How to Close a PT PMDN in Indonesia: Dissolution, Liquidation, and the Steps That Cannot Be Skipped

A PT PMDN that stops operating is not automatically closed. This is the misunderstanding that creates the most significant compliance exposure for Indonesian entrepreneurs who wind down a business informally. The company continues to exist as a legal entity. Its tax identification number remains active. Its NIB record sits in OSS RBA. Its LKPM obligations continue to accrue. Its annual report to SABH under Permenkum No. 49 of 2025 is still due each year. None of these obligations disappear because the business stopped trading.

The only way to end these obligations is to complete the formal dissolution and liquidation process under Law No. 40 of 2007 on Limited Liability Companies (Undang-Undang Perseroan Terbatas or UUPT) as amended by Law No. 6 of 2023 on Job Creation. Until that process is completed and the company is stricken from the Ministry of Law’s records, the directors and shareholders remain legally responsible for its compliance position.

This guide sets out the complete step-by-step process for closing a PT PMDN in Indonesia, the regulatory basis for each step, the timeline, and the consequences of leaving the process incomplete.

PT PMDN vs PT PMA: Why the Closing Process Is Different

Most guides on closing a company in Indonesia focus on PT PMA. The PT PMDN closing process follows the same legal framework under UUPT as amended by UU No. 6 of 2023, but without two obligations that are specific to foreign investment companies.

A PT PMA must formally revoke its investment license from BKPM and close its investment file through the OSS RBA investment system before the dissolution can proceed. This step does not apply to PT PMDN. A PT PMDN is a domestically-owned company under the domestic investment framework, and its dissolution does not require a separate BKPM investment license revocation step.

The practical consequence is that PT PMDN dissolution is operationally simpler than PT PMA dissolution in terms of the government systems involved. The corporate law steps, the tax deregistration steps, and the SABH filing requirements are identical. What PT PMDN avoids is the investment revocation pathway.

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When a PT PMDN Should Be Formally Closed

There are four situations where formal dissolution is the correct course of action.

Voluntary cessation of operations. The shareholders decide to wind down the business, whether because the venture was not commercially successful, the business purpose has been achieved, or the founders are moving on to other activities. This is the most common scenario and the one this guide primarily addresses.

Dormant companies with ongoing compliance obligations. A PT PMDN that has not conducted operations for an extended period is still legally required to file quarterly or semi-annual LKPM reports, submit annual reports to SABH, and maintain its tax registration. Companies that have been dormant for more than three years face the additional risk of court-ordered dissolution under Article 146 of UUPT. Formal closure eliminates these obligations permanently.

Shareholder decision following business restructuring. When a PT PMDN’s business activity is transferred to another entity through a merger, asset transfer, or business sale, the original company needs to be formally closed rather than left as an empty shell.

Regulatory compulsion. Under PP No. 28 of 2025, a company whose business license is revoked by the relevant authority is required to proceed to dissolution. License revocation can result from persistent LKPM non-compliance, operating outside licensed KBLI activities, or failure to meet post-licensing supervision requirements.

The Formal Dissolution Process: Step by Step

The dissolution of a PT PMDN follows a sequence that cannot be reordered. Each step has a deadline and a dependency on the preceding step.

Step 1: Shareholders’ Resolution at RUPS

The dissolution begins with a formal resolution passed at a General Meeting of Shareholders (Rapat Umum Pemegang Saham or RUPS). Under Article 87 of UUPT, a dissolution resolution requires approval by at least three-quarters of the total votes cast at a meeting attended by shareholders representing at least three-quarters of the total issued shares, unless the Articles of Association provide for a higher threshold.

The RUPS resolution must formally approve three things: the decision to dissolve the company, the appointment of a liquidator, and the liquidator’s authority and scope. The liquidator can be a member of the Board of Directors, an external lawyer, or a third party. Once appointed, the liquidator assumes full responsibility for the winding-up process and replaces the Board of Directors as the party legally responsible for the company’s affairs.

Step 2: Notarial Deed of Dissolution

Within 30 days of the RUPS resolution, the dissolution must be recorded in a notarial deed (akta pembubaran) prepared by a notary (Notaris). The notary records the RUPS resolutions, the identity of the liquidator, and the legal basis for the dissolution.

The 30-day window is non-negotiable. A dissolution deed executed outside this window is technically defective and may need to be remedied through a new RUPS resolution.

Step 3: SABH Filing and Ministry of Law Notification

The notarial deed of dissolution must be filed with the Ministry of Law’s Legal Entity Administration System (Sistem Administrasi Badan Hukum or SABH) within 30 days of the deed’s execution. The notary submits this filing on behalf of the company. The Ministry of Law issues an acknowledgment confirming the dissolution has been recorded in the national company registry.

Under Permenkum No. 49 of 2025, companies that have not filed their annual reports through SABH cannot process corporate filings including dissolution. If the company’s SABH profile is blocked due to outstanding annual report submissions, those submissions must be processed before the dissolution filing can proceed.

If your company’s SABH access is currently blocked or you are unsure of its compliance status before starting the dissolution process, the XPND team can assess your position before any filing is made. Write to info@xpnd.co.id with the company name and NIB.

Step 4: Public Announcement of Dissolution

The liquidator must announce the dissolution in a nationally circulated newspaper within 30 days of the Ministry of Law notification. This announcement gives creditors a formal opportunity to submit claims against the company before the liquidation proceeds. Under UUPT, creditors have 60 days from the date of the announcement to submit claims.

The newspaper announcement must include the legal basis for the dissolution, the identity and contact details of the liquidator, and the deadline for creditor claims. A second newspaper announcement is required after the liquidation is complete to confirm that all obligations have been settled.

Step 5: Liquidation of Assets and Settlement of Obligations

The liquidator is responsible for converting the company’s assets to cash, settling all outstanding obligations to creditors, employees, and the government, and distributing any remaining assets to shareholders in proportion to their shareholding.

Outstanding obligations that must be settled before liquidation is complete include:

All outstanding tax liabilities including unpaid PPh (income tax), PPN (VAT) where applicable, and any penalties or interest on late payments. Employee severance obligations under UU No. 6 of 2023 on Job Creation, which governs the severance entitlements of employees whose employment is terminated due to company closure. Any outstanding debts to suppliers, landlords, or other creditors who have submitted claims within the 60-day window. LKPM-related obligations and any outstanding administrative fines under PP No. 28 of 2025.

The liquidator maintains a liquidation financial report throughout this process and presents it at a final RUPS for shareholder approval.

Step 6: Tax Deregistration

Before the dissolution can be formally completed, the company’s tax registration must be cancelled. This requires submitting an application to the Directorate General of Taxes (Direktorat Jenderal Pajak or DJP) through Coretax to deregister the company as a taxpayer (penghapusan NPWP). Under UU No. 28 of 2007 on General Tax Provisions (Undang-Undang Ketentuan Umum dan Tata Cara Perpajakan or UU KUP), the DJP will conduct a tax audit or review before approving the deregistration. All outstanding tax returns must be filed and all tax liabilities settled before deregistration is approved.

For companies with outstanding LKPM-related issues or unreconciled withholding tax positions, the tax deregistration step is often where the process slows down. The annual tax reporting compliance guide covers the reconciliation obligations that need to be in order before deregistration can proceed.

Step 7: NIB Cancellation Through OSS RBA

After tax deregistration is confirmed, the company’s Business Identification Number (Nomor Induk Berusaha or NIB) must be cancelled through the OSS RBA system. The NIB cancellation terminates the company’s registered business licenses and removes its active status from the investment reporting system. LKPM reporting obligations cease upon NIB cancellation.

Step 8: Final RUPS and Completion of Liquidation

The liquidator presents the final liquidation financial report to a closing RUPS for shareholder ratification. This meeting formally accepts the liquidator’s report and discharges the liquidator from their responsibilities. The minutes of this meeting are notarised and filed with SABH as the final corporate document.

Step 9: Final SABH Filing and Deletion from Company Registry

The notary submits the final liquidation completion notice to SABH. The Ministry of Law deletes the company from the national company registry. From this point, the company ceases to exist as a legal entity. The dissolution is complete.

How Long Does It Take to Close a PT PMDN

A straightforward dissolution with no creditor claims, no tax audit complications, and no SABH access issues typically takes between six and twelve months from the initial RUPS resolution to final registry deletion. The timeline is driven primarily by two variables: how long the DJP takes to complete its tax review before approving deregistration, and how quickly the 60-day creditor claim window can be opened and closed.

Companies with outstanding compliance issues, including unfiled LKPM reports, unreconciled tax positions, or blocked SABH profiles, face longer timelines because each issue must be resolved before the dissolution process can advance.

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The Risk of Leaving a PT PMDN Informally Closed

Companies that stop operating without completing the formal dissolution process accumulate compliance obligations indefinitely. Under PP No. 28 of 2025, a company with four consecutive quarters of zero LKPM realization faces license suspension proceedings. Under Permenkum No. 49 of 2025, a company that fails to submit its annual SABH report has its corporate profile blocked, preventing all future filings. Under UU KUP, unfiled tax returns generate late filing penalties that compound over time.

A director or commissioner of a company that has been informally closed but not formally dissolved remains personally exposed to these liabilities until the company is legally extinguished. The PT PMDN annual compliance obligations that apply to an operating company apply equally to a dormant one. The PT PMDN annual compliance checklist sets out every obligation that continues to run until dissolution is formally completed.

How XPND Manages the PT PMDN Dissolution Process

Dissolution is not a process that runs itself. Each step has a deadline tied to the previous one, and each government system involved has its own data requirements and processing timelines. A SABH block that is not identified before the dissolution starts delays the entire sequence. A tax position that is not reconciled before the deregistration application is submitted sends the company back to the preparation stage.

XPND manages PT PMDN dissolution from the pre-dissolution compliance review through to the final SABH deletion. Before any RUPS is scheduled, the team maps the company’s outstanding compliance position across SABH, OSS RBA, and the tax system, so that the dissolution process starts from a clean baseline rather than discovering complications mid-sequence.

For PT PMDN owners who want to understand what is involved in closing their company and how long the process is likely to take given their current compliance position, the conversation starts with a review of where the company currently stands. Write to info@xpnd.co.id with the company name and NIB to begin that assessment.