When a foreign investor acquires shares in an Indonesian company, the company may need to update its corporate records, OSS data, business licenses, and investment reporting. If the transaction converts a domestic company into a PT PMA, foreign ownership and capital requirements must also be addressed.
Check Whether Foreign Ownership Is Permitted
Before completing the share transaction, the company should confirm that its business activities permit the proposed level of foreign ownership.
Foreign ownership restrictions depend on the company’s business activities and applicable sector rules. A domestic company may also become a PT PMA when a foreign investor becomes a shareholder.
Changing foreign ownership? MAP Resources Indonesia can review the licensing impact. Email info@mapresourcesindonesia.com
A company operating several business lines may find that foreign ownership is permitted for one activity but restricted for another.
Is the Investor Buying Existing Shares or Injecting New Capital?
A purchase of existing shares and an issue of new shares are different transactions.
If a foreign investor buys shares from an existing shareholder, ownership changes but the purchase price generally goes to the selling shareholder. It is not automatically a capital injection into the Indonesian company.
If the company issues new shares to the foreign investor, the company’s issued and paid-up capital increases. The new capital must then be reflected in the company’s corporate and accounting records.
Update the Company’s Corporate Records
Depending on the transaction, the company may need shareholder approval, a notarial deed, an updated shareholder register, and a filing through the Ministry of Law’s AHU system.
Not every shareholder change requires an amendment to the Articles of Association. The process depends on whether the transaction also changes the company’s capital structure or other registered company information.
For a transfer of existing shares, the directors must record the transfer in the shareholder register and notify the Minister of the resulting change in shareholder composition within 30 days from the date the transfer is recorded. If the Articles of Association also change, additional approval or notification may be required.
Update the Company’s OSS Data
Once the corporate change has been properly recorded, the company’s information in the Online Single Submission system should be reviewed and updated where required.
Keep your OSS records aligned. Contact info@mapresourcesindonesia.com for support
The Business Identification Number (NIB) identifies the company but does not itself display its complete shareholder structure. The company data supporting its OSS registration and licenses should still reflect its current corporate and investment status.
Does the Company Now Need to Meet PT PMA Capital Requirements?
Since October 2025, the general minimum issued and paid-up capital for a PT PMA has been IDR 2.5 billion (USD 150,000) per company, unless another rule requires a higher amount. This is separate from the minimum investment value.
As a general rule, a PT PMA must have a total investment value exceeding IDR 10 billion (USD 600,000), excluding land and buildings, per five-digit KBLI business activity per project location. Different calculation rules apply to certain business activities.
The company should assess these requirements against its actual KBLI codes and project locations rather than assuming that every foreign shareholder transaction requires a new IDR 10 billion cash injection.
Review Existing Business Licenses
Changing shareholders does not automatically mean that every business license must be reissued.
Sector-specific licenses may have separate foreign ownership, capital, technical, or approval requirements.
What Happens to Tax and Treaty Documentation?
A change in shareholders does not automatically require a foreign shareholder to submit treaty documentation.
Not sure which licenses need updating? Email MAP Resources Indonesia at info@mapresourcesindonesia.com
Treaty documentation becomes relevant when a foreign shareholder receives Indonesian-source income, such as dividends, and seeks the benefit of an applicable double tax agreement.
Under the current procedure introduced by PMK 112/2025, a qualifying non-resident claiming Indonesian treaty benefits uses Form DGT. The form and related information are handled through Indonesia’s current tax administration system.
If a treaty rate does not apply, Indonesian-source income paid to a non-resident may be subject to Indonesia’s domestic withholding-tax rate. For dividends and other income within Article 26, the general domestic withholding rate is 20%, subject to the applicable tax rules.
Reflect the Change in Investment Reporting
Under the current LKPM framework, medium and large businesses report quarterly, while small businesses generally report every six months.
For medium and large businesses, the current quarterly LKPM deadlines are April 15, July 15, October 15, and January 15.
The LKPM contains investment realization and other business information. Where the ownership transaction also involves new investment into the company, the company should ensure that the relevant investment realization is reported consistently with its corporate, accounting, and OSS records.
Update Foreign Shareholder and Licensing Records With MAP Resources Indonesia
MAP Resources Indonesia assists foreign investors with shareholding changes, PT PMA conversions, corporate amendments, OSS updates, business licensing, tax compliance, and investment reporting. Contact us at info@mapresourcesindonesia.com.
