In Indonesia, the establishment of a Commanditaire Vennootschap (CV) requires a good understanding of its legalities.
The legality of a CV in Indonesia is very important as it ensures that the company is operating in accordance with the prevailing regulations.
Having clear legalities not only protects business rights, but also gives clients and business partners confidence that the company is legitimate and trustworthy.
Below we will explain some of the requirements for establishing a CV along with the legalities that KH Friend must complete to establish a CV.
Overview of CVs and their advantages
CV is one type of business entity that you can choose to carry out business activities.
Where CV is a form of business entity in which there is a form of business cooperation between two or more parties with a division of tasks and authority which is divided into complementary parties (active allies) and committal parties (passive allies).
Active allies play the role of those who manage the operations of the CV, while passive allies only play the role of financiers without the need to be actively involved in its operations.
Many businesses choose a CV business entity for tax reasons and because the establishment process is easier than a Limited Liability Company (PT).
In addition, CV is also suitable for businesses whose market share is local and do not intend to obtain funding from foreign parties.
The establishment of a CV is regulated in Articles 16-35 of the Commercial Code (KUHD), where anyone who wants to establish a CV only needs to make a notarial deed which is then registered with the District Court.
However, in August 2018 the government has implemented a new way to establish a CV with the issuance of Minister of Law and Human Rights Regulation No. 17/2018 on the Establishment of Commodity Partnerships, Firm Partnerships, and Civil Partnerships (Permenkumham 17/2018).
This regulation was made as a follow-up to the implementation of Government Regulation Number 24 of 2018 concerning Electronically Integrated Business Licensing Services which was made to facilitate business people in establishing their businesses.
Requirements for Establishing a CV in Indonesia
Before establishing a CV, there are several documents that need to be completed, including the following:
- Copy of KTP and NPWP of the allies (active and passive allies)
- Copy of Lease Agreement or Proof of Land/Building Ownership
- Domicile Certificate from the Building manager if domiciled in an Office Building
- RT / RW Certificate (if needed, for companies domiciled in residential neighborhoods), especially outside Jakarta
What are the Legalities of CVs in Indonesia?
To establish and obtain a business license in accordance with the CV business field, there are several legal documents that must be completed, among others:1. CV nameTo obtain a CV name, you need to submit an online application through the Business Entity Administration System managed by the Ministry of Law and Human Rights.
To make things easier, the name submission can be done by a Notary as a representative.
In order for the proposed name to be approved, the CV name must meet the requirements set out in Article 5 paragraph (2) of Permenkumham 17/2018 as follows:
- Written in Latin letters;
- Not yet legally used by CVs, Firms, and other Civil Partnerships in the Business Entity Administration System;
- Not contrary to public order and/or decency;
- Different or not similar to the name of a state institution, government institution, or international institution unless authorized by the institution concerned;
- Does not consist of numbers or series of numbers, letters, or series of letters that do not form a word.
After making the application, the Minister of Law and Human Rights will provide an answer electronically, whether the CV name is approved or rejected.
2. CV Deed of Establishment
After the name has been approved, the next legality is to draft a CV establishment deed conducted by a Notary.
This deed of establishment will be the basis for the rules in running the CV, which include the total capital, the contribution of each ally, the place of domicile of the CV, the purpose and objectives of the CV (the field of business run by the CV).
3. Certificate of Registration from the Business Entity Administration System
Once the process of drafting the deed of establishment has been completed and you have signed the necessary documents in front of a Notary, the next step is to register your CV through the Business Entity Administration System.
Before Permenkumham 17/2018 came into effect, CV registration was done at the District Court in accordance with the CV’s domicile.
However, now CV registration can be done easily because it can be done online through the Business Entity Administration System.
The Minister of Law and Human Rights will then issue a Certificate of Registration (SKT) indicating that the CV has been registered in the Business Entity Administration System.4. CV NPWP
Like individuals and PT, as a business entity, a CV is also a taxpayer who has an NPWP.
You need to pay attention to which tax office is authorized to issue the CV NPWP, this depends on the domicile of the CV.
In addition, you also need to pay attention to whether the NPWP of the person in charge of the CV is correct, has the latest personal NPWP format and has no tax arrears.
If the documents have been completed and the NPWP of the person in charge of the CV has no problem, the Tax Office will issue the NPWP and Taxpayer Registration Certificate.
5. CV NIBWith the enactment of Government Regulation No. 24/2018 on Electronically Integrated Business Licensing Services, NIB serves to replace the Company Registration Certificate (TDP) and will continue to be valid as long as the business operates. You can obtain an NIB by registering with the OSS (Online Single Submission) system and you can apply for an NIB through the system.6. Business License and Commercial License
This business license is issued after the NIB is issued, where this business license will be given according to the type of business being run.
In addition, it is necessary to confirm whether the chosen business field requires a commercial license to carry out its business activities.
This commercial license is needed so that the CV can run its business activities commercially by fulfilling the commitments set by the Government.
These are the legalities that must be met in establishing and running CV operations in Indonesia.
By fulfilling the above legalities, you can ensure that your CV can operate properly and avoid legal problems in the future.
KH Contact
Taking care of your CV’s legalities may seem like a hassle, especially if you’re just starting out and don’t have a lot of time on your hands.
Besides asking for help from trusted people to take care of this legality, you can also utilize Kontrak Hukum as one of the digital legal platforms that has a team of professionals who are experts in the field of business law.
With Kontrak Hukum, we can help you to establish a CV business entity along with the required legal documents such as deed of establishment, NIB, NPWP, and other business licenses in just a matter of hours!
Guaranteed reliable and affordable because CV establishment and legality services at Kontrak Hukum only start from IDR 2 million.
What are you waiting for? Let’s make it easier to establish a business entity with us by visiting the page KH Services – CV Establishment.
Jika ada pertanyaan, silakan hubungi kami di Ask KH or send a direct message (DM) to Instagram @kontrkahukum.
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Free to register directly through this page KH Business Community.
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The registration method is also quite easy, just visit the following linkyes!
