New Minister of Trade Regulation on Company Registration
With the launch of the new electronic licensing system, namely the Online Single Submission (the “OSS”) system, the Government is seeking to significantly improve the ease of doing business in Indonesia. As part of this initiative, the Minister of Trade (“MOT”) issued MOT Regulation No. 76 of 2018 dated July 20, 2018 on the Organization of Company Registrations (“MOT Reg. 76/2018”).
Company registration is regulated under Law No. 3 of 1982 on Mandatory Registration of Companies (“Law 3/1982”). Law 3/1982 defines company registry as an official registry containing matters which must be registered by each company, and ratified by an authorized official of the company registry office.
The implementing regulation on the obligation to hold company registry was MOT Regulation No. 37/M-DAG/PER/9/2007 dated September 4, 2007 on the Organization of Company Registration, as amended several times and lastly by MOT Regulation No. 08/M-DAG/PER/2/2017 on the Second Amendment to MOT Regulation No. 37/M-DAG/PER/9/2007 on the Organization of Company Registration (collectively, “MOT Reg. 37/2007”).
Company registration under MOT Reg. 37/2007 was proven by the issuance of a Company Registration Certificate (Tanda Daftar Perusahaan – “TDP”) by the MOT.
MOT Reg. 76/2018 now provides that company registration shall now be undertaken through the OSS by way of securing a Business Identification Number (Nomor Induk Berusaha – “NIB”) issued by the OSS Agency. The NIB serves as TDP, Importer Identification Number (Angka Pengenal Importir – “API”) and customs access right (hak akses kepabeanan).
MOT Reg. 76/2018 revokes the following regulations:
- MOT Reg. 37/2007;
- MOT Regulation 77/M-DAG/PER/12/2013 on the Simultaneous Issuance of Business Trade Licenses and Company Registration Certificates for Trade Companies as lastly amended by MOT Regulation No. 14/M-DAG/PER/3/2016 on the Amendment to MOT Regulation No. 77/M-DAG/PER/12/2013 on the Simultaneous Issuance of Business Trade Licenses and Company Registration Certificates for Trade Companies;
- MOT Regulation 48/M-DAG/PER/6/2016 on the Delegation of Authority to Issue Company Registration Certificates to the Batam Free-Trade and Free Port Area Management Agency, the Bintan Free-Trade and Free Port Area Management Agency, the Karimun Free-Trade and Free Port Area Management Agency and the Sabang Free-Trade and Free Port Area Management Agency as amended by MOT Regulation No. 49/M-DAG/PER/7/2016 on the Amendment to MOT Regulation No. 48/M-DAG/PER/6/2016 on the Delegation of Authority to Issue Company Registration Certificates to the Batam Free-Trade and Free Port Area Management Agency, the Bintan Free-Trade and Free Port Area Management Agency, the Karimun Free-Trade and Free Port Area Management Agency and the Sabang Free-Trade and Free Port Area Management Agency.
♦ Types of business entities
The obligation to obtain an NIB as TDP under MOT Reg. 76/2018 applies to limited liability companies (PT), cooperatives, limited partnerships (CV), firms (firma), sole proprietorships (perusahaan perseorangan), and other forms of businesses, including branch offices of foreign companies that perform business operations in Indonesia.
In order to obtain an NIB, a company must complete the following information:
- name and citizenship identification number (NIK);
- business sector;
- investment location;
- amount of investment plan;
- worker recruitment plan;
- contact number of the business and/or activity; and
- plan for requesting fiscal, and customs facilities and/or other facilities.
Any changes to company data of the registered company must be reported through the OSS system.
A company that has obtained its NIB as TDP is required to (i) display the NIB at a location that is easily accessible and readable by the public; and (ii) incorporate the NIB on company name plates and company documents utilized during its business activities.
The process of obtaining an NIB as TDP is free of charge.
♦ Transitional Provision
Business entities that have company registrations based on MOT Reg. 37/2007 must obtain NIBs based on MOT Reg. 76/2018 at the latest 2 (two) years after the enactment of MOT Reg. 76/2018.
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The foregoing material is the property of AKSET and may not be used by any other party without prior written consent. The information herein is of general nature and should not be treated as legal advice, nor shall it be relied upon by any party for any circumstance. Specific legal advice should be sought by interested parties to address their particular circumstances.
- November 5, 2018