Establishing a Limited Liability Company (PT) is one of the important steps for anyone who wants to start a business in a legal and structured manner.
Where PT is a form of business entity that provides legal protection to its owners because liability is limited to the amount of capital deposited.
The provisions of PT have been regulated in Law No. 40 of 2007 concerning PT as amended by Law No. 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation into Law.
Regarding the establishment of a PT, in Indonesia itself involves various stages that must be fulfilled in accordance with applicable laws and regulations.
Where one of the important stages in the establishment of a PT is the announcement of the deed of establishment of the PT together with the Decree of the Minister of Law and Human Rights in the Supplement to the State Gazette of the Republic of Indonesia (BNRI).
What is meant by the announcement of the deed of establishment of a PT in BNRI? What are the provisions and what is the importance? Check out the following article!
What is Additional Berita Negara Republik Indonesia (BNRI)?
The BNRI supplement is the official channel used to announce the establishment of a legal entity, signifying the official status of the PT as a legal entity. In addition to PT, the establishment of the legal entity in question can be in the form of foundations, cooperatives, and the like.
This has been regulated in Article 30 paragraph (1) of Law 40/2007 where the Minister announces in the Supplement to BNRI the deed of establishment of the company along with the Minister’s decision.
This announcement aims to provide official information to the public regarding the establishment of a company, thereby increasing transparency.
As an official publication issued by the government, BNRI also serves as a medium to announce various official information related to laws, government regulations, presidential decrees, and various other legal announcements.
Additional BNRI as One of the Requirements for Establishing a PT
The establishment of a PT as a business entity with the status of a legal entity, there are several requirements that must be met, namely as follows:
- Make a deed of establishment containing the articles of association and other information relating to the establishment of the company. According to Article 8 of Law 40/2007, the information includes:
- The full name, place and date of birth, occupation, residence, and nationality of the individual founder, or the name, domicile and complete address as well as the number and date of the Decree of the Minister of Law and Human Rights regarding the legal entity validation of the founder of the PT;
- Full name, place and date of birth, occupation, residence, nationality of the first appointed member of the board of directors and board of commissioners;
- Names of shareholders who have subscribed for shares, details of the number of shares, and par value of shares subscribed and paid up.
- Fill out the establishment form electronically through the General Legal Administration System (AHU Online)
This is specifically regulated in Article 5 of Minister of Law and Human Rights Regulation Number 21 of 2021 concerning Requirements and Procedures for Registration of Establishment, Amendment, and Dissolution of Limited Liability Companies (Permenkumham 21/2021).
The filling format in accordance with Article 9 paragraph (1) of Law 40/2007 includes:
- Name and domicile of PT.
- The period of establishment of PT.
- The aims and objectives and business activities of PT.
- Total authorized capital, issued capital, and paid-up capital.
- Full address of PT.
- BNRI Additional Submission
The BNRI PT announcement will be made after the company is registered and authorized by the Ministry of Law and Human Rights. This announcement is a legal obligation to obtain the legal entity status of PT and as a sign of its existence as a legal entity.
More details on the announcement of PT in the Supplement to BNRI are regulated in the Regulation of the Minister of Law and Human Rights Number M.HH-02.AH.01.01 of 2010 concerning Procedures for the Announcement of Limited Liability Companies in the State Gazette and Supplement to the State Gazette of the Republic of Indonesia (Permenkumham 2/2010).
Where according to Article 2 paragraph (2) of Permenkumham 2/2010, the Minister announces the PT in Tambahan BNRI, which announcement procedure is carried out by the Director General of General Legal Administration.
The deed of establishment of a PT that includes the articles of association of the PT and the ministerial decision on the legal entity validation of the PT must be published in Tambahan BNRI within a maximum of 14 days from the date the ministerial decision on the legal entity status validation of the PT is issued (Article 3 paragraph (2) letter a and Article 9 paragraph (3) letter a 02/2010).
The purpose of the announcement of a PT in Tambahan BNRI is the principle of publication to the public or other parties. In other words, its validity as a PT can be said to depend on the announcement of Tambahan BNRI.
If it is not published in the BNRI supplement, the ratification of the PT as a legal entity is not considered valid.
For the PT itself, the role of Tambahan BNRI is very important because it contains the establishment of the name, business address, capital, management structure, and various other aspects related to the PT.
The official announcement of the government’s Tambahan BNRI on the deed of establishment and the decision from the Ministry of Law and Human Rights are proof that the PT has become a legal entity.
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Friend KH plans to establish a PT, but is confused about the steps? Worried that the establishment is not valid and not to mention the legal documents? Kontrak Hukum is ready to help.
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