Indonesia, with its rapidly growing economy, offers foreign entrepreneurs great opportunities for development. If you have set up a company to conduct business in Indonesia, you may eventually need to update or transfer the business ownership. Whether due to business sale, restructuring, changes in business direction, or legal requirements — the ownership transfer process requires a careful approach and includes several important stages. Let’s take a closer look.
Start by conducting a detailed review of your company’s documentation. This will help identify any potential issues that may hinder the ownership transfer process and result in penalties.
Things to check:
1. Company Articles of Association
Ensure they are updated and reflect the most recent legal changes or agreements between shareholders.
2. Tax obligations
All taxes must be paid, including Corporate Income Tax (PPh Badan), VAT (PPN), and individual shareholder taxes. Declarations should be submitted on time with accurate reporting.
3. Licenses
Make sure all permits are current and renewed as needed. Common licenses include the SIUP (trading license), NIB (business identification number), and sector-specific permits (e.g. for construction, healthcare, etc.).
4. Employment contracts
If the company has employees, all employment agreements must comply with Indonesian labor law. Salaries, tax contributions, and social security payments must be up to date.
If your company has multiple shareholders, their approval is required. An official General Meeting of Shareholders (Rapat Umum Pemegang Saham, RUPS) must be held to:
✓ Approve the transfer, sale, or reallocation of shares.
✓ Accept new shareholders, if applicable.
✓ Approve amendments to the company’s Articles of Association (if needed).
The resolution must be documented in meeting minutes, which will serve as a legal basis for subsequent actions involving the notary and government authorities.
For companies with foreign investment, this step is especially important due to restrictions under the Negative Investment List, which outlines which sectors are open to foreign ownership. If agreement with shareholders cannot be reached or if there are conflicts, additional negotiations or legal counsel may be required.
To begin the ownership transfer process, prepare a full set of documents for the notary and government offices, including:
✓ Updated Articles of Association (Akta Perusahaan)
✓ Valid business licenses
✓ Company tax number (NPWP)
✓ Financial reports from recent periods (balance sheet, P&L, tax returns)
✓ Shareholder identification documents (KTP and NPWP for locals; passport and NPWP for foreigners)
✓ Shareholder resolution minutes
✓ Additional documents as requested by regulators
The notary plays a key role in the ownership transfer process. In addition to verifying documents, they formally register any changes with the Ministry of Law and Human Rights (Kemenkumham). It is important that the documents are in Indonesian or accompanied by a notarized translation.
Key tasks of the notary:
• Prepare the Share Purchase Agreement (SPA)
• Make amendments to the Articles of Association
• Submit all documents for registration with Kemenkumham
The notarial process usually takes 1 to 2 weeks. Fees depend on the transaction complexity, company size, and number of documents involved.
Once the notary work is complete, submit the updated documents to:
• OSS (Online Single Submission) system to update business profile
• KADIN (Chamber of Commerce)
• Tax office to reflect changes in tax registration
This can be done online or in person. Processing time may vary from a few weeks to several months depending on the company type and complexity of changes.
Once all legal steps are finalized, you can proceed with:
• Share transfer
• Financial settlements between parties
• Receiving formal approvals from all parties and authorities involved
1. Foreign ownership limits
In some sectors, foreign ownership is limited to 49%. Always consult the Negative Investment List before making changes to shareholders or company structure.
2. Taxes on share transfers
Transferring shares may be subject to taxes. The exact rate depends on the company type and structure of the transaction.
3. Professional assistance
The company ownership transfer process involves legal, tax, and procedural steps. Engaging professionals helps avoid mistakes and speeds up the process.
If you’re running a business in Indonesia, keep in mind that company re-registration or ownership transfer requires careful preparation. However, by following a clear roadmap and complying with legal requirements, you can complete the process successfully. If you need legal support for opening or re-registering a business in Bali or other regions of Indonesia, our team at Good Luck Group is here to help you handle everything smoothly and efficiently.
