Establishing a PT or Limited Liability Company is an important step for entrepreneurs who want to give their business legal status. By having a legal entity, the business is not only more trustworthy but also better protected by law. However, who is actually eligible to establish a PT in Indonesia? Based on the Limited Liability Company Law (UUPT) No. 40 of 2007 and the Civil Code (KUHPer), here are the parties that qualify to establish a PT:
At Least Two People Must Establish It
According to Article 7 of the UUPT, a PT must be established by at least two individuals or more, either as individuals or legal entities. The founders are required to deposit capital according to the agreement and hold shares in the company. The deed of establishment must be drawn up in Indonesian by a notary.
Important Note: If this requirement is not met, the limited liability of the PT can turn into unlimited liability, where all the company’s obligations become the personal responsibility of the founders.
Also Read: How to Establish a PT: A Step-by-Step Guide
Indonesian Citizens (WNI)
Individuals who want to establish a PT must be legally recognized Indonesian Citizens (WNI). They must be at least 17 years old and have an ID card. In certain circumstances, such as the death of a PT owner, an appointed guardian may temporarily take over until the heir reaches adulthood.
Indonesian Legal Entities
In addition to individuals, legal entities such as other PTs, CVs (Commanditaire Vennootschap), or foundations established in Indonesia can also be founders of a PT. These legal entities must meet the applicable legality requirements, including listing their business fields in the TDP (Company Registration Certificate) and SIUP (Trade Business License).
Also Read: PT Legal Documents: A Complete Guide for Companies
Foreigners or Foreign Legal Entities
For foreigners or foreign legal entities, establishing a PT in Indonesia is possible through the Foreign Investment Limited Liability Company (PT PMA) scheme. According to BKPM Regulation No. 4 of 2021, the minimum capital investment is IDR 10 billion. In addition, the selected business sector must align with the list of sectors open to foreign investment.
Combination of Indonesian Citizens and Foreign Legal Entities
A PT can also be established through a collaboration between Indonesian citizens (WNI) and foreign legal entities. The share ownership structure must comply with foreign investment regulations, particularly in certain business sectors that have foreign ownership restrictions.
Husbands and Wives Without a Pre-Nuptial Agreement
Married couples without a pre-nuptial agreement can establish a PT together. On the other hand, if there is a pre-nuptial agreement that separates assets, they must seek a third party as an additional founder.
Also Read: PT Establishment Requirements You Must Know
No Limited Legal Status
Individuals wishing to establish a PT must have full legal capacity. This means they are not under guardianship, have not been declared bankrupt, and have reached adulthood according to Article 1330 of the Civil Code (KUHPer). This ensures that the PT is managed by legally competent parties.
Establishing a PT provides many benefits, such as legal protection, higher credibility, and easier access to business opportunities, such as tenders or collaborations with large companies. With a PT, your business also has a greater chance of growing professionally.
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