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Mar

08

Setting Up a Foreign Investment Company in Indonesia with One Shareholder – Is it Possible

The Government Regulation in Lieu of Law Number 2 of 2022 on Job Creation has amended Law Number 40 of 2007 on Limited Liability Company (“Law 40/2007”). The amendment has introduced new provisions on the requirements for the establishment of a limited liability company, including the shareholders' requirements. Before the amendment, Law 40/2007 stipulated that a limited liability company must be established by at least two shareholders. However, after the amendment, Article 7 jo. Article 153A (1) Law 40/2007 allows for the establishment of a company by only one shareholder, but only if the company meets the criteria of Micro and Small Enterprises.

Is it possible for a foreign investment company to be established with only one shareholder? The scale of an enterprise is determined by its capital. According to Article 11 (2) of the Regulation of the Investment Coordinating Agency Number 4 of 2021 on Guidelines and Procedures for Risk-Based Business Licensing Services and Investment Facilities (“PBKPM 4/2021”): a. A Micro Enterprise has a business capital of up to Rp1,000,000,000.00 (one billion rupiah) excluding land and property/business premises. b. A Small Enterprise has a business capital of more than Rp1,000,000,000.00 (one billion rupiah) up to a maximum of Rp5,000,000,000.00 (five billion rupiah) excluding land and property/business premises.

However, a foreign investment company is classified as a Large Enterprise, as per Article 12 (7) PBKPM 4/2021. The minimum capital requirement for a foreign investment company is the issued and paidup capital of at least Rp10,000,000,000.00 (ten billion rupiah). Therefore, a foreign investment company is not eligible for the establishment of a limited liability company by a single shareholder (individual limited liability company) because it does not meet the criteria of Micro and Small Enterprises.

Looking for a reliable law firm to handle your corporate matters in Indonesia? Look no further than Schinder Law Firm. With a team of experienced and professional lawyers, we provide top-notch legal consultation services for all types of corporate and civil cases. Contact us at info@schinderlawfirm.com to schedule a consultation today.

Author: Suryani Lim

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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

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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.
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