A PT is a legal entity where owner liability is limited to the capital invested in shares, while a CV is a partnership that is not a separate legal entity, leaving the active partner personally liable for business debts. For foreign investors and expats, this distinction also affects who is even allowed to set up each structure in Indonesia.
Key Takeaways
- The core difference is legal status: a PT separates company assets from personal assets, a CV does not.
- Since Government Regulation No. 8 of 2021, PT no longer has a fixed minimum authorized capital, founders decide the amount themselves.
- A CV can only be established by Indonesian citizens, so foreign investors should look at PT PMA rather than CV.
What Is a PT and a CV in Indonesia?
PT and CV are the two most common business structures in Indonesia, but their legal foundation and consequences differ significantly.
A PT is a legal entity formed by agreement, with authorized capital divided into shares, as defined under Article 1 of Law No. 40 of 2007 on Limited Liability Companies, as amended by the Job Creation Law. Because it holds separate legal status, company assets are distinct from the personal assets of shareholders, so liability is limited to the value of shares held.
Read the complete guide: Definition of PT (Limited Liability Company), Types, Advantages
A CV is a partnership formed by one or more passive partners and one or more active partners, as defined under Article 1 of Ministerial Regulation No. 17 of 2018, with its underlying legal basis in Articles 19 through 21 of the Commercial Code (KUHD). A CV is not a separate legal entity, so there is no asset separation between the partnership and its active partner.
Read the complete guide: Commanditaire Vennootschap (CV): Definition, How to Establish
If you are building toward outside investment or want stronger personal asset protection, our PT company registration service handles everything from drafting the deed to Ministry of Law approval. If you are starting with a local business partner and want a faster setup, our CV registration service covers the notarial deed through SABU registration.
What Are the Main Differences Between a PT and a CV?
The differences between a PT and a CV cover legal status, founder requirements, liability, and ownership structure.
| Aspect | PT | CV |
|---|---|---|
| Legal entity status | Recognized legal entity | Not a separate legal entity |
| Founders required | At least 2 (standard PT) or 1 for an Individual PT meeting micro/small business criteria | At least 2, an active partner and a passive partner |
| Owner liability | Limited to the value of shares paid in | Active partner is personally liable, passive partner is limited to invested capital |
| Foreign ownership | Allowed through PT PMA, subject to investment value rules | Restricted to Indonesian citizens in practice |
| Ease of attracting investors | Easier, since ownership is represented by shares | More limited, no share instrument |
How Much Capital Do You Need to Set Up a PT or CV?
Authorized capital for a standard PT is now decided entirely by the founders, with no fixed legal minimum. This changed when Article 32 of Law No. 40 of 2007 was amended by the Job Creation Law and reaffirmed in Article 3 of Government Regulation No. 8 of 2021. The previous IDR 50 million minimum authorized capital no longer applies to a regular PT, except in regulated sectors such as banking and insurance, which still follow sector-specific capital rules.
Even with that flexibility, Article 33 of the PT Law still requires at least 25 percent of the authorized capital to be subscribed and fully paid at the time of establishment. If founders agree on IDR 100 million in authorized capital, at least IDR 25 million must actually be transferred to the company account.
A CV has no statutory minimum capital at all. The amount is entirely up to the agreement between the active and passive partners, as set out in the deed of establishment. Foreign investors should note that this flexibility does not extend to ownership, since CV founders must be Indonesian citizens. If you need foreign-owned capital flexibility, a PT PMA is the structure to evaluate instead.
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How Do You Establish a PT or a CV in Indonesia?
Setting up a PT involves more formal steps than a CV, though both can now be processed electronically.
A standard PT begins with a company name reservation, drafting a notarial deed, then registration with the Ministry of Law through the Legal Entity Administration System (SABH) to obtain legal entity status. After that, the PT still needs a business identification number (NIB) through the OSS system and a corporate tax ID. An Individual PT meeting micro and small business criteria skips the notary entirely, requiring only an electronic statement of establishment.
Setting up a CV starts with an agreement between the active and passive partners, formalized in a notarial deed, then registered with the Ministry of Law through the Business Entity Administration System (SABU). Once registered, a CV also needs a tax ID and an NIB through OSS. You can read more on what each deed must contain in our guide to Individual PT.
Baca Juga: How to Set Up a PT Company in Indonesia 2026: Complete Step-by-Step Guide
Finding the CV Paperwork Overwhelming?
We handle CV setup from the notarial deed to the NIB, with support in 40+ strategic locations across Indonesia.
How Does Tax Differ Between a PT and a CV?
A PT is subject to corporate income tax on company profit, and dividends distributed to shareholders can be taxed again at the individual level. Tax reporting tends to be more complex because a PT must maintain formal bookkeeping under accounting standards.
A CV is also subject to corporate income tax on its profit, but since it is not a separate legal entity, profit distributed to partners is not subject to an additional dividend tax the way PT dividends are. This is one reason some small business owners view CV taxation as simpler, although the base corporate tax rate itself is the same for both structures.
Also read: Tax for PT (Perseroan Terbatas) in Indonesia: Types and Obligations
PT or CV: Which One Should You Choose?
The right answer depends on three things: your growth plans, your need for outside investors, and your nationality as a founder.
If you are planning to raise investment, bid for large corporate or government contracts, or expand internationally, a PT is the stronger choice. Its legal entity status gives partners and financial institutions more certainty, and its share structure makes it easier to bring in new investors without rewriting the founding agreement.
If you are starting a smaller venture with a trusted local partner and do not need a formal structure yet, a CV can be faster and cheaper to set up. Keep in mind, though, that the active partner remains personally liable if the business runs into significant losses.
There is a third option that foreign-focused guides often skip: the Individual PT. For solo founders who qualify as micro or small businesses, this structure offers the same limited liability protection as a standard PT, without a notarial deed and without a minimum authorized capital requirement. For a single founder, this is often a stronger comparison point than a CV, though it remains restricted to Indonesian citizens, just like the CV.
For foreign investors and expats specifically, the comparison looks different again. A CV is generally not available to you as a founder, and a standard PT for foreign ownership becomes a PT PMA, which carries its own investment value requirements, currently around IDR 10 billion in total investment outside land and buildings per business field, with at least IDR 10 billion in paid-up capital unless a specific sector regulation says otherwise. Getting this structure wrong early on, whether by under-capitalizing a PT PMA or assuming you can use a CV, tends to cost more in restructuring later than it would have cost to set it up correctly from the start.
Can a CV Be Converted Into a PT?
Yes. A CV can be upgraded to a PT by settling all obligations between partners, drafting new articles of association for the PT, canceling the old CV tax ID, and filing a new deed of establishment with a notary and the Ministry of Law. This process typically also requires a public accountant’s audit of the CV’s assets before they are transferred into the newly formed PT.
Legal Basis for PT and CV in Indonesia
- Law No. 40 of 2007 on Limited Liability Companies, the primary legal basis for PT, still in force
- Law No. 6 of 2023 on the Job Creation Law, amending several provisions of the PT Law including authorized capital and the Individual PT
- Government Regulation No. 8 of 2021 on Authorized Capital, regulating technical details of capital and Individual PT for micro and small businesses
- Articles 19 through 21 of the Commercial Code (KUHD), the primary legal basis for CV
- Ministerial Regulation No. 17 of 2018 on Registration of Limited Partnerships, governing CV registration through SABU
A freshness note: Indonesia’s implementing regulations for both PT and CV registration are updated fairly often, so confirm the current version on the Ministry of Law’s official site before finalizing your decision.
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Frequently Asked Questions
What is the difference between a CV and a Firm?
A CV has two types of partners, active and passive, while a firm only has active partners who are all equally liable for the business. CVs are more common in trading and services, while firms are more common in professional practices such as law or accounting firms.
How long does it take to set up a PT or a CV?
Setting up a PT usually takes a few business days from the completed notarial deed to legal entity approval, plus the time needed to obtain an NIB through OSS. A CV is generally faster since it only requires registration through SABU, without waiting for legal entity status.
Does a CV need a tax ID?
Yes. Even though it is not a separate legal entity, a CV is still a taxpayer and must register for a corporate tax ID to report tax on its business profit.
Can a foreign national establish a CV in Indonesia?
In practice, establishing a CV requires Indonesian citizenship. Foreign investors who want to operate in Indonesia typically use a PT PMA instead.
Is an Individual PT the same as a CV?
No. An Individual PT remains a legal entity with limited owner liability and can only be owned by one person, while a CV is not a legal entity and requires at least two partners.
References
1. Government of the Republic of Indonesia. (2007). Law No. 40 of 2007 on Limited Liability Companies. Retrieved from
https://peraturan.bpk.go.id/Details/39965
2. Ministry of Law and Human Rights. (2018). Ministerial Regulation No. 17 of 2018 on Registration of Limited Partnerships, General Partnerships, and Civil Partnerships. Retrieved from
https://peraturan.go.id/id/permenkumham-no-17-tahun-2018
3. Financial Services Authority of Indonesia. (2007). Law No. 40 of 2007 on Limited Liability Companies (official document). Retrieved from
https://www.ojk.go.id/sustainable-finance/id/peraturan/undang-undang/Documents/5.%20UU-40-2007%20PERSEROAN%20TERBATAS.pdf
