Starting a business in Indonesia
Indonesia’s role within the Association of Southeast Asian Nations (ASEAN), along with a host of free trade agreements (FTAs), may support your business’ cross-border prospects, enabling you to grow domestically and internationally. If you're planning to set up a business here, this guide will explore the advantages and the different business structures you can choose for incorporation.
Why choose Indonesia?
The benefits that Indonesia offers make it an attractive destination for businesses looking to establish a presence in the Southeast Asia market. Below are some of the key advantages:
Increasing ease of doing business
Indonesia has implemented several reforms that contributes to a more welcoming environment to start a business. One of the major changes is the Omnibus Law which revised over 70 existing laws to streamline regulations. This has reduced the complexity of legal processes, making it easier for businesses to comply with requirements.
The introduction of the Online Single Submission (OSS) system has also improved the business licencing process. Through this platform, you can expect your application to be approved within a few hours.
Indonesia’s Positive Investment List also opens up more than 200 business sectors to foreign participation. In sectors like automotive and pharmaceuticals, businesses can hold full foreign ownership unless specific limitations are in place.
Here, business fields are categorised into priority sectors, sectors with specific conditions, sectors open to large enterprises requiring partnerships, and sectors fully accessible to foreign investors. Especially you’re operating in a priority sector, support is available when starting a business in Indonesia.
Streamlined tax obligations
Indonesia also has over 70 double taxation avoidance agreements (DTAAs), which can prevent double taxation on income earned in both your home country and Indonesia. Countries include the United Kingdom (UK), China, Hong Kong, Italy, Singapore, and more.
Through the DTAAs, withholding tax rates on dividends, interest, and royalties are lowered, with exemptions from withholding tax on service fees. If you’re planning to start and grow a business in Indonesia, the DTAAs may help reduce your overall tax liability.
Supportive cross-border environment
As a member of ASEAN, Indonesia benefits from a range of agreements that lower or eliminate taxes on goods traded within the region. For example, Indonesia is part of a complete free trade area with five other ASEAN member states, comprising of Brunei, Malaysia, Singapore, Thailand, and the Philippines.
These countries have removed import duties on 99 percent of goods included in their Inclusion List, with some exceptions. When establishing a company in Indonesia, you may leverage these favourable trade conditions supporting the import and export of products across Southeast Asia.
Through its ASEAN’s membership, Indonesia also provides access to an expanded trade network reinforced by FTAs. For businesses operating in or entering the Indonesian market, these FTAs ensure fewer trade restrictions when entering locations like Japan, China, Hong Kong, Australia, and New Zealand.
Large labour market
With a workforce exceeding 130 million people, Indonesia is currently ASEAN’s largest labour market and ranks fourth globally. The country is made up of a relatively young population, with a large percentage of individuals in their prime working years. Indonesia also has some of the most competitive wage rates in the region. This gives you the flexibility to manage labour costs while accessing a robust pool of working-age talent.
Besides its domestic workforce, Indonesia is also welcoming foreign nationals with new initiatives. From 1 April 2024, foreign nationals can reside in Indonesia while working remotely for their overseas employers through the Remote Worker Visa (E33G). The visa is valid for up to one year, with the option to extend for an additional year. The combination of a large local labour pool and growing access to skilled foreign workers offers your business the opportunity to tap into a diverse workforce.
Promising consumer base
Additionally, World Bank data shows that Indonesia's middle class is expanding. Over 52 million Indonesians, or one in five people, are considered economically secure and their spending accounts for nearly half of household consumption in the country. The Indonesian government has also set a long-term goal to increase the middle-class population from 20 percent to 80 percent, signalling greater economic potential for the future.
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Business structures in Indonesia
Depending on your company’s goals and the sector you’re entering, certain structures may be more suitable. Some options allow for full foreign ownership, while others require local partnerships or higher capital thresholds.
The following are some of the most common types of business structures for incorporation in Indonesia:
Limited liability company
A local limited liability company (LLC) or Perseroan Terbatas (PT) is a popular choice due to its simple registration requirements. As a distinct legal entity, a PT limits the liability of its shareholders to the value of their unpaid shares. This makes the PT structure appealing for those seeking to safeguard their personal finances while building a business in Indonesia’s market.
However, take note the local PT does not allow for foreign ownership. Establishing it requires a local team, which includes one commissioner, one director, and two shareholders. For foreigners wanting more direct ownership, you may prefer the foreign-owned company structure for starting a business in Indonesia.
Foreign-owned company
If you’re starting in Indonesia and want to retain full control of your business operations, you can opt for the wholly foreign-owned LLC or PT Penanaman Modal Asing (PMA). A PT PMA allows for 100% foreign ownership as long as your business sector is permitted to under Indonesia’s Positive Investment List. This gives you the freedom to operate your business without the need for a local partner.
For sectors subject to restrictions, foreign ownership may be limited. In this case, you may need to share ownership and decision-making power with local partners.
To set up a PT PMA in Indonesia, you’ll need to appoint two shareholders, who can be either foreign individuals or corporations. You must designate at least one commissioner and one director, both of whom can be foreign nationals. A minimum paid-up capital amount of 10 billion rupiah is also required. Overall, the PT PMA business structure offers legal protection and operational flexibility, which makes it a suitable option if you have plans to expand in Indonesia.
Representative office
For a straightforward way to start in Indonesia without fully committing to operational activities, setting up a Representative Office (RO) might be the ideal approach for you. Unlike a PT PMA, an RO has no minimum capital requirement, making it cost-effective to explore the Indonesian market when you’re first starting out. You can own 100% of the RO without the need for significant financial investment.
The activities you can perform through an RO are limited to non-commercial tasks such as conducting market research, identifying clients, and forming business contacts. You are not permitted to sell products or services, issue invoices, generate revenue, and conduct other commercial activities. Its purpose is more supportive, allowing you to establish a foothold without the need for immediate business operations.
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Sophia Zhou, APAC Finance Controller, Moleskine China
- Table of contents
- Why choose Indonesia?
- Business structures in Indonesia
- Next steps
Next steps
For the registration of an LLC or any other business structure in Indonesia, Hawksford can handle the incorporation process on your behalf. Trusted by more than 4000 companies globally, we are your reliable partner for entity formation and other corporate services. We will ensure your company setup is in full compliance with all registration requirements.
At Hawksford, we have expertise in this area and provide services for your business needs in Indonesia. For more information, get in touch with our team.
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