May

11

How to Stop Paying Tax After the Dissolution of Your Company

Firstly, you need to understand that dissolving your company doesn’t mean that it has lost its legal entity status. To end a company’s legal entity status a liquidation process needs to be conducted. Liquidation according to the Indonesian Dictionary is “the dissolution of the company as a legal entity that includes the payment of liabilities to creditors and distribute the remaining assets to shareholders.”

FIRST STEP: COMPANY DISSOLUTION

The following conditions may be the reason to dissolve a company:[1]
  1. Based on the resolution of the General Meeting of Shareholders (here-in-after referred to as “GMS”);
  2. Expiration of the company’s establishment period as stipulated in its articles of association;
  3. Based on court order;
  4. Upon termination of a bankruptcy by a final and binding decision of the commercial court, the company’s bankrupt estate is not sufficient to cover the cost of bankruptcy;
  5. Because the company’s bankruptcy estate having been declared;
  6. Bankrupt is in the state of insolvency as governed by Law concerning Bankruptcy and Suspension of Obligations for Payment of Debt; or because the company’s business permit has been revoked, thus requiring the company to conduct liquidation under the laws and regulations.
The general reason to dissolve a company that occurred will be through the willingness of the shareholders. Thus, the dissolution shall be conducted through the resolution of GMS. Please note that in order to hold the resolution of GMS for company dissolution, ¾ (three-fourth) of the total shares issued with voting rights need to be present or represented. What to do if not all the shareholders are in Indonesia? A Circular Resolution can be an alternative, but for this to be executed, all of the company’s shareholders must agree to dissolve the company and sign the Circular Resolution.

SECOND STEP: LIQUIDATION

After the company dissolution has been done, the liquidation process can be started by appointing a Liquidator. The liquidator can be appointed from a third party or can be represented by the Board of Directors (act as Liquidator). Important things to be done by the Liquidator are as follows:
  1. Placing an announcement in a daily newspaper with national circulation and State Gazette;
  2. Notify Ministry of Law and Human Right (MOLHR) concerning the dissolution of the company to be recorded in the company registry specifying that the Company is under liquidation;
  3. Announcement to all employees on dissolution plan;
  4. Obtaining a letter of Acknowledgement from MOLHR;
  5. Revocation of Company’s licenses and company registries, such as NPWP and business license. This is important, especially the revocation of NPWP for requesting tax clearance!
  6. Settlement process (calculating assets, settlement of liability, etc.);
  7. Liquidation report.
That having been said, a lot of paperwork needs to be done, but not to worry. We as a leading full-service legal firm for foreign investors to Indonesia, we represent to help establish companies. We also represent for dissolution of companies. If you choose to seek legal assistance, feel free to write to us at-info@schinderlawfirm.com

[1] Article 142 paragraph (1) Law No. 40 of 2007 on Company Law

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Dear valued Visitor,

Data is a valuable currency in this new world. In the midst of digital transformation, the Indonesian government has taken the final decision to pass the Pelindungan Data Pribadi (PDP) Bill by September 2022. The PDP Law applies to all businesses established in Indonesia and puts the consumer in control. The task of complying with this regulation falls upon businesses.

The PDP Law affects a variety of business operations, including how your sales team prospect and how marketing initiatives are managed. Businesses have had to reassess their business procedures, applications, and forms. Additionally, all businesses that work with personal data should designate a Data Protection Officer (DPO) or data controller to oversee PDP compliance.

In line with this spirit, it gives us great pleasure to announce and share with all our esteemed clients and business associates that Schinder Law Firm is prepared to assist your company to understand the impacts of the Personal Data Protection Law (PDPL) and take the required measures to comply with the law. Our Privacy, Data Protection, and Cybersecurity practice group is a pioneer in providing data privacy law services in Indonesia. Personal data protection services include but are not limited to:

  • Assessing the existing systems, processes, and controls, etc.
  • Providing provide gap assessment on the existing systems, processes, and controls, etc.
  • Developing and ensuring contracts and agreements comply with the PDP Law
  • Developing policies, best practices, and procedures
  • Advising on the security of personal data and managing data breaches
  • Acting as the Data Protection Officer (DPO) and advising upon the appointment, role, and responsibilities of a data protection officer
  • Advising on cross-border transfers of personal data
  • Carrying out data protection impact assessments and data protection audits
  • Recommending other necessary corrective actions in order to comply with the PDP Law
  • Training on the PDP Law tailored to clients’ businesses

We look forward to many more opportunities in the year ahead with your continued support and trust. For consultation, please send us a WhatsApp or Email.

Warmest regards,
Naz Schinder
Managing Partner

Keep Up with the New Law in Indonesia: Personal Data Protection

  • Assessing the existing systems, processes and controls, etc.
  • Providing provide gap assessment on the existing systems, processes and controls, etc.
  • Developing and ensuring contracts and agreements comply with the PDPL.
  • Developing policies, best practices and procedures.
  • Advising on security of personal data and managing data breaches.
  • Acting as the Data Protection Officer (DPO) and advising upon the appointment, role and responsibilities of a data protection officer.
  • Advising on cross-border transfers of personal data.
  • Carrying out data protection impact assessments and data protection audits.
  • Recommending other necessary corrective actions in order to comply with the PDPL.
  • Training on the PDPL tailored to clients’ businesses.
Privacy, Data Protection and Cyber Security
We help our clients to understand the impact of the Personal Data Protection Law (PDPL) on their companies and take the required measures to comply with the law.