A PT PMA is the principal corporate vehicle used by foreign investors that intend to own and operate a business directly in Indonesia.
Under Indonesia’s current investment framework, a PT PMA generally requires at least two shareholders, minimum issued and paid-up capital of IDR 2.5 billion per company, and a total investment value of more than IDR 10 billion, excluding land and buildings, per five-digit KBLI per project location, subject to specific rules and exceptions.
This guide explains the practical requirements, documents, capital structure, licensing process, and key steps involved in establishing a PT PMA in Indonesia.
For a broader discussion of foreign investment structures, ownership restrictions, joint ventures, and other market-entry options, see our Foreign Investment in Indonesia: A Practical Legal Guide.
PT PMA at a Glance
As a general overview, a PT PMA:
- is an Indonesian limited liability company (PT) established with foreign investment;
- generally requires at least two shareholders;
- may be up to 100% foreign-owned, depending on the relevant business activity and sector;
- generally requires at least one director and one commissioner;
- generally requires minimum issued and paid-up capital of IDR 2.5 billion per company;
- is generally subject to a minimum investment value of more than IDR 10 billion, excluding land and buildings, per five-digit KBLI per project location;
- must obtain a Business Identification Number (NIB) through the OSS system;
- may require additional licences depending on its KBLI, risk level, location, and sector; and
- is subject to ongoing corporate, licensing, tax, employment, and investment reporting requirements.
Certain sectors may impose different or additional ownership, capital, licensing, technical, or regulatory requirements.
1. What Is a PT PMA?
A PT PMA is the term commonly used for an Indonesian limited liability company (Perseroan Terbatas or PT) established with foreign investment.
The company itself is an Indonesian legal entity. It may enter into contracts, employ personnel, maintain Indonesian bank accounts, own assets, and conduct the business activities for which it has obtained the required licences.
Whether a PT PMA can be fully foreign-owned depends on the relevant business activities and applicable sector-specific regulations.
2. What Are the Requirements to Establish a PT PMA?
Before incorporation, investors should determine:
- the proposed business activities and revenue model;
- the appropriate KBLI classifications;
- the permitted level of foreign ownership;
- the shareholders and shareholding composition;
- the directors and commissioners;
- the investment and capital structure;
- the company’s registered address; and
- the licences required for the intended activities.
A typical PT PMA will generally require:
- at least two shareholders;
- at least one director;
- at least one commissioner;
- an Indonesian registered address;
- a compliant ownership and capital structure;
- a notarial deed of establishment;
- approval of legal entity status from the Minister of Law;
- tax registration;
- OSS registration and an NIB; and
- any Standard Certificate, Business Licence, PB UMKU, sectoral licence, or other approval required for the relevant activities.
These matters should ideally be resolved before incorporation because the company’s KBLI, ownership, capital, and articles of association will form the basis for the licensing process.
3. Can a PT PMA Be 100% Foreign-Owned?
Yes. A PT PMA may be 100% foreign-owned where the relevant business activities are open to full foreign investment.
However, foreign ownership should be assessed against the applicable KBLI, Presidential Regulation No. 10 of 2021 on Investment Business Fields, as amended by Presidential Regulation No. 49 of 2021, and any sector-specific regulations.
Certain activities may be subject to:
- a maximum foreign ownership percentage;
- partnership requirements;
- special capital requirements; or
- additional investment conditions.
An Indonesian shareholder is therefore not automatically required for every PT PMA.
4. Step One: Determine the Business Activities and KBLI
The incorporation process should begin with the proposed business model.
Investors should identify what products or services the company will provide, how it will generate revenue, who its customers will be, and whether it will operate as a distributor, importer, consultant, manufacturer, contractor, marketplace, service provider, or other type of business.
These activities are then mapped to the appropriate KBLI codes.
The KBLI classification is important because it affects:
- foreign ownership;
- investment requirements;
- OSS risk classification;
- business licensing; and
- sector-specific regulatory requirements.
The KBLI should accurately reflect the actual business. Registering unnecessary activities may create additional licensing or investment consequences, while omitting a material activity may create a mismatch between the company’s licences and operations.
For further discussion, see our Client Alert on the Implementation of KBLI 2025.
5. Step Two: Determine the Shareholders, Directors, and Commissioners
A PT PMA generally requires at least two shareholders.
Depending on the applicable foreign ownership rules, its shareholders may consist of foreign individuals, foreign legal entities, Indonesian individuals, Indonesian legal entities, or a combination of them.
Where unrelated investors will jointly own the company, a shareholders’ agreement should also be considered to regulate governance, funding, reserved matters, transfers, deadlock, default, and exit arrangements.
A PT PMA generally also requires at least:
- one director, responsible for the management and representation of the company; and
- one commissioner, responsible for supervision and advice to the Board of Directors.
Foreign nationals may be appointed to corporate positions, subject to applicable company, manpower, immigration, tax, banking, and sector-specific requirements.
6. Step Three: Determine the Capital and Investment Structure
The minimum investment value and the minimum paid-up capital are separate requirements.
Minimum Investment Value
A PT PMA must generally have a total investment value of more than IDR 10 billion, excluding land and buildings, per five-digit KBLI per project location.
Specific calculation rules and exceptions apply to certain activities and sectors.
Minimum Issued and Paid-Up Capital
Under the current investment framework, a PT PMA is generally required to have minimum issued and paid-up capital of IDR 2.5 billion per company.
A higher or different capital requirement may apply under sector-specific regulations.
The commonly referenced IDR 10 billion threshold should therefore not be confused with the minimum paid-up capital requirement.
Investors should also consider the intended equity contribution, shareholder funding, and future intercompany or shareholder financing before finalising the incorporation structure.
7. Step Four: Prepare the Required Documents
For foreign individual shareholders, the documents commonly required include:
- passport;
- address and contact information;
- proposed shareholding; and
- beneficial ownership information.
For foreign corporate shareholders, the documents may include:
- certificate or evidence of incorporation;
- constitutional documents;
- registered address;
- details of directors or authorised representatives;
- corporate approval for the investment;
- power of attorney where required; and
- beneficial ownership information.
Depending on the jurisdiction and type of document, notarisation, apostille or legalisation, and an Indonesian translation may be required.
The founders will also need to determine the proposed company name, registered address, KBLI activities, capital structure, shareholders, directors, and commissioners.
8. Step Five: Establish the Company and Obtain Legal Entity Approval
The PT PMA is established through a deed of establishment executed before an Indonesian notary.
The deed records the company’s articles of association and key corporate information, including:
- company name and domicile;
- business activities;
- capital structure;
- shareholders and shareholdings;
- directors and commissioners; and
- corporate governance provisions.
An application is then submitted for approval of the company’s legal entity status by the Minister of Law.
Once the relevant approval has been issued, the PT becomes an Indonesian legal entity.
Legal entity establishment, however, does not necessarily mean that the company may immediately commence all of its intended business activities.
9. Step Six: Register Through OSS and Obtain the NIB
Following incorporation, the company proceeds with tax and business licensing registration through the Online Single Submission (OSS) system.
Indonesia currently applies a risk-based business licensing regime under Government Regulation No. 28 of 2025.
The company will generally obtain a Business Identification Number (Nomor Induk Berusaha or NIB).
Depending on the relevant KBLI and risk classification, additional requirements may include:
- a Standard Certificate;
- a Business Licence;
- PB UMKU;
- environmental approval;
- spatial or location-related approval;
- technical approval;
- product registration; or
- sector-specific licences or approvals.
An NIB should therefore not automatically be treated as confirmation that the company may immediately commence every registered activity.
10. Step Seven: Open the Bank Account and Fund the Company
After the core corporate documents have been issued, the PT PMA may proceed with Indonesian banking onboarding.
Banks typically review corporate documents, shareholder information, beneficial ownership, directors and commissioners, source of funds, and the company’s proposed business activities.
The company should then arrange the payment of its issued and paid-up capital.
Under the current investment framework, the paid-up capital is generally subject to restrictions on transfer out of the company’s bank account for at least 12 months after injection, subject to permitted uses such as purchasing assets, constructing buildings, and funding business operations.
Capital funding should therefore be aligned with the company’s operational requirements.
11. Sector-Specific Licensing
For regulated activities, incorporation and an NIB may only represent the first stage of the licensing process.
Additional requirements commonly arise in sectors such as:
- financial services and payment systems;
- healthcare and pharmaceuticals;
- importation and distribution;
- construction;
- mining and energy;
- hospitality;
- telecommunications; and
- education.
Depending on the sector, the PT PMA may require additional capital, technical personnel, premises, product approvals, operational licences, or regulator approval before commencing business.
Investors should therefore distinguish between:
- the legal entity being established;
- the company obtaining an NIB and basic licensing; and
- the company becoming fully authorised to conduct its intended business.
12. How Long Does It Take to Establish a PT PMA?
There is no single timeline applicable to every PT PMA.
The timing will depend on factors such as shareholder documentation, the complexity of the ownership structure, the number and type of KBLI activities, notarisation or apostille requirements, bank KYC, and sector-specific licensing.
A straightforward company may complete the core incorporation and OSS process relatively quickly. However, the time required to become fully operational may be longer where additional licences or regulatory approvals are required.
Investors should therefore distinguish between the timeline for incorporation and the timeline for operational readiness.
13. How Much Does It Cost to Establish a PT PMA?
The cost of establishing a PT PMA should be distinguished from its capital and investment requirements.
The IDR 2.5 billion paid-up capital is shareholder equity in the company. It is not an incorporation fee.
Similarly, the general investment value of more than IDR 10 billion is an investment requirement and should not be confused with setup costs.
Actual establishment costs may include:
- notarial fees;
- legal and professional fees;
- translation, apostille, or legalisation costs;
- registered office or premises costs;
- administrative and licensing costs; and
- sector-specific regulatory costs.
The total cost will depend on the ownership structure, business activities, location, and regulatory sector.
14. Post-Establishment Compliance
After establishment, a PT PMA must maintain ongoing corporate, licensing, tax, employment, and investment compliance.
This may include shareholder and corporate approvals, updates to directors or shareholders, OSS and licensing updates, beneficial ownership information, employment and immigration compliance, and investment activity reporting.
As a foreign investment company and generally a large-scale business, a PT PMA is typically required to submit an Investment Activity Report (Laporan Kegiatan Penanaman Modal or LKPM) quarterly through OSS, subject to applicable reporting rules.
For a broader discussion of ongoing foreign investment compliance, see our Foreign Investment in Indonesia: A Practical Legal Guide.
15. Common Mistakes When Establishing a PT PMA
- Common issues include:
- selecting a KBLI that does not accurately reflect the business;
- assuming all businesses permit 100% foreign ownership;
- treating IDR 10 billion as the minimum paid-up capital;
- registering unnecessary KBLI activities;
- assuming an NIB alone is sufficient to commence operations;
- focusing on incorporation without planning for licensing, banking, premises, staffing, or immigration; and
- failing to put appropriate shareholder arrangements in place for joint ventures.
Many of these issues are easier to address before incorporation than after the company has already been established.
16. Frequently Asked Questions
What does PT PMA mean?
PT PMA is the term commonly used for an Indonesian limited liability company established with foreign investment.
How many shareholders does a PT PMA require?
A PT PMA generally requires at least two shareholders.
Does a PT PMA need an Indonesian shareholder?
Not necessarily. A PT PMA may be 100% foreign-owned where the relevant business activities permit full foreign ownership.
What is the minimum paid-up capital for a PT PMA in 2026?
The minimum issued and paid-up capital is generally IDR 2.5 billion per PT PMA, unless a different requirement applies to the relevant sector.
Is IDR 10 billion the minimum paid-up capital?
No. The more-than-IDR-10-billion requirement generally relates to the minimum investment value, not the minimum paid-up capital.
Does a PT PMA need an Indonesian director?
Not generally solely because it has foreign shareholders. However, the appointment of foreign directors should be considered together with immigration, manpower, tax, banking, operational, and sector-specific requirements.
Does a PT PMA need an office in Indonesia?
A PT PMA requires an Indonesian registered address. The suitability of the premises depends on the business activities and applicable spatial, local, and sectoral requirements.
Is an NIB enough for a PT PMA to start operating?
Not always. Additional Standard Certificates, Business Licences, PB UMKU, technical approvals, or sector-specific licences may be required.
17. How WARUWU & PARTNERS Can Assist
WARUWU & PARTNERS advises foreign investors and international businesses on establishing and operating foreign-owned companies in Indonesia.
Our assistance may include:
- KBLI and foreign ownership analysis;
- investment and corporate structuring;
- PT PMA establishment;
- shareholders’ and joint venture agreements;
- OSS and sectoral licensing;
- employment and immigration matters; and
- ongoing corporate and investment compliance.
Our approach is to assess the proposed business model and regulatory requirements before incorporation so that the ownership structure, corporate documents, and licensing pathway are aligned from the outset.
Foreign investors considering establishing a PT PMA may also review our Investment & Joint Venture practice or contact WARUWU & PARTNERS to discuss the proposed business structure.
Conclusion
Establishing a PT PMA in Indonesia is more than a company-registration exercise.
The company should be structured based on its actual business model, KBLI classification, foreign ownership position, capital requirements, location, and licensing pathway.
Addressing these matters before incorporation can reduce the risk of amendments, licensing delays, unnecessary capital commitments, and operational restrictions after the company has been established.
The objective should therefore not simply be to establish the PT PMA, but to establish a company that is properly structured and licensed to conduct the business the investor actually intends to operate in Indonesia.
