Registering a domestic company in Indonesia does not have to be complicated. With a clear understanding of the correct sequence of steps and the applicable requirements, the process of establishing a PT PMDN (Domestic Investment Limited Liability Company or Perseroan Terbatas Penanaman Modal Dalam Negeri) can proceed efficiently and without unexpected obstacles along the way.
This guide on how to register a domestic company in Indonesia covers every stage in order, from initial preparation through to post-incorporation obligations, based on the latest regulations in effect for 2025 to 2026. These include Law No. 40 of 2007 on Limited Liability Companies (Undang-Undang or UU), Government Regulation 28/2025 on Risk-Based Business Licensing (Peraturan Pemerintah or PP), and Minister of Law Regulation No. 49 of 2025 (Peraturan Menteri Hukum or Permenkum).
What Is a PT PMDN?
A PT PMDN is a limited liability company whose entire capital originates from domestic parties, whether individual Indonesian citizens (Warga Negara Indonesia or WNI), Indonesian legal entities, or the Government of the Republic of Indonesia. There is no foreign ownership element whatsoever.
Unlike a PT PMA (Foreign Investment Limited Liability Company or Perseroan Terbatas Penanaman Modal Asing), which is automatically classified as a large-scale enterprise and subject to the Positive Investment List (Daftar Prioritas Investasi or DPI), a PT PMDN can be established at any scale. Based on the value of paid-up capital, PT PMDN entities are classified as follows:
| Business Scale | Capital Value (Excluding Land and Buildings) |
| Micro Enterprise | Up to IDR 1 billion |
| Small Enterprise | IDR 1 billion to IDR 5 billion |
| Medium Enterprise | IDR 5 billion to IDR 10 billion |
| Large Enterprise | Above IDR 10 billion |
This classification matters because it determines the frequency of Investment Activity Report (Laporan Kegiatan Penanaman Modal or LKPM) submissions, eligibility for micro, small, and medium enterprise (MSME) tax incentives, and the intensity of oversight from the Online Single Submission (OSS) system.
Since Minister of Law Regulation 49/2025 took effect on 17 December 2025, all joint-stock limited liability companies (PT persekutuan modal), including PT PMDN entities, are required to submit Annual Report approval through a notarial deed to the Ministry of Law via the Legal Entity Administration System (Sistem Administrasi Badan Hukum or SABH). This obligation applies to all companies, whether newly incorporated or already in operation.
Basic Requirements to Register a Domestic Company in Indonesia
Before beginning the process of registering a domestic company in Indonesia, ensure that all of the following requirements are in place.
Shareholders
A minimum of two individuals or legal entities, all of whom must be Indonesian citizens or Indonesian legal entities. An exception applies to the PT Perorangan (Individual Company), which can be established by a single shareholder without a notarial deed, entirely through the SABH system electronically.
Management
A minimum of one Director and one Commissioner, both of whom must be domiciled in Indonesia. The governance structure of a PT follows a three-tier hierarchy:
- The General Meeting of Shareholders (Rapat Umum Pemegang Saham or RUPS) as the ultimate authority
- The Board of Directors (Direksi) as the executive body
- The Board of Commissioners (Dewan Komisaris) as the supervisory body
Capital
There is no government-mandated minimum investment value for a PT PMDN. The authorized capital is determined by the founders themselves, provided that a minimum of 25% of the authorized capital is paid up in full and supported by valid proof of payment.
Business address
The company must have a registered business address that is verifiable. For low-risk Indonesian Standard Industrial Classification codes (Klasifikasi Baku Lapangan Usaha Indonesia or KBLI) located in commercial zones, a virtual office may still be accepted by the OSS system. For medium-high risk KBLI codes and above, a physical office is required because the licensing process involves on-site verification by authorized government officials.
Registering a company at a residential address is generally not permitted for commercial activities.
Unique telephone number
Since 2025, the OSS and Legal Entity Administration systems (Administrasi Hukum Umum or AHU) require a distinct telephone number for each shareholder and a separate number for the company itself. A single number may not be used across more than one position.
Steps to Register a Domestic Company in Indonesia
Step 1: Determine the KBLI Code and Company Structure
This is the most critical step in the process of registering a domestic company in Indonesia, and the one most frequently overlooked.
The KBLI is a five-digit code that determines the company’s business field and its corresponding risk profile. A single error in the KBLI code can block access to the intended sector, delay the licensing process, or require a costly and time-consuming amendment to the deed of incorporation.
One of the most common risks when registering a domestic company in Indonesia is a data mismatch between the AHU system and the OSS system. This typically occurs when the business address registered in the deed does not match the spatial data in OSS exactly, or when the KBLI code has changed status.
An important note for 2025 to 2026, the Indonesian Central Statistics Agency (Badan Pusat Statistik or BPS) officially released KBLI 2025 through BPS Regulation No. 7 of 2025 in December 2025, replacing KBLI 2020.
A six-month transition period applies, with the full migration of the OSS system expected around June 2026. During this transition, the OSS system still references KBLI 2020, but BPS will issue a correspondence table between KBLI 2020 and KBLI 2025. Verify that the KBLI code in the deed aligns with this correspondence table to avoid having to amend the deed after the OSS system fully migrates.
At this stage, the following must be determined: the KBLI code that most accurately reflects the planned business activities, the risk profile of that code (low, medium-low, medium-high, or high), whether any specific requirements apply to the chosen KBLI, the shareholding structure among the founders, and the composition of the management team.
PP 28/2025 increases the number of sectors requiring a mandatory business license from 305 to 327, with additions including the creative economy, geospatial information, and electronic system operation sectors. Confirm that the chosen KBLI aligns with the updated list before the deed is prepared.
Step 2: Reserve the Company Name
The company name must consist of at least three words, be unique, not contain prohibited terminology, and not include foreign words for a PT PMDN. A name already registered by another company cannot be used.
Name availability is verified through the AHU Online portal managed by the Ministry of Law. This step is handled by a notary before the deed of incorporation is drafted. Prepare at least two name options as alternatives in case the primary name is already taken.
Step 3: Prepare the Incorporation Documents
The documents required to register a domestic company in Indonesia include:
- Photocopies of the national identity card (Kartu Tanda Penduduk or KTP) of all shareholders and management
- Photocopies of the personal tax identification number (Nomor Pokok Wajib Pajak or NPWP) of all shareholders and management
- Valid proof of capital payment such as a bank statement or transfer receipt
- A signed and stamped company domicile declaration letter
- A signed and stamped paid-up capital declaration letter
- Beneficial Owner (Pemilik Manfaat) data as required by Permenkum 49/2025
Permenkum 49/2025 mandates the disclosure of Beneficial Owners as part of the documentation for both company incorporation and subsequent amendments. A beneficial owner is the individual who actually controls the company or derives benefit from its business activities, regardless of the formal ownership structure.
This obligation forms part of Indonesia’s increasingly stringent anti-money laundering (AML) and counter-terrorism financing (CTF) framework.
Step 4: Sign the Deed of Incorporation Before a Notary
The deed of incorporation is drafted in Indonesian and signed before an authorized notary public. It contains the company’s Articles of Association (Anggaran Dasar), covering:
- The purpose and business activities of the company
- The authorized and paid-up capital
- The shareholding composition
- The management structure
All shareholders and management personnel must be present in person, or grant a valid power of attorney if unable to attend.
Once the deed is signed, the notary submits a request for legal entity approval to the Ministry of Law through the AHU Online system. This approval results in the issuance of a Ministerial Decree (Surat Keputusan or SK) that serves as formal confirmation that the company has obtained legal entity status.
Step 5: Register on the OSS System and Obtain the NIB
After the Ministerial Decree is issued, the next step in registering a domestic company in Indonesia is to register the company on the OSS portal to obtain a Business Identification Number (Nomor Induk Berusaha or NIB).
The NIB is the single identifier for a company within Indonesia’s licensing system. In addition to serving as the foundational business license, the NIB also functions as an Importer Identification Number (Angka Pengenal Importir or API) and customs access right for companies engaged in trade, as well as initial proof of registration for the Employment Social Security program (BPJS Ketenagakerjaan) and mandatory workforce reporting (Wajib Lapor Ketenagakerjaan Perusahaan or WLKP).
The type of license issued through the OSS system depends on the KBLI risk profile:
| KBLI Risk Profile | License Required |
| Low | NIB alone is sufficient as the business license |
| Medium-low | NIB and a self-declared Standard Certificate |
| Medium-high | NIB and a Standard Certificate that must be verified by the government before operations begin |
| High | NIB and a full Business License subject to environmental, safety, and technical audits |
Verification for medium-high and high-risk KBLI codes can take several weeks to several months. Ensure that all supporting documents are complete before submitting the application.
Step 6: Register the Corporate Tax Identification Number
After the NIB is issued, the company must register with the Directorate General of Taxes (Direktorat Jenderal Pajak or DJP) to obtain a corporate Tax Identification Number (Nomor Pokok Wajib Pajak or NPWP).
In current 2025 to 2026 practice, NPWP registration is increasingly triggered automatically through the integration of the Ministry of Law and DJP systems, but manual confirmation is still advisable to ensure the data has been recorded correctly.
The corporate NPWP is a prerequisite for opening a corporate bank account, participating in procurement processes, and fulfilling all tax obligations. Registration can be completed online through the Coretax DJP portal.
Step 7: Open a Corporate Bank Account
A corporate bank account is required to hold the paid-up capital, conduct operational transactions, and meet tax reporting requirements.
Documents typically required by the bank include the following:
- The Ministerial Decree
- The deed of incorporation
- The NIB, the corporate NPWP
- The KTP and NPWP of the authorized management personnel
Each bank has its own additional requirements, so it is advisable to confirm these in advance before visiting a branch.
PT PMDN Taxation: Standard Rate and MSME Incentives
Once the company is incorporated, there are two main tax schemes to understand.
- The standard Corporate Income Tax rate (Pajak Penghasilan or PPh) for PT PMDN is 22% of taxable profit. However, for companies with annual gross turnover of up to IDR 50 billion, the Article 31E Facility provides a 50% reduction in the PPh rate on the portion of taxable income derived from turnover of up to IDR 4.8 billion.
- The Final PPh 0.5% scheme is available for MSME entities with annual turnover not exceeding IDR 4.8 billion, under Government Regulation No. 55 of 2022. This rate is applied to monthly gross turnover and is significantly simpler than the full bookkeeping regime.
However, the scheme is time-limited: for a PT, it applies for a maximum of three years from the date of tax registration. Once that period expires, the company must transition to the standard Corporate Income Tax regime and maintain full financial records in accordance with Indonesian Financial Accounting Standards (Standar Akuntansi Keuangan or SAK).
Obligations After the Company Is Incorporated
Registering a domestic company in Indonesia does not end when the NIB is issued. Several ongoing obligations must be met to keep the company active and compliant.
LKPM
The company must submit periodic Investment Activity Reports (Laporan Kegiatan Penanaman Modal or LKPM) through the OSS system.
- Small-scale PMDN enterprises report every six months, with deadlines on the 1st to 15th of July and January.
- Medium and large-scale enterprises report every quarter, with deadlines on the 1st to 15th of April, July, October, and January.
Companies that fail to report investment realization for four consecutive quarters will receive an automatic warning from the OSS system that may lead to the suspension or revocation of the business license.
Annual Report via SABH
Under Permenkum 49/2025, all joint-stock limited liability companies are required to submit Annual Report approval through a notarial deed to the Ministry of Law via the SABH system each year.
BPJS
All companies must register their employees in the national health insurance program (BPJS Kesehatan) and the employment social security program (BPJS Ketenagakerjaan).
The BPJS Kesehatan contribution is 5% of the employee’s monthly salary, with a salary cap of IDR 12 million per month. Late payment of contributions can result in administrative penalties or complications with business license renewal in the OSS system.
OSS Compliance Profile
The OSS system monitors company compliance and categorizes it into four levels:
- Very Good
- Good
- Poor
- Non-Compliant
This profile determines the intensity of future government oversight. Data integration between the DJP, BPJS, and the Ministry of Manpower is increasingly stringent, meaning non-compliance in one system can trigger warning flags across others.
How Long Does It Take to Register a Domestic Company in Indonesia?
For low-risk KBLI codes with complete documentation, the full process of registering a domestic company in Indonesia typically takes two to four weeks:
| Stage | Estimated Duration |
| Name check and reservation | 1-3 business days |
| Deed preparation and signing | 3-5 business days |
| Ministerial Decree approval via AHU Online | 3-7 business days |
| OSS registration and NIB issuance | 1-3 business days |
| Corporate NPWP registration | 1-3 business days |
| Corporate bank account opening | 3-7 business days |
For medium-high or high-risk KBLI codes, additional time must be factored in for verification by the relevant technical authority, which can take several weeks to several months.
PT PMDN or PT Perorangan?
Since the enactment of the Job Creation Law (Omnibus Law), the PT Perorangan (Individual Company) has been available as an option for micro and small enterprises owned by a single person. A PT Perorangan can be incorporated without a notarial deed, entirely through the SABH system electronically, with a registration fee of approximately IDR 50,000 in non-tax state revenue (Penerimaan Negara Bukan Pajak or PNBP).
However, the PT Perorangan comes with limitations that should be carefully considered. This structure is available only to individual Indonesian citizens, cannot be used for businesses that require more than one shareholder, and has restricted access to large-scale procurement and external funding.
For businesses that plan to grow, receive third-party investment, or establish institutional credibility, a standard PT with a minimum of two shareholders remains the more appropriate choice when registering a domestic company in Indonesia.
Register Your Domestic Company in Indonesia with XPND
Registering a domestic company in Indonesia involves many interdependent steps. A single error in the KBLI code, a data mismatch between the AHU and OSS systems, or an incomplete set of documents can delay the entire process and require a deed amendment that takes both time and money to resolve.
XPND assists clients from the very first stage: KBLI verification, coordination with notaries, registration on the OSS and AHU systems, corporate NPWP processing, and ongoing compliance including LKPM submissions, BPJS registration, and Annual Report filings via SABH.
Contact the XPND team for an initial consultation:
- www.xpnd.co.id
- info@xpnd.co.id
