This is the Commercial law in Indonesia our class has presented in class.

1. Benny
Josh (Keum )
Dave

2. PT company Definition
 PT company is an entity established by at least two
parties.
 It must be drawn up in a notarial deed and be
approved by the minister of law & human rights.
 The articles must be then published in Lembaran
Berita Negara
PT

3. Basic features of PT
 -Liability of shareholders is limited to the shares they have.
 -Company is managed by a board of directors which is
supervised by a board of commissioners.
 -The voting rights of shareholders are based on the one
share one vote principle;
 -The board of directors and the board of commissioners are
responsible to the shareholders’ general meeting;
 - At least two independent founders (shareholders) are
required to establish the company
 - Joint and several liability of founders exists until the deed
of establishment has been approved by the Minister of Law
& Human Rights and the pre-approval actions have been
ratified by the shareholders.
PT

4. PT company Advantages
 Benefits of Limited liability. , holders of shares a company
has no responsibility to bonds and corporate
debt. Therefore the loss or the potential loss cannot exceed
beyond the amount of money the shareholders paid. This
allows the company to carry out a risky business. This also
form a limited liability basis for trading in the shares of the
company.
 Benefits of Future eternal life. Assets and corporate
structure can exceed the lifetime of its shareholders,
officers or directors. This gives the capital a stability. The
stability of the capital can lead the investment in a larger
projects .
PT

5. PT company Disadvantages
 Licensing and organizational complexity. It is very hard
to establish a PT. The cost of establishing a PT is a lot,
 PT also requires a deed notarized and special permits
for certain businesses. If we were establish a PT with a
big company, the costs will come out very big.
PT

6. PMA Definition
 PT company that is established as a Joint venture
between foreign investors and, if required, Indonesian
partners, is called a PMA company. The joint venture
partners may involve legal entities (corporations) or
individual persons. PMA company is also responsible
to the Company Law. In practice the minimum issued
and paid up capital for a PMA company is US$100,000
whilst the minimum planned investment is
US$250,000 per line of business.
PMA

7. PMA Advantage
 In a growing number of countries, joint ventures with host
governments have become increasingly important. These
may be formed directly with State-owned enterprises or
directed toward national champions.
 Joint ventures enable companies to share technology and
complementary IP assets for the production and delivery of
innovative goods and services.
 Joint ventures may provide specialist knowledge of local
markets, entry to required channels of distribution, and
access to supplies of raw materials, government contracts
and local production facilities.
PMA

8. PMA Disadvantage
 Many joint ventures fail because of a conflict in tax interests between the
partners
 Problems occur with regard to management structures and staffing of joint
ventures.
 A major problem is that joint ventures are very difficult to integrate into a
global strategy that involves substantial cross-border trading. In such
circumstances, there are almost inevitably problems concerning inward and
outward transfer pricing and the sourcing of exports, in particular, in favour of
wholly owned subsidiaries in other countries.
 Another serious problem occurs when the objectives of the partners are, or
become, incompatible. For example, the multinational enterprise may have a
very different attitude to risk than its local partner, and may be prepared to
accept short-term losses in order to build market share, to take on higher levels
of debt, or to spend more on advertising. Similarly, the objectives of the
participants may well change over time, especially when wholly owned
subsidiary alternatives may occur for the multinational enterprise with access
to the joint venture market.
PMA

9. Regulation qualification for PMA
 The following licenses / establishment documents are required
by a foreign investor for the establishment of a PT PMA in
Indonesia:
 1. Principle License from BKPM;
2. Deed of Establishment which is legalized by a notary;
3. Minister’s Decree regarding the legalization of the legal entity
status of the PT PMA from Ministry of Law and Human Rights;
4. Domicile from the local district authority;
5. Tax registration number (NPWP) and taxable entrepreneur
confirmation (PKP) from the tax office;
6. Business License from BKPM;
7. Company Registration Certificate (TDP) from the agency for
integrated licensing services (BPPT); and
8. Manpower report and company welfare report from the sub-
department of the Ministry of Manpower.
PMA

10. Questions
 What is the advantage of PMA
 What is the disadvantage of PT