In accordance with the Omnibus Law No. 11 of 2020, now an Individual Limited Liability Company (PT Perorangan) can be established by one individual who acts as both a shareholder and a Director, meeting the criteria for micro, small, and medium enterprises (MSMEs).
PT Perorangan is a type of company that serves as a bridge for business activities and provides convenience for the MSME sector in building their businesses. This has been officially recognized and has specific criteria and procedures established through legal foundations that must be observed when establishing PT Perorangan, as detailed below.
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Basic Legal Rules for Establishing PT Perorangan
Several basic legal rules are related to the provisions of Government Regulation (PP) regarding the establishment of PT Perorangan, including:
- Government Regulation (PP) No. 7 of 2021 concerning facilitation, protection, and empowerment of cooperatives and micro, small, and medium enterprises (MSMEs).
- Government Regulation (PP) No. 8 of 2021 concerning the capital market of companies as well as the registration, establishment, changes, and dissolution of companies that meet the criteria for micro and small enterprises.
Criteria for Establishing PT Perorangan
Before looking at the procedural requirements for establishing PT Perorangan, it’s advisable to first understand the criteria that encompass the establishment of PT Perorangan. If you cannot meet these criteria, you must establish a regular PT (Individual PT status will be lost).
As stipulated in the previous regulation of Law No. 20 of 2008 regarding micro, small, and medium enterprises and strengthened by Omnibus Law No. 11 of 2020, the criteria are as follows:
Micro Enterprise Criteria
This is determined based on the business capital or annual sales. If the business capital is a maximum of 1 billion, excluding land and building premises, or has annual sales exceeding 2 billion.
Small Enterprise Criteria
This is determined based on ownership of business capital. If the business capital is more than 1 billion up to a maximum of 5 billion, excluding land and building premises, or has annual sales exceeding 2 billion up to a maximum of 15 billion.
Government Regulation No. 7 of 2021 explains that micro, small, and medium enterprises are grouped based on criteria of business capital or annual sales. The criteria for business capital are used for the establishment or registration of business activities.
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And regarding the criteria for business capital, they include:
Micro Enterprise Criteria
The determined criteria have a business capital of up to a maximum of 1 billion, excluding land and building premises.
Small Enterprise Criteria
The determined criteria have a business capital of more than 1 billion up to a maximum of 5 billion, excluding land and building premises.
Medium Enterprise Criteria
The determined criteria have a business capital of more than 5 billion up to a maximum of 10 billion, excluding land and building premises.
Procedures for Establishing PT Perorangan
The status of PT Perorangan as a legal entity is emphasized in Article 1 of Government Regulation No. 8 of 2021 regarding limited liability companies. A company that is a partnership of capital established based on an agreement, conducting business activities with basic capital entirely divided into shares, or an individual legal entity that meets the criteria for micro and small enterprises.
Therefore, the establishment of PT Perorangan has procedures that you can consider, including:
- PT can only be established by one person, including a shareholder and director (no commissioners).
- Must engage in micro and small business activities.
- Founder creates a founding statement.
- Electronic registration of Individual Limited Liability Company through the Ministry of Law and Human Rights.
- Obtain Taxpayer Identification Number (NPWP) for the Individual Limited Liability Company.
- Obtain Business Identification Number (NIB) and Business License for the Individual Limited Liability Company.
Although founded by only one person and encompassed in legal entity procedures, it is important to underline that the status of PT Perorangan remains within the legal entity framework, similar to regular PT with at least two founders and shareholders, referred to as (ordinary PT).
Requirements for Establishing PT Perorangan
If you are interested in establishing PT Perorangan, there are certain requirements you should be aware of, including:
- The limited liability company is referred to as a partner and is a legal entity established in accordance with the criteria for micro and small enterprises.
- Create a founding statement in accordance with the format specified in the annex of Government Regulation No. 8 of 2021 regarding MSME capital.
- Individual limited liability companies can only be established by one person.
- Individual limited liability companies must have basic capital and paid-up capital. The capital deposit requirement is at least 25% of the basic capital, as evidenced by valid proof of deposit.
- Individual limited liability companies can only be founded by Indonesian citizens by filling out a founding statement in the Indonesian language.
- The referred Indonesian citizens must be at least 17 years old and legally competent.
Requirements for registering the establishment of PT Perorangan include:
- Founder’s ID card (KTP).
- Founder’s Taxpayer Identification Number (NPWP).
- The address of the Individual Limited Liability Company must comply with the Special Capital City Regional Regulation No. 1 of 2014 regarding detailed spatial plans and zoning regulations.
- Fill out a founding statement for the individual limited liability company.
The popularity of Individual Limited Liability Companies among the public provides convenience for business players. Now, MSME entrepreneurs are eager to expand their businesses through a clear legal entity. However, the existence of a virtual office cannot be denied in facilitating the establishment of your company. You can now experience the ease of a virtual office in helping your business. With a prestigious business address, it is one of the ways to facilitate the establishment of an Individual Limited Liability Company. It’s time for you to use a virtual office.
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