Establishing a Limited Liability Company (PT) is one of the first journeys of a business entrepreneur’s business adventure. It is indeed full of challenges, but also full of opportunities for growth and success. Therefore, before entering this stage, it is necessary to understand well that running a business, especially establishing a PT is not a light task. With the right understanding, business owners can avoid some of the common mistakes that are often made in the early stages of establishing a PT. That way, business owners can grow their business to a larger scale. Then, what are the various mistakes that are often made by business actors in establishing a PT? Check out the following review!
Overview of PT
According to Article 1 of Law No. 40 of 2007, a PT is a legal entity formed by agreement and capital alliance. PT is a form of business entity that has many advantages, making it an option for business people when they want to legalize their business. One of the advantages of PT is that the company’s wealth is separate from the personal wealth of the company owner. That way, if there are financial problems in the company or the owner, the two will not affect each other. Business entities in the form of PT are also more bona fide and professional, because they are run based on organs or corporate structures consisting of the Board of Directors, Board of Commissioners, and General Meeting of Shareholders (GMS). Each of these organs has its own capacity and obligations in carrying out company activities.
The establishment of a PT must be made at a notary to then obtain authorization from the Minister of Law and Human Rights (Menkumham), in order to have the status of a legal entity.
Some Common Mistakes in PT Establishment
Starting a business by establishing a PT will certainly protect the business and comply with applicable laws. The willingness to take care of it is one sign that the integrity of the business has been tested. However, business owners often make mistakes that are not realized in the process of establishing a PT. What are they and what are the solutions? Here is the explanation:
Choosing the Wrong Line of Business
When wanting to establish a PT, business actors must determine specifically what business fields will be undertaken. The specification of this business field will be a reference in making the deed of establishment and obtaining licenses related to business activities. Well, to determine it, business actors need to refer to the Indonesian Standard Classification of Business Fields (KBLI). Many business actors still do not understand about this KBLI. In fact, KBLI was made to make it easier for business actors to determine the category of business fields to be developed and is an absolute requirement that must be met before establishing a PT. The government through the Central Statistics Agency (BPS) has compiled a total of 1,790 KBLI codes. Now, if your business idea does not have a code listed, you can look at the business fields that are most closely related to your idea. Next, include the core business idea in the deed of establishment of the PT.
Error related to capital amount
Talking about the amount of capital that must be owned by a PT, it is necessary to know that the Job Creation Law has had a lot of influence on the amount of authorized capital of a PT. if previously the PT Law required a minimum authorized capital provision of IDR 50 million, then currently the authorized capital to establish a PT is not determined at a minimum amount. The minimum amount of authorized capital is based on the agreement between the shareholders who establish the PT or based on the scale of business activities.
READ ALSO: Here’s How and Requirements Needed to Establish a PT
The provisions regarding the criteria for business scale itself are regulated in Article 35 of PP No. 7 of 2021 which is also a requirement in the establishment of a PT. It states that micro, small and medium enterprises are grouped based on the criteria of business capital or annual sales results, consisting of:
- Micro Business: Has a business capital of <Rp1 billion
- Small Business: Has a business capital of IDR1 billion – IDR5 billion
- Medium-sized business: Has a business capital of >Rp10 billion
Incorrectly Determining the Composition of Shareholders, Directors, and Commissioners
In the establishment of a PT, each party has its own role that is charged with different obligations. As for the composition of shareholders, directors, and commissioners, Article 109 of the Job Creation Law has determined it as follows:
- PT is established by two or more people with a notarial deed made in Indonesian language.
- Each founder of a PT must take shares when the PT is established.
- A PT obtains legal entity status after being registered with the MOLHR and obtaining proof of registration.
- After obtaining the status of a legal entity and the shareholders become less than two persons, within a maximum period of six months from the date of such situation, the shareholders concerned shall transfer some shares to other persons, or the PT shall issue new shares to other persons.
Meanwhile, the board of commissioners usually consists of one or more members. Where the board of commissioners is an assembly that cannot act individually.
Did not hold the first GMS
In the establishment of a PT, the highest power in it is determined by the General Meeting of Shareholders (GMS). The GMS has various kinds of authority related to the policies that will be applied in the PT, including the authority to dismiss the commissioners and directors of the PT. For this reason, it is not the right step if business actors do not carry out the GMS, while this GMS is one of the most important parts or organs in a PT.
Not completing the required documents and business domicile license
Before applying for the establishment of a PT, it is important to fulfill the required documents. The documents include the NIK of the founders and company management, NIB, NPWP, and articles of association. It should also be noted that with the enactment of the Job Creation Law, business actors must pay attention to the existing Spatial Detail Plan (RTDR), especially if setting up a business in Jakarta, you can check the RDTR in Jakarta. RDTR is part of the detailed spatial plan as well as the basis of reference for the issuance of building-related licensing documents. Currently, the RDTR is also a requirement for establishing a business through Risk-Based OSS which is regulated in PP No. 21 of 2021.
KH Contact
This is the explanation about common mistakes that often occur in the establishment of PT. Hopefully, it can be information for KH Pals so they don’t repeat the same mistakes! Well, to speed up the process of establishing a PT, KH Friend can first study the provisions and required documents needed. In addition, there is also nothing wrong with consulting and asking for help from professional experts, one of which is a Legal Contract.
READ ALSO: Bolehkah PNS Mendirikan PT?
Why set up a PT in Contract Law?
- All services are performed to a high standard by authorized and experienced legal professionals and notaries.
- Trusted by more than 5,000 MSMEs and companies in Indonesia in meeting business needs
- Data and information are secured and protected
- Starting from only IDR 2 million, the establishment of a PT includes legal documents such as SK, NIB, OSS, NPWP, and business address.
- Immediate access to free consultation services with available professionals
Let’s make it easy to establish a PT with us by visiting the KH Services – PT Establishment page. If you have questions about other business entities, you can also contact us at Ask KH or send a direct message (DM) to Instagram @kontrakhukum.
