PT is a legal entity established based on an agreement and conducts business activities with authorized capital which is entirely divided into shares. The process of establishing a PT may sound complicated, but with the right knowledge, you can go through it smoothly.To help you, this time we will discuss the process of establishing a PT, including the requirements, capital, and stages you need to go through after the Job Creation Law.
In addition, we will also introduce the Kontrak Hukum digital platform that can help you set up a PT easily.
Check out the full information below!
What is a Limited Liability Company?
A Limited Liability Company (PT) is a legal entity established by agreement and conducts business activities with authorized capital which is entirely divided into shares.
PTs are regulated by several laws that form the legal basis for their establishment.
Here are some of the laws that regulate PTs and their contents:
1. Law Number 40 Year 2007
Law No. 40/2007 on Limited Liability Companies (UUPT) regulates various aspects of the establishment and operation of PTs in Indonesia.
This law consists of 157 articles divided into several chapters, among others:
- Chapter I – General Provisions: Sets out the definitions and basic provisions of PT.
- Chapter II – Establishment, Articles of Association and Deed of Establishment: Sets out the requirements and procedures for establishing a PT, including the articles of association and deed of establishment.
- Chapter III – Capital and Shares: Regulates the authorized capital, issued capital, paid-up capital, and rights and obligations of shareholders.
- Chapter IV – General Meeting of Shareholders (GMS): Regulates the procedures and implementation of the GMS.
- Chapter V – Directors and Commissioners: Regulates the duties, authorities, and responsibilities of directors and commissioners.
- Chapter VI – Annual Report and Use of Profits: Provides for the preparation of annual reports and the utilization of company profits.
- Chapter VII – Amendment of Articles of Association: Sets out the procedure for amending the articles of association of PT.
- Chapter VIII – Mergers, Consolidations, Acquisitions, and Demergers: Sets out provisions regarding corporate restructuring.
- Chapter IX – Dissolution and Liquidation: Sets out the procedures for dissolution and liquidation of PT.
2. Omnibus Law on Job Creation
The Job Creation Law, often referred to as the Omnibus Law, was passed on October 5, 2020.
This law aims to simplify business licensing and encourage investment in Indonesia.
Some of the aspects regulated by the Job Creation Law include:
Simplification of Business Licensing: Introduced an integrated licensing system through OSS (Online Single Submission).
Ease of Doing Business: Reducing various barriers to starting and running a business, including the elimination of the minimum capital requirement for the establishment of a PT.
Employment Provisions: Regulates labor flexibility and industrial relations.
Investment: Encourage investment by providing various incentives.
The Job Creation Law has had its pros and cons.
The pro side argued that the law would improve the ease of doing business and attract more foreign investment.
Meanwhile, opponents argued that the law reduces labor and environmental protection.
Nonetheless, the government still passed the law as it is believed to accelerate national economic growth.
One of the significant changes brought about by the Job Creation Law is the removal of the minimum capital requirement for the establishment of a PT.
This was done to encourage more entrepreneurs to start businesses without being burdened by high capital requirements.
Terms of Establishment of PT 2024 in accordance with the Job Creation Law
Since the enactment of the Job Creation Law, the requirements for establishing a PT have undergone some changes.
For 2024, here are the requirements that you need to fulfill:
- Name of PT: The name of the PT must consist of at least three syllables, be unique and not already used by other PTs, and not be contrary to decency and public order.
PT names can also use foreign languages as long as they do not contain negative elements.
- Deed of Establishment: Made by a notary in the Indonesian language and contains the articles of association and other necessary information, such as the identity of the founders, the capital structure, the composition of the management, and the objectives and business activities.
- Basic Capital: There is no longer a minimum capital requirement.
The authorized capital is adjusted according to the agreement of the founders.
- NPWP and Certificate of Domicile: A PT must have an NPWP and a Domicile Certificate from the local urban village.
- Business Licensing: Manage licenses through the OSS (Online Single Submission) system which is more integrated and efficient.
- Number of Founders: The minimum number of founders of a PT is two or more persons.
Capital Calculation of PT in 2024
Capital is one of the important aspects in establishing a PT.
As mentioned in the Job Creation Law, the authorized capital of a PT is now determined by the agreement of the founders and there is no longer a minimum limit. PT capital can be obtained from various sources, including:
- Cash Deposit: Capital deposited in cash into the account of PT.
- Deposit in the Form of Assets: Capital deposited in the form of assets such as property or vehicles valued and approved by the founders.
- Shareholder Loans: Capital obtained from temporary loans from shareholders.
The collected capital must later be deposited at least 25% of the authorized capital into a bank account opened in the name of the PT concerned.
After that, the proof of bank deposit is documented and included in the deed of establishment of the PT.
PT Establishment Process Post Job Creation Law
The process of establishing a PT after the Job Creation Law has become simpler and faster.
Here are the steps you need to go through:
- Making the Deed of Establishment: Arrange for the deed of establishment of a PT before a notary public.
- PT Name Submission: Submitting the name of a PT to the Ministry of Law and Human Rights through the AHU Online system.
AHU (General Legal Administration) is an online system used to file various legal administrations related to the establishment of a PT.
- NPWP and Domicile Certificate: Arrange for NPWP and Domicile Certificate at the local tax office and urban village.
- Business License Application: Manage licensing through the OSS system to obtain NIB (Business Identification Number) and other business licenses.
NIB is the identity of a business actor issued by the OSS Institution.
The type of NIB varies depending on the scale of the business and the industry sector.
- Legal Entity Approval: Apply to the Ministry of Law and Human Rights for legal entity approval.
Solutions PT Establishment Process Fast and Easy
Managing a PT establishment can be a challenging task, but you don’t have to worry.
Kontrak Hukum is a digital platform that can connect you with legal experts.
Through Kontrak Hukum, you can get your dream PT within 48 hours with prices starting from just 2 million.
In addition to assisting with the establishment of PTs, Kontrak Hukum also offers a variety of other services, including:
- Contract Creation and Review: Helps you create and review business contracts.
- Establishment of other business entities: Such as CV, Firm, and Cooperative.
- Business License Processing: Helps you obtain the necessary business licenses.
- Legal Consulting: Provides legal consulting services for your business needs.
So, if you have any further questions or would like to get PT establishment services, visit KH Services – PT.
You can also contact us at Ask KH or send a direct message (DM) to Instagram @kontrakhukum.
With Kontrak Hukum, your business legality matters will be easier and faster!
