Foreign investors entering Indonesia must choose the correct legal structure from the outset; the wrong choice can delay operations, trigger licensing rejections, or create compliance exposure. As of 2026, the two primary options are the PT (local limited liability company) and the PT PMA (foreign-owned company), each governed by distinct regulatory frameworks.
This guide covers every material requirement for establishing a PT PMA in Indonesia in 2026, including the updated capital thresholds introduced by BKPM Regulation No. 5 of 2025, the OSS-RBA registration process, KBLI code selection, and ongoing compliance obligations.
All foreign investment in Indonesia is regulated by the Ministry of Investment and Downstream Industry Badan Koordinasi Penanaman Modal (BKPM).
Choosing Between PT and PMA: What Is a Local Company (PT)?
A PT (Perseroan Terbatas) is an Indonesian limited liability company governed by Company Law No. 40 of 2007, as amended by the Omnibus Law (Law No. 11 of 2020). Shares may only be held by Indonesian entities. Foreign individuals and corporations cannot be shareholders in a PT. For foreign investors, the PT structure is therefore inaccessible unless ownership is held through a nominee arrangement, which carries significant legal risk and is not recommended.
What is a Foreign-Owned Company (PT PMA)?
A PT PMA (Perseroan Terbatas Penanaman Modal Asing) is an Indonesian limited liability company that permits foreign shareholding. It is the primary and legally recognised vehicle for foreign direct investment (FDI) in Indonesia.
A PT PMA operates under the same Indonesian Company Law as a domestic PT, but is additionally subject to the Investment Law (Law No. 25 of 2007) and supervised by the Ministry of Investment / BKPM. Under a PT PMA, foreign investors hold shares directly, operate commercially, hire staff, open bank accounts, and bid for government tenders, all with the same legal standing as domestic companies.
Advantages of PT PMA company formation:
- You can start conducting business almost instantly.
- Locally, you’ll have the same duties and rights as other businesses.
- All Indonesian tenders are open to you as long as you meet the tender requirements.
- Product registration and business permits can both be applied for.
- You may sponsor foreign national employees through KITAS (work and stay permits).
- Profits may be repatriated outside Indonesia in compliance with applicable foreign exchange regulations.
What are the Sector Eligibility in the Positive Investment List?
Indonesia replaced the Negative Investment List (DNI) with the Positive Investment List under Presidential Regulation No. 10 of 2021, amended by Presidential Regulation No. 49 of 2021. Under this framework, most sectors are fully open to100% foreign ownership. Only a limited number of sectors remain restricted (partial foreign ownership permitted) or closed entirely.
Foreign investors should verify their specific five-digit KBLI code against the current
Positive Investment List before structuring their PT PMA. Sector eligibility is determined per KBLI, not by the company’s general description.
What are the advantages of establishing a PT PMA in Indonesia?
1. Full commercial operations
A PT PMA may generate revenue, enter contracts, and repatriate profits, unlike a Representative Office, which is prohibited from commercial activity.
2. Equal legal standing
A PT PMA holds identical rights and obligations to domestic companies under Indonesian law, including access to government procurement tenders.
3. Investor KITAS eligibility
Shareholders holding a minimum of IDR 1 billion in PT PMA shares may qualify for an Investor KITAS (Limited Stay Permit), providing legal residency in Indonesia.
4. Product and business licence access
PT PMAs may apply for product registrations (e.g., BPOM for food/cosmetics, KEMENKES for medical devices) and sector-specific operational licences.
5. Reduced entry capital since October 2025
Under BKPM Regulation No. 5 of 2025, the minimum paid-up capital has been reduced from IDR 10 billion to IDR 2.5 billion (USD 150,000), significantly lowering the barrier to entry.
What Are the Capital Requirements for Setting Up a PT PMA in Indonesia?
Under BKPM Regulation No. 5 of 2025, effective October 2025, the capital structure for a PT PMA company in Indonesia is as follows:
- Minimum Investment Plan: IDR 10 billion per business activity code (KBLI), excluding land and buildings
- Minimum Paid-Up Capital: IDR 2.5 billion (~USD 150,000), reduced from IDR 10 billion, a 75% reduction
- Shareholders: A minimum of two shareholders (individuals or corporate entities; may be 100% foreign depending on sector)
- Directors & Commissioners: At least one resident director and one commissioner; the director must be domiciled in Indonesia
- Registered Address: A verified physical business address in Indonesia is mandatory
What Documents Are Needed to Establish a PT PMA in Indonesia?
Foreign investors undertaking PMA establishment in Indonesia must prepare the following documentation:
- Power of Attorney signed by each shareholder
- Notarised Deed of Establishment (Articles of Association)
- Proof of registered office address, lease agreement, domicile letter, and Building Permit (IMB) or ownership certificate
- At least three office photographs (reception, signage, and workspace)
- Copy of shareholders’ passports (for individual foreign shareholders)
- Company stamp design and corporate letterhead samples
- Distinct phone numbers for each shareholder and one for the company (required under BKPM Regulation No. 5 of 2025)
What are the KBLI Business Classification Codes?
A KBLI (Klasifikasi Baku Lapangan Usaha Indonesia) is a five-digit code that classifies your business activity within Indonesia’s official industry taxonomy. It is not optional for every PT PMA to register one or more KBLI codes, and the selection directly determines:
- Whether foreign ownership is permitted in that sector, and at what percentage
- The applicable minimum investment threshold
- The risk classification level (Low / Medium-Low / Medium-High / High) under OSS-RBA
- Which operational licences are required post-incorporation
Selecting the wrong KBLI code can result in licensing rejection, inability to invoice for certain services, or forced amendment of the Articles of Association, all of which delay operations and incur additional professional fees.
Important: Under BKPM Regulation No. 5 of 2025, any supporting KBLI code that generates revenue or profit for the company must be explicitly listed in the Articles of Association (Akta Pendirian) and registered in the OSS system. Generic or overly broad KBLI classifications are no longer accepted.
How to Register a Foreign Investment Company (PT PMA) in Indonesia?
All PT PMA registrations are processed through the OSS-RBA (Online Single Submission-Risk-Based Approach) system, administered by the Ministry of Investment (BKPM).
The standard process involves the following stages:
Stage 1: Pre-incorporation
- Confirm KBLI code(s) and verify sector eligibility under the Positive Investment List
- Reserve a company name (minimum three words; name must not duplicate an existing registered entity)
- Prepare shareholder structure: minimum two shareholders (individual or corporate), one director, one commissioner
Stage 2: Notarial Deed & Ministry Approval
- A licensed Indonesian Notary drafts and authenticates the Deed of Establishment (Akta Pendirian) in Bahasa Indonesia
- Submit to the Ministry of Law and Human Rights (Kemenkumham) for legal entity ratification
- Receive the Ministerial Decree (SK Kemenkumham) confirming PT PMA’s legal standing
Stage 3: OSS-RBA Registration
- Register the company in the OSS system to obtain the NIB (Nomor Induk Berusaha: Business Identification Number)
- The NIB simultaneously functions as the company’s import/export identification number and MSME certificate (where applicable)
- Submit paid-up capital lock-up declaration via OSS (mandatory under BKPM Reg. 5/2025)
Stage 4: Tax and Regulatory Registration
- Register for NPWP (Nomor Pokok Wajib Pajak: Tax Identification Number) with the Directorate General of Taxes.
- Open a corporate bank account at an Indonesian bank and deposit paid-up capital (minimum IDR 2.5 billion)
Stage 5: Sector-Specific Licences
- Apply for any additional operational licences required by your KBLI risk classification (e.g., import licences, product registrations, special sector permits)
Typical timeline: 4-8 weeks from notarial deed execution to NIB issuance, subject to KBLI risk level and document completeness.
Conclusion
Setting up a PT PMA in Indonesia in 2026 requires careful planning, accurate KBLI classification, and full compliance with the latest PT PMA requirements and capital regulations under BKPM Regulation No. 5 of 2025. From understanding the minimum paid-up capital to navigating the OSS-RBA registration process, each step is essential to ensure a smooth and legally compliant business setup.
For foreign investors looking to enter the Indonesian market, partnering with 3E Accounting Indonesia ensures a seamless and efficient PT PMA company registration process. With expert guidance on PT PMA incorporation, compliance, and licensing, businesses can reduce risks, avoid delays, and focus on growth. Start your PT PMA setup in Indonesia with confidence and position your business for long-term success.
Ready to Register Your PT PMA in Indonesia?
3E Accounting Indonesia guides foreign investors through every step of PT PMA incorporation, from capital structuring to OSS registration.
compliance for a smooth PT PMA setup.
Frequently Asked Questions
A PT (local company) restricts shareholding to Indonesian nationals and entities. A PT PMA permits foreign shareholders and is the legally recognised structure for foreign direct investment. Both are limited liability companies governed by Company Law No. 40 of 2007, but a PT PMA is additionally subject to investment regulations overseen by the Ministry of Investment or BKPM.
Under BKPM Regulation No. 5 of 2025, a PT PMA requires a minimum investment plan of IDR 10 billion per business activity code and a minimum paid-up capital of IDR 2.5 billion (~USD 150,000). A capital declaration letter is accepted at registration; actual deposit follows after the company bank account is established. The total investment plan commitment per KBLI business activity code remains IDR 10 billion.
PT PMA registration in Indonesia is processed through the government’s OSS portal. The process involves company name approval, notarised Deed of Establishment, MoLHR ratification, NPWP tax registration, and NIB issuance. Under updated 2025 regulations, the full process takes approximately 10 working days.
Several professional services firms assist with PT PMA incorporation in Indonesia, including 3E Accounting Indonesia, which provides end-to-end support, from capital structuring and notarial documentation to OSS registration, tax compliance, and post-incorporation corporate secretarial services, for foreign investors establishing a PMA company in Indonesia.
Key documents include a notarised Deed of Establishment, Power of Attorney from each shareholder, proof of registered office address, shareholder passports, domicile letter, building permit, office photographs, and distinct phone numbers per shareholder. Requirements are governed by BKPM Regulation No. 5 of 2025 and the Ministry of Law and Human Rights.
