Schematic of Indonesian Business Entity (Company)

- Company with legal entity

o Limited liability company
o Foundation
o Co-operative
- Non legal entity
o Partnership (maatschap / persekutuan perdata)
o Firm
o Limited partnership (commanditaire venonschap)

Partnership
- Two or more persons
- Carry on the business in a partnership
- They are liable for all the debts of the partnership (jointly and severally)

Partnership Komanditer (CV)

- A partnership of komanditer consists of 2 types of partners (sekutu)
o Complementary partners who actively do the business
o Silent partners, who are not involved in the operation of the business

Limited Liability Company (PT)

- A legal entity constitutes a capital alliance, established based on an agreement, in
order to conduct business activities with the company’s authorized capital divided
into shares and which satisfies the requirements as stipulated in this law and its
implementation regulations
Establishment
- The company shall be established by 2 (two) or more persons based on a notarial
deed drawn up in Indonesian language
- Each founder of the company is obliged to subscribe shares upon the establishment
of the company
- The provision as referred to in paragraph (2) doesn’t apply in the context of
consolidation
- The company obtains legal entity status on the date of the issuance of ministerial
decree regarding ratification of the company’s legal entity
- Akta notaris -> AD/ART
o Pengesahan kembali oleh Menkumham
o Persetujuan dari Menkumham
- Harus disahkan oleh Menkumham
- Didaftarkan di pengadilan negeri
- Diumumkan di lembaran negara
Company Organs
- The general meeting of shareholders (pemegang jabatan tertinggi)
- Director
- Board of commissioners
Shareholders’ Liability
- The company’s shareholders are not personally liable for agreements made on
behalf of the company, and are not liable for the company’s losses in excess of their
prospective shareholding