Requirements for PT PMA Restaurant in Indonesia  (2025 to 2026): A Complete Guide for Foreign Investors

Indonesia’s food and beverage industry continues to attract strong interest from foreign investors. The rapid growth of the middle class, increasing tourism activity, and wider acceptance of global culinary concepts have positioned the restaurant sector as one of the most promising investment segments in the country.

However, these opportunities come with a more structured regulatory framework, particularly following the implementation of the latest implementing regulations of the Job Creation Law (Undang-Undang Cipta Kerja).

For foreign investors, opening a restaurant in Indonesia cannot be done casually. All commercial activities must be conducted through a Foreign Investment Limited Liability Company (Perseroan Terbatas Penanaman Modal Asing or PT PMA). Therefore, understanding the requirements for establishing a PT PMA restaurant becomes a critical step before committing capital.

This article provides a comprehensive overview of PT PMA restaurant requirements based on the 2025 to 2026 regulatory framework, covering legal structure, investment capital, OSS licensing, certification obligations, and taxation.

Legal Framework for PT PMA Restaurants That Foreign Investors Must Understand

Every restaurant owned by foreign investors in Indonesia must be established as a Foreign Investment Limited Liability Company (PT PMA). This legal structure allows companies to conduct full commercial operations under Indonesian law.

The main legal foundations include:

• Investment Law (Undang-Undang Penanaman Modal)
• Company Law (Undang-Undang Perseroan Terbatas)
• Job Creation Law (Undang-Undang Cipta Kerja)
• Presidential Regulation on the Positive Investment List (Daftar Positif Investasi)
• Risk Based OSS Licensing System (OSS Berbasis Risiko)
• The latest BKPM Regulation of 2025

Under the Positive Investment List, the restaurant sector under KBLI code 56101 is classified as fully open to foreign ownership up to 100 percent. 

However, this openness is accompanied by an important condition: The business must qualify as a Large Scale Enterprise (Usaha Besar), not a micro, small, or medium enterprise (UMKM).

Ownership Structure and Management of a PT PMA Restaurant

To establish a PT PMA restaurant, investors must meet the minimum corporate structure requirements, including:

• At least two shareholders
• One director
• One commissioner

Shareholders may be foreign individuals, foreign legal entities, or a combination with Indonesian parties.

Directors may be foreign nationals. However, in practice, many companies appoint at least one resident director to facilitate banking administration, tax compliance, and communication with government authorities.

All ownership structures must be reported transparently, including beneficial ownership data, as regulatory oversight through OSS and the national tax system continues to intensify.

Capital and Minimum Investment Requirements for PT PMA Restaurants

One of the most decisive requirements for PT PMA restaurant establishment is the investment value.

Minimum Investment Value

Each PT PMA restaurant must have an investment value exceeding IDR 10 billion for each business classification (KBLI).

It is important to note that this amount:

• Must not include land and building value
• Only consists of business equipment, renovations, furniture, working capital, and operational expenses

In other words, purchasing property cannot be counted as part of the required investment threshold.

Paid-Up Capital Regulation in 2025

Through BKPM Regulation Number 5 of 2025, the government introduced significant flexibility regarding initial paid up capital.

The minimum paid up capital is now set at IDR 2.5 billion per KBLI.

This policy improves cash flow flexibility during the early stages of company formation. However, investors remain obligated to realize total investments exceeding IDR 10 billion according to the business plan submitted through OSS.

Failure to achieve investment realization within the LKPM reporting period (Laporan Kegiatan Penanaman Modal) may result in business license suspension or revocation.

Due to this complexity, many foreign companies engage professional advisors to ensure capital structuring and investment realization comply with regulations.

Prohibition of Nominee Shareholding Structures

Some investors attempt to bypass high capital requirements by using Indonesian nationals as nominee shareholders.

This practice is strictly prohibited under the Investment Law.

The legal consequences are severe, including:

• The nominee agreement being legally void
• Loss of ownership rights over company assets for foreign investors
• No legal protection in disputes

With increasingly integrated regulatory monitoring systems, such arrangements are easily detected.

For large scale restaurant investments, establishing a PT PMA through lawful structures remains the safest and most sustainable approach.

Selection of KBLI Code and Location Zoning Compliance

Main KBLI for restaurant business

The primary classification code for restaurants is KBLI 56101.

If the restaurant includes additional activities such as alcohol bar services or catering operations, supplementary KBLI codes may be required depending on business scope.

Mandatory zoning compliance

The OSS system validates business locations through the Spatial Utilization Compliance mechanism (Kesesuaian Kegiatan Pemanfaatan Ruang or KKPR).

PT PMA restaurants may only operate in:

• Commercial and service zones
• Tourism zones

Locations within purely residential zones or green open spaces will be automatically rejected by the system.

Therefore, zoning verification prior to leasing or purchasing property is a strategic step that should never be overlooked.

Risk Based OSS Licensing System for Restaurants

Restaurant licensing is determined not only by PT PMA status but also by operational capacity measured through seating capacity.

In general:

• Below 50 seats require only a Business Identification Number (Nomor Induk Berusaha or NIB)
• Between 50 and 100 seats require NIB and Standard Certification (Sertifikat Standar)
• Between 101 and 200 seats require verification by relevant authorities
• Above 200 seats require full licensing and environmental approval

Although smaller restaurants may technically obtain OSS approval, many regional governments encourage PT PMA restaurants to operate above 50 seats in alignment with UMKM protection policies.

Mandatory Operational Certifications

Before serving customers, PT PMA restaurants must fulfill several technical certifications.

Environmental approval

• Environmental Management Commitment Letter (Surat Pernyataan Kesanggupan Pengelolaan dan Pemantauan Lingkungan Hidup or SPPL) for small to medium scale
• Environmental Management and Monitoring Effort (Upaya Pengelolaan Lingkungan Hidup dan Upaya Pemantauan Lingkungan Hidup or UKL-UPL) for larger capacity operations

Sanitation Fitness Certificate (Sertifikat Laik Sehat or SLS)

The SLS is the most critical health permit, covering:

• Water and food quality testing
• Food handler training programs
• Kitchen and sanitation inspections

Without this certificate, restaurants risk closure by local health authorities.

Tourism business standard certification

Audits conducted by certified tourism business certification bodies to assess product quality, service standards, and management systems.

Mandatory Halal Certification Since 2024

As PT PMA restaurants are classified as Large Scale Enterprises, halal certification requirements have been fully enforced since October 2024.

Investors may choose between two compliance routes:

• Halal route, where all ingredients must be halal certified and no prohibited substances are used in facilities.
• Non halal route, where certain products such as pork or alcohol are permitted but clear non halal labeling must be displayed to consumers.

Non compliance may result in administrative penalties or temporary closure.

Restaurant Taxation That Investors Must Understand

Unlike most businesses, restaurants do not charge Value Added Tax (VAT) to customers.

Instead, restaurants collect Regional Goods and Services Tax (Pajak Barang dan Jasa Tertentu or PBJT) at rates up to 10 percent according to local regulations.

At the same time, restaurants still pay VAT on raw materials, property leasing, and equipment purchases. Since there is no output VAT, these costs directly affect profit margins.

LKPM Reporting Obligations Often Overlooked

Every PT PMA restaurant must submit quarterly reports on investment realization and workforce employment through the OSS system.

Failure to report for two consecutive periods may result in business license suspension or revocation.

This obligation remains one of the most common causes of administrative failure during early operational stages.

The Role of XPND in Establishing PT PMA Restaurants Legally and Structurally

Establishing a PT PMA restaurant involves more than completing initial documents. It requires building a compliant business structure capable of long term business growth.

XPND acts as a strategic partner for foreign investors and culinary business groups seeking to enter the Indonesian market legally and efficiently.

Through a compliance first approach, XPND supports:

• Shareholding and capital structuring aligned with the latest regulations
• PT PMA incorporation and OSS risk based licensing
• Location zoning validation through KKPR
• Operational certification assistance such as SLS and business standard compliance
• Halal and non halal regulatory strategy
• Ongoing LKPM reporting management

With deep expertise in investment regulations and digital licensing systems, XPND helps investors minimize administrative risks while accelerating operational readiness.