Indonesia Investment Guidebook
Indonesia Investment Guidebook
Indonesia Investment Guidebook
INVESTMENT
GUIDEBOOK
INDONESIA
INVESTMENT
GUIDEBOOK
3 Foreword
FOREWORD
F
oreign investment continues to play an important role in Indonesia’s
economy growth. For this purpose, Indonesia is committed to improve
competitiveness and investment climate for foreign investment.
The Job Creation Law, a comprehensive law that governs and amends many
provisions in various sectors, was signed by President Joko Widodo on 2
November 2020. It aims to carry out structural reforms and accelerate economic
transformation. Some of the structural reforms include the ease of business
licensing procedures, better environmental protection, and changes to existing
labor regulations.
December 2021
H.E. Bahlil Lahadalia
Minister of Investment/Chairman of Investment Coordinating Board
Table Of Contents 4
TABLE OF CONTENTS
FOREWORD 3
TABLE OF CONTENTS 4
I. INDONESIA AT A GLANCE 6
1. Economic and Political Overview 7
1.1 Economic Overview 7
1.2 Political Overview 11
2. Investment Climate 11
3. Investment Opportunities 13
3.1 Strategic Priority Projects (Major Projects) 13
3.2 Priority Sectors 14
3.3 Economic Zone as Strategic Investment Location 14
4. Demography 26
5. Regions in Indonesia 26
6. Living in Indonesia 27
6.1 Business Culture 27
6.2 Housing and Living Cost 28
6.3 Health and Education 29
IV. TAXATION 78
1. Corporate Income Tax (CIT) 79
1.1 Tax Rate and Period 79
1.2 Tax Incentives 79
1.3 Tax Administration 86
1.4 Withholding Taxes 88
1.5 Transfer Pricing 89
2. Individual Income Tax 89
2.1 Tax Rate 89
2.2 Tax Administration 90
3. Value-Added Tax and Luxury-goods Sales Tax 90
3.1 Value-Added Tax 90
3.2 Luxury-goods Sales Tax 92
4. Other Taxes 92
4.1 Land and Building Tax 92
4.2 Stamp Duty 93
5. Statute of Limitation 93
CONTACT US 94
I
INDONESIA
AT A GLANCE
7 Indonesia At Glance
Indonesia adalah ekonomi terbesar di Asia Tenggara, ekonomi terbesar ke-10 di dunia dalam hal paritas
daya beli, dan anggota G-20. Indonesia menjabat sebagai Presidensi G20 pada tahun 2022, dan akan
mengadopsi tema 'Recover Together, Recover Stronger' untuk mendorong upaya bersama bagi
pemulihan ekonomi dunia. Pertumbuhan yang inklusif, berpusat pada masyarakat, ramah lingkungan,
dan berkelanjutan merupakan komitmen utama Indonesia sebagai Ketua G20. Akibat pandemi COVID-
19, Indonesia mencatatkan pertumbuhan PDB negatif pada 2020 untuk pertama kalinya sejak 1998,
naik dari +5% di 2019 menjadi -2,1%. Penggerak utama ekonomi adalah konsumsi domestik swasta -
didorong oleh pasarnya yang besar dengan kelas menengah yang tumbuh hampir 70 juta orang (55%
dari PDB).
Ekonomi Indonesia tumbuh untuk pertama kalinya dalam lima kuartal pada periode April-Juni 2021,
mencatatkan ekspansi terkuatnya dalam lebih dari satu dekade. Produk domestik bruto riil Indonesia
naik 7,07% pada kuartal kedua dari tahun sebelumnya. Menurut perkiraan IMF April 2021,
pertumbuhan diperkirakan akan kembali dengan kekuatan penuh menjadi 4,3% pada 2021 sebelum
stabil di 5,8% pada 2022, tergantung pada pemulihan ekonomi global pasca-pandemi.
Figure 1. Indonesia’s Key Economic Outlook Indicators
Main Indicators 2018 2019 2020 (e) 2021 (e) 2022 (e)
GDP (billions USD) 1 1 1 1 1
GDP (Constant Prices, Annual
5.2 5.0 -2.1 4.3 5.8
% Change)
GDP per Capita (USD) 3.9 4.2 3.9 4.3 4.6
General Government
-1.7 -2.2 -4.7 -5.1 -3.9
Balance (in % of GDP)
General Government Gross
30.1 30.6 36.6 41.4 42.8
Debt (in % of GDP)
Inflation Rate (%) 3.3 2.8 2.0 2.0 3.1
Unemployment Rate (% of the
5.3 5.3 7.1 6.5 5.8
Labour Force)
Current Account (billions
-30.6 -30.3 -4.7 -15.1 -18.2
USD)
Current Account (in % of GDP) -2.9 -2.7 -0.4 -1.3 -1.4
The Job Creation Law was passed and signed into law in October 2020, and reform labour,
taxes, and other important laws in order to reduce bureaucracy and stimulate investment
in a post-pandemic economy. Under the Job Creation Law, 79 laws have been revised
through one law governing various sectors. This law consists of 15 chapters and 186
articles in which it regulates 11 clusters from employment to environment. Following the
Constitutional Court's ruling Number 91/PUU-XVIII/2020 dated 25 November 2021, the
Omnibus Law on Job Creation still prevails. All substantial provisions in the Law and its
implementing regulations remain in effects. Domestic and foreign investors have nothing
to worry about as the Government of Indonesia will revise the law accordingly within two
years.
Scenario 2016-2045**
1986-2015 Indicators
Basic High
5,1 Economic Growth (billions USD) 5.1 5.7
16 World GDP ranking* 7 5
3.378 GDP per Capita (USD)* 19,794 23,199
Year of acceding to high-income country status 2038 2036
32,8 Contribution of Investment* 33.1 38.1
21,1 Contribution of Industry* 22.5 26
13,5 Contribution of Industry* 7.8 7.4
SOURCE: THE MINISTRY OF NATIONAL DEVELOPMENT PLANNING/NATIONAL DEVELOPMENT PLANNING AGENCY (BAPPENAS),
2019.
NOTES: * END OF THE PERIOD, PERCENTAGE OF GDP.
** BASIC: LOW GLOBAL ECONOMIC GROWTH AND STRUCTURAL REFORM ARE RUNNING AS BUSINESS AS USUAL.
HIGH: STRUCTURAL REFORMS GO AS EXPECTED AND RELATIVELY HIGH GLOBAL ECONOMY ECONOMIC GROWTH.
9 Indonesia at A Glance
Investment Needs
Untuk mencapai tingkat pertumbuhan ekonomi sebesar 5,7-6%, diperlukan investasi
sebesar Rp 35.212,4 triliun - Rp 35.455,6 triliun untuk periode 2020-2024. Untuk
memenuhi kebutuhan tersebut, pemerintah, dan badan usaha milik negara (BUMN) akan
memberikan kontribusi masing-masing sebesar 8,4-10,1% dan 8,5-8,8%, sedangkan
sisanya akan ditanggung oleh sektor publik dan/atau swasta..
Total realisasi investasi langsung Indonesia pada 2015-2019 sebesar Rp 3.381,9 triliun.
Pemerintah menargetkan Rp 4.983,2 triliun pada 2020-2024 untuk mencapai pertumbuhan
ekonomi 6%. Meski kondisi ekonomi nasional mengalami kontraksi ekonomi akibat
pandemi COVID-19, namun target realisasi investasi tahun 2020 sebesar Rp 817,2 triliun
telah dilampaui sekitar Rp 9 triliun dengan kontribusi Penanaman Modal Langsung
Domestik (DDI) lebih tinggi dari Penanaman Modal Asing Langsung (PMA). DDI telah
menjadi lokomotif realisasi investasi dalam periode COVID-19 dan Kementerian
Investasi/BKPM memberikan pendampingan yang sama terhadap DDI dan FDI, seperti
yang ditunjukkan oleh lima tahun terakhir.
1,400
1,239.3
1,200
1,099.8
1,000 968.4
817.2 858.5
800
600
400
200
0
2020 2021 2022 2023 2024
United Kingdom
USA
South Korea
Netherlands
Malaysia
Hong Kong
China
Japan
Singapor
0 5000 10000 15000 20000 25000 30000 35000 40000 45000 50000
2016
2017 2018 2019 2020
SOURCE: MINISTRY OF INVESTMENT/BKPM
Having maintained political stability, Indonesia is one of East Asia Pacific’s most
vibrant democracies. As the third largest democracy in the world, Indonesia continues to
uphold the values of democracy and Pancasila. To maintain it, the Government of
Indonesia measures the Indonesian Democracy Index (IDI). Indonesia scored 74.9 points
out of 100 in the 2019 democracy index, up by 2.53 points from the previous year,
categorized as “fair”.
74.9
72.8
72.4
72.1
70.1
2.INVESTMENT CLIMATE
According to Fitch Ratings, Indonesia’s sovereign credit rating is ‘BBB’ with a stable
outlook. The key factors that support Indonesia’s rating affirmation are its good medium-
term economic growth prospects and its low debt burden. In its assessment, Fitch projects
that Indonesia’s economic growth will gradually recover from negative growth due to the
COVID-19 pandemic. In 2021, economic growth is projected to be 5.3%, then it will
increase to 6% in 2022.
Pemulihan ekonomi akan didorong oleh stimulus fiskal dan ekspor yang didukung oleh perbaikan
harga komoditas. Hal ini juga didukung oleh pembangunan infrastruktur dan penanganan pandemi
melalui percepatan program vaksinasi. Lembaga pemeringkat Moody's memberikan kategori 'Baa'
dengan outlook stabil. Hal ini mengacu pada profil kredit Indonesia yang didukung oleh ekonominya
yang besar, defisit fiskal yang rendah, dan beban utang yang sederhana.
Indonesia at A Glance 12
Meanwhile Standard and Poor’s (S&P Global) maintained the BBB level with a negative
outlook. This means that Indonesia’s economic growth prospects are strong with a
track record of prudent policies adopted by the authorities.
Dalam lima tahun terakhir, Indonesia juga berhasil meningkatkan peringkat kemudahan
berbisnis (EODB) Bank Dunia, dari peringkat 106 pada 2016 menjadi peringkat 73 pada
2020. Pada tahun 2020, kemudahan berbisnis untuk Indonesia adalah skor 69,6.
Kemudahan berusaha Indonesia meningkat dari skor 62,1 pada tahun 2016 menjadi skor
69,6 pada tahun 2020, artinya pemerintah terus menerus dan konsisten mereformasi iklim
usaha dan investasi untuk mendukung pertumbuhan ekonomi.
33 37 38
48
81
110 106 116
140 139
Starting Dealing Getting Registering Getting Protecting Paying Trading Enforcing Resolving
a Business with Electricity Property Credit Minority Taxes across Contracts Insolvency
Construction Investors Borders
Permits
Topic Score
87.3
81.2 66.8 60 70 70 75.8 67.5 49.1 68.1
Ke depan, meskipun Laporan Doing Business telah dihentikan oleh Bank Dunia,
Pemerintah Indonesia tetap fokus pada reformasi struktural dengan menciptakan
peraturan bisnis dan investasi yang lebih baik yang mengacu pada praktik terbaik
internasional dan berfokus pada reformasi sistem dengan menerapkan Sistem Online
Single Submission dengan Pendekatan Berbasis Risiko.
3.INVESTMENT OPPORTUNITIES
6 (enam) sektor prioritas telah ditetapkan untuk investasi, yaitu industri berorientasi ekspor
padat karya, energi terbarukan, infrastruktur dan industri pertambangan, yang dapat
menciptakan lebih banyak lapangan kerja dan meningkatkan sumber daya manusia dan
pembangunan infrastruktur di tengah pandemi COVID-19.
Mining Industry
Infrastructure
which will create added value
Dalam beberapa tahun terakhir, Pemerintah telah mengembangkan zona ekonomi untuk
mendorong pembangunan ekonomi di seluruh wilayah. Dalam Undang-Undang Nomor 3
Tahun 2014 tentang Perindustrian, sebagaimana telah diubah dengan Undang-Undang
Cipta Kerja Nomor 11 Tahun 2020, dan Peraturan Pemerintah Nomor 28 Tahun 2021
tentang Penyelenggaraan Sektor Manufaktur, menyatakan bahwa setiap perusahaan
industri yang melakukan kegiatan industri harus berada di dalam Kawasan Industri.
Indonesia memiliki sejumlah lokasi investasi yang dapat dipertimbangkan ketika memilih
lokasi untuk investasi di Indonesia, seperti insentif pajak, infrastruktur dan logistik,
kedekatan dengan sumber daya, biaya tenaga kerja dan tingkat keterampilan. Saat ini,
terdapat 19 Kawasan Ekonomi Khusus (15 sudah ada dan 4 yang baru), 118 Kawasan
Industri, 4 Kawasan Perdagangan Bebas, 1.360 Kawasan Berikat, dan 91 Pusat Logistik
Berikat di 131 lokasi.
15 Indonesia at A Glance
118 IEs
19 SEZs 4 FTZs (Industrial Estate) large scale
(Special Economic Zones) (Free Trade Zones) Total Area: 51,861.64 Ha
Total Area: 19,766.974 Ha Total Area: 127,472 Ha
As location for Direct
48 IEs
Construction Facility/KUK
1
Total Area: 15,201.65 Ha, in
2 12 provinces
5 21
4 9 8
3 13
7 11
10
12 14
6
16
15 20 18
19 17
Industrial Estates
Indonesia focuses on its programs to localize investments into economic zones spreading
across Indonesia’s islands. There are 118 industrial estates at present spread all across
Indonesia comprising 70 industrial estates in Java, 33 industrial estates in Sumatra, 10
industrial estates in Kalimantan and 5 industrial estates in Sulawesi.
WEST KALIMANTAN 9
Padang Industrial Park • Kawasan Industri Ketapang
• Kawasan Industri Ketapang Ecology and
RIAU 4 Agricul- ture Forestery
LAMPUNG 6
• Kawasan Industri Waylaga Bizpark
• Kawasan Industri Lampung
17 Indonesia at A Glance
West Java
Central Java SemarangSurabaya 5 Hours Toll Road Acces
East Java
Yogyakarta
65 KM 4 hours
from Tanjung Mas Seaport from Jakarta
50 KM 1 hour
from Ahmad Yani International Airport from Semarang
19 Indonesia at A Glance
2 8 14 11
4 6
5 12
3
6 718 1519
BITUNG SEZ
13 10 8 GALANG BATANG SEZ
Belitung, Bangka Belitung (324.4 Ha) Central Lombok, West Nusa Tenggara (1,035.7
Morotai
Ha)Islands, North Maluku (1,101.8 Ha)Sorong, West Papua Barat (523.7 Ha)
PT. Belitung Pantai Intan PT. Indonesia Tourism Development CenterPT.
(ITDC)
Jabebeka Morotai PT. Malamoi Olom Wobok
Tourism Tourism Tourism, Industry, Export Processing, and Logistic
Industry, Export Processing, and Logistic
Operating (14th Mar 2018) Operating (20th Oct 2017) Operating(1st Apr 2019) Operating (1st Apr 2019)
13SINGHASARI SEZ 14
LIKUPANG SEZ 15
KENDAL SEZ 16NONGSA SEZ
Malang, East Java (120.3 Ha) North Minahasa, North Sulawesi (197.4 Ha)Kendal, Central Java (1,000 Ha) Batam, Riau Islands (166.5 Ha)
PT ITDC, PT Intelegensia Grahatama, PT Cakrawala
PT. Minahasa
Mandala
Permai
Nusantara
Resort Development (MPRD)
PT. Kendal Industrial Park (KIP) PT Taman Resor Internet (PT Tamarin)
Tourism and Digital Technology Tourism Export Processing, Logistic, and Industry IT Digital, Tourism
Development Phase Development Phase Development Phase Development Phase
The activities allowed within the FTZFP encompasses (a) marine and fisheries; (b) agriculture;
(c) forestry; (d) energy and mineral resources; (e) industry; (f) trading; (g) public works
and housing; (h) transportation; (i) health; (j) culture; (k) tourism; (l) telecommunication;
(m) logistic; (n) water resources; (o) waste and the environment.
Indonesia at A Glance 22
Bonded Special
Industrial Bonded Free Trade
Logistic Economic
Estate Zone Zone
Center Zone
TH is applicable
on income
received or
obtained from
the carried out
Tax Holiday Applying general provisions of TH (18 pioneer industries) Main Activities
regulated in
PMK 237/2020
jo 33/2021 and
Perdenas KEK No.
1/2021
TA is applicable
for activities
Tax outside the Main
Applying general provisions of TA (certain sectors and locations) Activities of SEZ
Allowance regulated in PMK
237/2020 jo
33/2021
VAT or VAT and
Luxury Goods Tax
is not collected
on certain
Tangible Taxable
Goods from other
places within
VAT or VAT the Customs
and Luxury Area/TLDDP,
Goods Tax is free areas, and
VAT or VAT not collected Exemption of bonded storage
VAT or VAT General and (Entry comes VAT or VAT places to Business
and Luxury provision is Luxury Goods from and Luxury Entities and/or
Goods Tax applicable Tax is not PLB, TPB other Goods Business Actors;
collected than PLB, and Tax import of certain
other area Tangible Taxable
inside custom Goods to SEZ by
area) Business Entities
and/or Business
Actors; import of
Consumer Goods
to Tourism SEZ by
Business Entities
and/or Business
Actor; and so on
23 Indonesia at A Glance
Bonded Special
Industrial Bonded Free Trade
Logistic Economic
Estate Zone Zone
Center Zone
• Exemption
of Import
Duty for the
construction or
development
of SEZ
• For SEZs that
have completed
• General construction
• Exemption of and
provision is
Import Duty development
applicable
• Master list is stages, import
• Master list is Deferred Deferred duties are
Custom decided by
decided by Import Duty Import Duty exempted
Minister of
Minister of for consumer
Investment/
Investment/ goods, and
Chairman of
Chairman of there is a
BKPM
BKPM suspension of
import duties
for business
fields in the SEZ
• For supervision,
part or all of
the SEZ can be
designated as a
Customs Area
Excise Exemption
for raw materials
Excise
or auxiliary
exemption (for
Applying materials in the
Excise consumption Excise
Excise excise’s
Exemption needs of Exemption
manufacturing of
provisions finished
people living
goods which are
in free zones)
not subject to
excise
• Not collected
on the import
of capital
goods for the
construction or
development
Income of SEZ
Tax Art 22 - Not collected Not collected Not collected
• Not collected
Import for SEZs that
have completed
the stage of
construction
and
development
Indonesia at A Glance 24
Bonded Special
Industrial Bonded Free Trade
Logistic Economic
Estate Zone Zone
Center Zone
0% Import Duty
rate applies (Local
Inland FTA - Applicable - Applicable
content/TKDN
min 40%)
Provisions for Provisions Provisions for
the entry of for the entry the entry of
Provisions on
goods of goods goods Goods subject
prohibitions
prohibited from prohibited from prohibited from to provisions
and
Goods being imported being imported being imported on
restrictions on
Traffic and the export and the export and the export import and
imports and
of goods of goods of goods export restrictions
exports are
prohibited from prohibited from prohibited from can be given
applied
export are export are export are exemptions and/or
applied applied applied relaxation
25 Indonesia at A Glance
As part of the 10 new Bali’s that are being developed by the government to increase
the visits of foreign and domestic tourists, five (5) areas have been designated as Super
Priority Tourism Destinations which has several key tourism attractions in each area.
INDONESIA
1 7
5
8
6
2 10 4 3
Danau Toba
Borobudur
1 2 3 Mandalika
Lake Toba BorobudurLabuan Bajo Labuan Bajo
Likupang
Managed by the Tourism Area Management Authority that has been established through a Pre
45 6 7
MandalikaLikupang Bangka Belitung Morotai
8 9 10
Raja Ampat
Wakatobi Bromo Tengger
Semeru
Designated as a National Tourism Strategic Area (KSPN)
through a Government Regulation
Indonesia at A Glance 26
4. DEMOGRAPHY
As a country with the fourth largest population in the world, Indonesia’s population in 2020
is 270.2 million. The number increased by 32.6 million people compared to 2010 with
a population growth rate of 1.25% per year (2010-2020). About 70.72% or 191.9 million
people are in the productive age group (15-64 years) in 2020. This condition shows that
Indonesia is in the demographic bonus period. Labor Force Participation Rate in Indonesia
also increased to 68.08% in 2021 from 67.77% in 2020 according to trading economics.
The Indonesian middle class has been a major driver of economic growth as the
group’s consumption has grown at 12% annually since 2002 and now represents close to
half of all household consumption in Indonesia. Consumer confidence levels in Indonesia
have been slow to improve, but are on an upward trajectory. Latest recordings for May
2021 put the index at 104.4, a significant improvement from the 77.8 recorded in May
2020, according to Fitch Solutions.
1971
1980
1990
2000
2010
2020
0 10 20 30 40 50 60 70 80 90 100
0-14 years old 15-64 years old 65+ years old
5.REGIONS IN INDONESIA
6. LIVING IN INDONESIA
Although Indonesia has a diverse culture, the standard manner of greeting with everyone
present upon arrival and departure from a meeting is a handshake. This practice, however,
should be avoided due to COVID-19. ‘Bapak’ (Sir) for men and ‘Ibu’ (Madam) for woman is
the standard polite greeting, which should be spoken before their first name. Always keep
a supply of business cards on hand and handle other people’s cards with respect when you
receive them. Your right hand should be used to provide or offer your business card (or
any items). All names should be written in full when addressing letters to Indonesians.
Indonesia at A Glance 28
Whatsapp and other online messaging systems are commonly used and the preferred
means of communication for businesses and government officials. It is worth checking with
your Indonesian counterparts which communication method they prefer. Companies
may not respond very quickly to emails, especially if the sender is not well known to them.
Invitations to business functions often state lounge suit/batik. Long-sleeved batik shirts are
considered as formal wear (equivalent to a business suit) and are commonly worn by both
Indonesians and foreign businesspeople in Indonesia. Trousers, shirts, and ties are
common business attires for men and women’s business attire is typically a two-piece
suit with a blazer, or a modest dress with sleeves.
Always allow plenty of travel time for meetings. When scheduling appointments, it’s
important to keep in mind that it’s customary to offer lunch or dinner between 11.30 a.m.
and 2.00 p.m. or 6.30 p.m. and 8.30 p.m. Friday afternoon appointments should be
avoided because it is a prayer day and businesses typically have longer lunch breaks.
Because 88% of Indonesia’s population are Muslim, alcohol and pork are not generally
consumed. Although Indonesians generally tolerate alcohol consumption, it is always a
good idea to ask whether the appointment venue serves alcohol or pork before ordering
beverages or food to show respect for their beliefs.
Personal contacts and networks are consequently vital in establishing business deals
because business relationships are built on trust and familiarity. Decisions are typically
made by consensus and attempting to force a decision will often result in a negative
outcome negotiation. The corporate culture of larger or more traditional organizations is
top-down, with ultimate decision-making frequently reserved for a small group of
executives. When meeting a new client, it’s critical to analyze these factors to ensure that
your engagements are as productive as possible.
Indonesia has various types of places to live. In the context of buying property
(landed house), regulations in Indonesia still require the buyer to be an Indonesian citizen
(WNI). In 2020, foreigners are allowed to buy apartments through a 30-year lease
agreement with an extension of 20 years.
Job Creation Law in Article 144 paragraph (1) stipulates that ownership of apartment units
can be given to Indonesian citizens; Indonesian legal entities; foreign citizens who have a
license following the provisions of laws and regulations; foreign legal entities that
have representatives in Indonesia; or representatives of foreign countries and
international institutions that are located or have representatives in Indonesia.
Indonesia is currently the 42 nd most affordable nation out of 138 countries, with a cost-of-
living index of 37.44.
29 Indonesia at A Glance
The Indonesian healthcare system is divided between private insurance schemes and basic
state provision. In January 2014, the country launched a compulsory health insurance
scheme called Jaminan Kesehatan Nasional (JKN), which makes basic medical treatment
and facilities available to all citizens.
Getting private health insurance will also give you more options, including private
healthcare facilities, hospitals, and clinics. These private medical facilities usually have
superior amenities and service quality. Moreover, they are also more likely to have
English-speaking staff to help you get better medical services.
Most foreigners in Indonesia send their children to international schools, which offers
a foreign curriculum and are officially accredited by relevant authorities in their home
country. There is a wide range of international schools in Indonesia, with schools offering
the national curriculum of a number of countries, including the United Kingdom, the
USA, France, Germany, India, Japan, South Korea, New Zealand, Russia, and Singapore.
Many of these schools also offer IB programme. Admission and enrollment procedures
vary from school to school. Space is often limited and preference may be given to students
based on nationality. Tuition tends to be expensive based on local standards, but
offers high standards of learning, boast smaller class sizes, first-rate facilities, and
extracurricular. Boarding facilities are available at some schools, but most only provide day
classes.
Following the issuance of Law No. 11 Year 2020 on Job Creation that introduces risk-based
business licensing, the government has issued Government Regulation No. 5 Year 2021
(GR 5/2021) concerning the Implementation of Risk-Based Business Licensing on February
2nd, 2021.
1. STARTING A BUSINESS
Investment in Indonesia was subject to the Negative Investment List (Daftar Negatif
Investasi/ DNI), a list of business fields that sets out the corresponding maximum amount
allowed for foreign ownership. As the government aims to bring a more positive image, the
DNI is now promoted as the “Priority Investment List” through Presidential Regulation No.
10 Year 2021 (PR 10/2021) on Investment Business Fields and its amendment, Presidential
Regulation No. 49 Year 2021 (PR 49/2021). In essence, all business lines that are
31 Investment Procedures
commercial by nature (except those that are closed or reserved for the Central
Government) are open for investment.
Investment Procedures 32
DNI 2016
Investment Business Activities
(President Regulation No 44/2016)
(President Regulation No 49/2021)
There are seven business fields which are now closed for investment:
The Priority Investment List reclassifies business fields that are open to investment into four
broad categories and introduced a new concept of “prioritized sectors”:
b. Business Fields Allocated for/or Require Partnership with Cooperatives and Micro,
Small, and Medium Enterprises (MSMEs)
• Business fields that are allocated to cooperatives and MSMEs, and business fields
that are open for large-scale business with requirement of partnership with
cooperatives and MSMEs are decided based on the following criteria:
Classification Criteria
1. Business activities which do not use technology or use simple technology;
2. Business activities which have a process specificity, labour intensive and
Allocated for Cooperatives
have special and hereditary cultural heritage; and/or
and MSME
3. Capital that shall not exceed IDR 10 billion excluding the land and
building.
1. Business activities that are mostly undertaken by cooperatives and
Require Partnership with MSMEs; and/or
Cooperatives and MSME
2. Business activities with scale-up purpose to enter the supply chain.
GR 7/2021 also sets out forms of partnership with cooperatives and MSMEs that include
core-plasma, subcontract, franchise, general trade, distribution and agency, supply
chain, profit sharing, operational cooperation, joint ventures, and outsourcing.
• Single purpose refers to business fields that can be carried out on the condition
that business actors do not carry out other business fields. Business fields that
cannot be combined are categorized as follows:
1. Health Sector: Hospital;
2. Transportation Sector: Sea Transportation, Port Facility Providers, Airport Services,
Loading and Unloading Services, Multimodal Transportation, Transportation
Management Services, Salvage Services and/or Underwater Works; and
3. Communication and Information Technology sector: Private Broadcasting
Institutions, Community Broadcasting Institutions, Subscription Broadcasting
Institutions.
• Single majority refers to business fields in which owners of the national capital
must remain larger than the total owners of foreign capital. The list includes
transportation sector of air freight for passengers and for cargo.
In principle, all business actors carrying out business activities in the territory of Indonesia
can apply for business licenses. Types of business actors include:
b. Business Entity, shall be in the form of either legal entity or not legal entity
which is established in Indonesia, and conducts business and/or activity in
certain field. Investment conducted by this business entity shall be categorized
into PMDN or foreign investment (Penanaman Modal Asing/PMA).
c. Representative Office, shall be an Indonesian or foreign citizen, or a
representative business entity from overseas with approval on office
establishment in Indonesia territory.
d. Foreign Business Entity, shall be a foreign business entity established outside
Indonesia territory and conducts business and/or activity in certain field in
Indonesia.
Business Entity:
Corporation or Partnership
Individual Foundation
Limited Liability Company
SME
Limited Partnership
Business Entity Other Legal Body
General Partnership
Limited Liability Partnership
Cooperative
OSS Public Company
Individual
Representative Office:
Foreign Representative Office (KPPA)
Business Entity Foreign Electricity Supporting Services Representative Offic
Foreign Trade Company Representative Office (KP3A)
Non SME KP3A in PMSE sector
Foreign Construction Services Business Entity Representat
Representative Office
Divestment Obligations
A PMA company which has a divestment requirement included in its approval and/or
business license prior to the enactment of BKPM Regulation No.4 Year 2021, must still
comply with the requirement within the time limit stated in its approval or business
license. In order to comply with this requirement, a PMA company may only divest to an
Indonesian national or to a 100% Indonesian-owned business entity through a direct sale
of shares with the agreement of the parties and/or through the Indonesian capital market.
The value of shares to be divested for Indonesian citizens or Indonesian business entities
should at least equal IDR 10 million for each receiving shareholder. Furthermore, the
shares divested can be sold back upon the approval of the Ministry of Law and Human
Rights to any Indonesian or foreign nationals – both, individuals and business entities.
A PMA company may not implement this obligation, if the applicable provisions do not
require divestment and the shareholders agreed and stipulated in the company’s deed as
follows:
a. For a PMA company which is not 100% owned by foreign shareholders, the
Indonesian shareholders states that he/she/it does not want/demand share from
the divestment obligation in the approval and/or business license; or
b. For PMA company whose shares are 100% owned by foreign shareholders, the
shareholders states that they have no commitment/agreement with any Indonesian
party to sell it shares.
a. Foreign Trade Based on Ministry of Trade (MoT) Regulation No. 10 Year 2006,
Company KP3A is prohibited from engaging in trading activities and sales
Representative
transactions from the beginning until the end, such as filing
Office (Kantor
tender, signing contract, and settling claims. It can only act as a
Perwakilan
selling and/ or manufactures and/or buying agent.
Perusahaan
Perdagangan To establish a KP3A, the business actors must have a NIB and
Asing /KP3A) apply for a KP3A Business License (Surat Izin Usaha Perwakilan
Perusahaan Perdagangan Asing/SIUP3A) or a KP3A Business
License in the Trade Sector through Electronic System (Surat Izin
Usaha Perwakilan Perusahaan Perdagangan Asing Bidang
Perdagangan Melalui Sistem Elektronik/SIUP3A Bidang PMSE).
KP3A can be established in the capital city of a province and
any district or regency within Indonesia.
2.GETTING LICENSE
The Risk-Based Business Licensing is based on (i) the determination of the risk level; and
(ii) the rating scale of business activities, including micro, small, and medium enterprises
(Usaha Mikro Kecil dan Menengah/MSMEs) and/or large-scale business.
The risk level is determined by risk analysis results conducted by the government with
considerations of:
a. Identification of business activities;
b. Hazard level assessment;
c. Assessment of potential hazards;
d. Determination of risk level and business scale rating; and
e. Determination of the business licensing type.
Risk level and types of business licensing required for conducting each business activity are
determined based on the risk analysis.
When starting and conducting business activities, all businesses must comply with:
a. Basic requirements of business licensing which include: (i) spatial conformity
(kesesuaian kegiatan pemanfaatan ruang); (ii) environmental approval; (iii)
building approval (persetujuan bangunan gedung); and (iv) certificate of
proper building functioning (sertifikat laik fungsi); and
b. Risk-based business licensing, which is divided into low-risk, medium-low risk,
medium-high and high risk.
43 Investment Procedures
4 Law 2 Law
15 Articles 36 Articles
The implementation of Risk-Based Business Licensing covers the following business fields:
PREPARATION COMMERCIAL
Indonesian Personal
ID or NIK (Ind: OPERATIONAL
Nomor Induk
Kependudukan) or
Passport Number
and other data LOW
LO
Individual
W
INVESTOR MEDIUM
LOW
To identify
MEDIUM
Indonesian LOW
Business
Activity Code www.oss.go.id OSS
(KBLI), and OSS account Online
it’s maximum (user ID and Single
password) Submission
foreign share
ownership
A. NEW
M
INVESTOR AHU MEDIUM MEDIU
(New (Ministry of HIGH HIGH
Registration) Law & Human
Rights)
B. EXISTING
INVESTOR (Re-
MEDIUM
registration) HIGH Submit
Deed of MEDIUM Investment
Establishment’s HIGH Facility
Registration
Number
Establishing
Indonesian
Entity : HIGH HIGH HIGH HIGH HIGH
Notary RISK RISK RISK RISK RISK
1. PT (for FDI)
2. CV, Firm
3. Cooperative • Company
Name’s Submit
Reservation Investment
Facility
• Articles of
Association
(AoA)
Investment Procedures 48
All business activities are divided into two stages. The NIB allows the business to conduct
activities from ‘preparation to the ‘commercial stage’.
NIB will be valid as long as business actors carry out their business activities. Standard
certificates, permits, and/or business license to support business activities will also be valid
as long as business actors run their business, or in accordance with the period stipulated in
the provisions of law and regulation.
In the event that the validity period of standard certificates, permits, and/or business
license to support business activities is regulated, application for renewal is made through
the OSS System no later than 30 (thirty) days before the validity period expires, or as
stipulated in the provisions of the law and regulation.
3.INVESTMENT SUPERVISION
The Government of Indonesia has responsibilities to oversee and assist all investment
projects that have entered the preparation and construction stages to be realized
according to plan. Under the Risk-Based Approach, the government will perform
inspections to supervise businesses, and make sure that companies are complying
with the necessary business standards in conducting their business.
49 Investment Procedures
Supervision Mechanism
GR 5/2021 and BKPM Regulation No. 5 Year 2021 set the method for supervising the
business activities by the government, which consists of routine supervision and incidental
supervision. Routine supervision consists of (i) reports from business actors; and (ii) field
inspections, while incidental supervision is a type of supervision that is carried out without
being scheduled in advance.
1. Routine supervision
Routine supervision will be carried out periodically based on the risk level of the relevant
business activities with due consideration of the level of compliance by the business.
Supervision stated in point (1) above will be carried out by technical ministries/agencies
with standard mechanisms and procedures (SOP) in accordance with the provisions of
related technical ministries, while supervision related to point (2) is carried out by the
Ministry of Investment/BKPM with the provisions as stipulated in BKPM Regulation No. 5
Year 2021.
BKPM Regulation No. 5 Year 2021 emphasizes the requirement for PT PMA to submit
the Investment Realization Report (Laporan Kegiatan Penanaman Modal/LKPM) to the
Ministry of Investment/BKPM. The report includes report on investment realization and, if
any, issues that are faced by the company in implementing its investments. The
government will then provide facilitation services for problem solving (debottlenecking)
to find solutions to obstacles/problems encountered. The submission of LKPM is carried
out with the following provisions:
• Businesses are obligated to submit:
a. A quarterly report on the investment and manpower realization at the construction
and commercial stages; and
b. An annual report on the realization of production, corporate social responsibility,
partnership, training, and technology transfer at the commercial stages.
Investment Procedures 50
• Reporting period:
a. For medium and large business actors, LKPM is submitted every 3 months (quarterly).
b. Reports on the activities of the representative office are submitted as follows:
• KP3A and KPPA are required to submit reports every 6 months;
• The BUJKA Representative Office is required to submit a report once a year; and
• The Foreign Electricity Supporting Representative Office is required to submit
a report once a year.
• LKPM for each line of business and/or location, will be made through the OSS system
that is now also integrated with the system of the relevant governmental institutions
(e.g. ministries/agencies, local governments, or SEZ administrators).
• The LKPM consist of (1) LKPM in the construction/preparation stage for business
activities that are not yet in production and/or commercial stages, which includes: a)
land procurement, both inside and outside the industrial area, b) construction of
buildings,
c) procurement of capital goods and supporting goods, and d) import of
machinery; and (2) LKPM for operational and/or commercial stages for business
activities that are already producing and/or operating commercially.
One Stop Service Center (PTSP Pusat) is established at BKPM to provide a simple,
fast, transparent and integrated service for starting business in Indonesia. At PTSP Pusat,
there are representative officers from 22 ministries and government institutions that
provide consultation and accept application for business licenses that are not included in
the OSS.
51 Investment Procedures
1. EMPLOYMENT
Following the enactment of Government Regulation No. 34 Year 2021, the Minister of
Manpower (MoM) has issued MoM Regulation No. 8 Year 2021 regarding
Implementing Regulation for Government Regulation No. 34 Year 2021 regarding Foreign
Worker Utilization (MOM Reg. 8/2021).
Specifically for tech-based startups and vocational activities, the exemption lasts for
no more than three months. The employers then need to apply for RPTKA Legalization
for their foreign workers. The application must be submitted at least two weeks
before the expiration of the work period stated in the foreign worker employment
statement letter issued in place of the RPTKA Legalization.
Employers must apply for work and immigration permit through the TKA Online sy
Application Stages
1. RPTK Submit an application and upload documents needed through the
A TKA Online system addressed to the Director of Foreign
Documents Manpower Utilization Management (Direktur Pengendalian
Submission Penggunaan Tenaga Kerja Asing) if fewer than 50 foreign workers
are to be employed. Otherwise, it is addressed to the Director
General of Manpower Placement Guidance and Expansion of
Work Opportunity (Direktur Jenderal Pembinaan Penempatan
Tenaga Kerja dan Perluasan Kesempatan Kerja).
Once the employer has made the DKPTKA payment, the Ministry of Manpower will
issue the RPTKA Legalization and send the data online to the Ministry of Law and
Human Rights for further processing the visa and stay permit. The Legalization of
RPTKA is used as a recommendation to obtain visa and stay permit for the foreign
workers.
Note: the RPTKA Legalization to be extended at least 30 days prior to its expiration.
PKWT based on time period and completion of works are used for the following:
a. PKWT based on time period which is categorized into: i) works with a short
completion period (a maximum of years); (ii) seasonal works; or (iii) works related
to new products, new activities, or an additional product that is still in the
experimental or try-out phase. Time-based PKWT may be determined and
extended based on the agreement between the employer and employee. However,
the PKWT is restricted to no more than 5 years since the starting or effective date
55 Legal Overview for Foreign Investor
of the PKWT.
Legal Overview for Foreign Investor 56
b. PKWT based on completion of works which is categorized into: (i) one time
completion works, or (ii) temporary works. The employment contract for PKWT
based on completion of works must include, among others, (i) scope of works and
(ii) terms for the completion of works. The time period for the completion of
works shall be the time period that such works is completed.
Compensation
At the end of the PKWT period, employers have to provide compensation to the workers.
Compensation is given to workers who have worked continuously at least 1 month, with
the following conditions:
a. PKWT with a time period of 12 consecutive months shall receive 1 month wage;
b. PKWT with a time period between 1 month and less than 12 months is calculated
proportionally (working period/12 x 1 month of wage);
c. PKWT with a time period of more than 12 months is calculated proportionally
(working period/12 x 1 month wage).
Wages generally consist of basic salary and fixed allowances. If a wage does not include
fix allowances, then the compensation shall not include additional allowances. If a wage
consists of basic salary and non-fixed allowance, then the compensation shall only
include basic salary. The compensation mentioned above shall not apply to PKWT for
foreign workers.
1.3 Outsourcing
Overtime may only be implemented for a maximum of 4 hours each day or 18 hours each
week, excluding works conducted on weekly rest days and/or national holidays. Employers
have to pay for overtime pursuant to the following calculations:
(i) For the first overtime hour: 1.5 x 1 hour salary;
(ii) For each subsequent hours: 2 x 1 hour salary.
1.5 Termination
1.6 Wages
Under Government Regulation No. 36 Year 2021 (GR 36/2021), the provincial minimum
wage will be the main benchmark for businesses. Governor may also impose a
regency/ city minimum wage if that regency/city’s economic growth is higher than the
province’s for the last three years. Although the sectoral minimum wage has been
abolished, all sectoral minimum wage decrees issued before GR 36/2021 will continue
until their expiration date.
These variables were assessed based on existing data from the last 3 years. In addition,
the wage council also takes into account economic growth or rate inflation provision,
as well as per capita consumption of working household members.
The minimum wage applies to all workers with less than 1 year of working in the company.
After 1 year, the employee is eligible to be paid in accordance with the wage scale in
the particular company, if they wish to do so. Moreover, businesses are no longer
permitted to postpone the payment of the minimum wage for their workers like before,
unless they are classified as micro or small businesses.
Based on Law No. 24 Year 2011 (Law 24/2011), employer will have to contribute a certain
share based on employee monthly wage into the social security programme. The
programme will provide economic assurance for every employee’s wellbeing. The Social
Security Agency for Workers and/or Health (Badan Penyelenggara Jaminan Sosial untuk
Ketenagakerjaan dan/ atau Kesehatan or BPJS-TK and BPJS-KS) will continue to ensure
that employer takes part in the mandatory social security programmes such as Pension
Guarantee, Senior Insurance Program, Life Insurance, and Work Accident Insurance.
With the Job Creation Law, it amends a few provisions in Law 24/2011 and adds the
unemployment insurance program (Jaminan Kehilangan Pekerjaan/JKP Program). Under
Government Regulation No. 37 Year 2021, the JKP Program will give employees access to
job openings, training, and cash payments that is capped at six months’ salary, with
IDR 5 million (approximately USD 350) as the maximum monthly salary should they lose
their jobs. The requirements for the employee to be registered under JKP is that the
employee shall be an Indonesian nationality, has not reached the age of 54 during
registration, and has an employment relationship with the company. All employees already
enrolled with the Manpower BPJS system are automatically registered for JKP program.
Legal Overview for Foreign Investor 60
Different types of visas and stay permits allow different types of activities. As part of
the government’s goal to make Indonesia more investment friendly through the enactment
of the Job Creation Law, Government Regulation No. 48 Year 2021 (GR 48/2021) on
Immigration was issued.
GR 48/2021 adds a new eligibility category for both single and multiple-entry visit visas
which is the pre-investment activities. These are activities in conjunction with starting a
business such as activities related to field surveys and feasibility studies.
ities of during their stay in Indonesia, and for reporting any change in the civil status, immigration
s, the full amount of the payment shall be returned to the foreigners once their stay permit expires.
The principal provisions relating to the presence of foreigners in Indonesia under the
previous laws and regulations are remain in force, while GR 48/2021 introduces some
significant changes.
a. Granting approval to change the status of a visit stay permit into a limited stay
permit or extension of a limited stay permit; and
b. Granting approval to change the status of a limited stay permit into a
permanent residence permit or extension of a permanent residence permit
Land ownership in Indonesia is regulated under Law No. 5 Year 1960 on Basic
Agrarian Law. The Job Creation Law and Government Regulation No. 18 Year 2021 (GR
18/2021) on Right to Manage, Right over Land, Stacked Units and Land Registration (Hak
Pengelolaan, Hak atas Tanah, Satuan Rumah Susun dan Pendaftaran Tanah) has
expanded some of its aspects e.g., the concept of right of management, space above and
beneath the land, and electronic land-related documents.
owned) that are incorporated under Indonesian law and domiciled in Indonesia.
The maximum term of grant of HGU is 35 years, with the option of extension
for a maximum of 25 years and a renewal of a maximum of 35 years. The
application for extension of a Right to Cultivate can be submitted after the
business carried out on the land is effective. As for the renewal, the applications
can be submitted at the latest 2 years after the expiration date of the land title.
4. Right to Use (Hak Pakai)
Hak Pakai is the right to utilize land or to collect products from such land. The title
can be granted for a definite or indefinite term, as long as the land is used for
a specific purpose. GR 18/2021 divides Right to Use into two types:
a. Right to Use for a certain period of time can be given to Indonesian
citizens, legal entities established under Indonesian laws and domiciled in
Indonesia, foreigners domiciled in Indonesia, and foreign legal entities having
representatives in Indonesia. This Right to Use can be granted over state land,
Right to Own land, and Right of Management land.
The Right to Use over state land and Right of Management land can be
granted for a maximum of 30 years, which can be extended by 20 years. After
the term of the extension expires, the land title can be renewed for a
maximum of 30 years. While the Right to Use over Right to Own land, can be
granted for a maximum of 30 years and can be renewed with the granting
Right to Use over Right to Own land deed.
b. Right to Use for an unspecified period of time can be given to central
government agencies, regional governments, local governments, religious and
social institutions, representatives of foreign countries and representatives of
international agencies. This land title can be granted over state land and Right
of Management land.
5. Right of Management (Hak Pengelolaan)
Hak Pengelolaan is a right to manage state land, including to use such state land,
that may be granted by the central government to a government authority or
agency, including a local government or state enterprise, which may in turn sub-
grant the right to use the land to a third party. The application for extension and
renewal of Right of Management land title granted over Right to Cultivate and
Right to Build can be submitted after the land has been utilized in accordance
with the purpose.
Land Registration
In line with the Government’s efforts to digitalize land administration throughout
Indonesia, the land registration activities in Indonesia will be conducted electronically
on a gradual basis. To provide certainty, the electronic data and information, or
printouts thereof, are admissible as evidence in court, provided that they are validated by
an authorized official. Deeds produced by a land conveyancer (Pejabat Pembuat Akta
Tanah) may be created electronically. The requisite period for the announcement of land
registration (to allow for objections) are 14 to 30 days. It also provides for the publication
of land registration data on the Ministry of ATR/BPN website.
Under Government Regulation No. 21 Year 2021 (GR 21/2021), business actors are
required to obtain a Confirmation/ Approval/ Recommendation Spatial Conformity
(Kesesuaian Kegiatan Pemanfaatan Ruang/ KKPR) for utilization a space through the OSS
system before they can apply for a business license and operate commercially. A KKPR
requirement also applies to business activities located in coastal water or water areas.
The KKPR will be issued if the business activities and location conform to the Detailed
Zoning Plan (Rencana Detil Tata Ruang/RDTR).
The procedure for the Confirmation of KKPR to be issued through the OSS system consists
of the following steps:
a. Registration, which includes some information on the location geographical
coordinates, total land area, control/ownership over the land, the intended
business, the planned number of floors, and planned area of the building;
b. An assessment of the intended activities document to RDTR; and
c. Issuance of the Confirmation of KKPR. The KKPR will be issued through the
OSS system within 1 business day of registration or after payment of the non-tax
state revenue and will be valid for 3 years.
If the RDTR for the intended location of the planned activity are not yet available, an
Approval of KKPR will be given. These Approval of KKPR also applies in the coastal waters,
territorial waters, and jurisdiction. The procedure for the Approval of KKPR consists of the
following steps:
a. Registration;
b. An assessment of the intended activities document to the Spatial Plan
(Rencana Tata Ruang/RTR), National Strategic Areas Zoning Plan (Rencana Zonasi
Kawasan Strategis Nasional Tertentu/RZ KSNT), and Interregional Zoning Plans
(Rencana Zonasi Kawasan Antarwilayah/RZ KAW); and
c. Issuance of the Approval of KKPR.
Legal Overview for Foreign Investor 66
An Approval of KKPR in the industrial estates and tourism area which already has a
business license in accordance with the provisions of the legislation; and Special
Economic Zones which has been designated in accordance with the provisions of the
legislation, do not require an assessment as point b above.
3.3 Building
Building Approval
The Job Creation Law replaces the building construction permit (Izin Mendirikan
Bangunan/IMB) with building approval (Persetujuan Bangunan Gedung/PBG). Under
Government Regulation No. 16 Year 2021 (GR 16/2021), PBG is a license granted to
building owner to build new, change, expand, reduce, and/or maintain building in
accordance with the technical standards of building. However, an IMB issued prior to the
enactment of GR 16/2021 remain valid until it expires.
the final inspection and commissioning test of the building, the SLF will be issued through
the SIMBG. An SLF consists of (i) SLF documents, (ii) attachments to the SLF documents,
and (ii) the SLF label. Furthermore, if several buildings are constructed in one area under
the same technical plan, then the SLF will be issued for each of the building. The SLF
should be extended for a certain period of time as follows: (i) 20 years for single and row
residential houses; and (ii) 5 years for other kinds of buildings.
3.4Environmental
Environmental Approvals
Pursuant to Government Regulation No. 22 Year 2021, an environmental approval must be
obtained prior to obtaining a business licence. Any plan of business and/or activity that has
negative impact on the environment must obtain:
a. Environmental Impact Assesment (Analisis Mengenai Dampak Lingkungan/ AMDAL);
• AMDAL is mandatory for any type of business plans and/or activities that
may have a significant impact on the environment, in which: (1) its scale is
mandatory for AMDAL; and/or (2) it is located within and/or directly adjacent
to a protected area.
• Business actors must prepare AMDAL documents which consists: (1) Terms of
Reference Form (Formulir Kerangka Acuan); (2) AMDAL; (3) Environmental
Management Plan and Environmental Monitoring Plan (RKL-RPL). These AMDAL
documents will be reviewed by the Environmental Feasibility Assessment Team.
The relevant Assessment Team will then issue a recommendation, which
will be considered by the Minister of Environment and Forestry before issuing
the Environmental Eligibility or Non-eligibility Decree.
b. Environment Management Efforts and Environment Monitoring Efforts (Upaya
Pengelolaan Lingkungan Hidup dan Upaya Pemantauan Lingkungan Hidup/UKL-
UPL); or
• UKL-UPL is mandatory for any type of business activities that: (1) has no
significant impact on the environment; (2) is located outside and/or not directly
adjacent to a protected area; and (3) is exempted from AMDAL obligation.
• Business actors must prepare a UKL-UPL Form, which then will be reviewed
and issued by the authorized Minister, governor, or regent/mayor.
c. Commitment Letter for Implementation of Environmental Management and
Monitoring (Surat Pernyataan Kesanggupan Pengelolaan dan Pemantauan
Lingkungan Hidup/SPPL), as a substitution of UKL-UPL document if the
business has no significant impact or effect on the environment.
• SPPL is mandatory for any type of business plans and/or activities that: (1) has
no significant impact on the environment; (2) is a micro or small enterprise
having no significant Impact on the environment; and/or is exempted from
UKL-UPL obligation.
Legal Overview for Foreign Investor 68
• Business actors must prepare a UKL-UPL Form, which then will be reviewed
and issued by the authorized Minister, governor, or regent/mayor.
• The SPPL for businesses engaging in certain fields is now integrated into
the company’s NIB. Consequently, businesses that are required to submit the
SPPL can now start their business activities immediately once they obtain their
NIB.
All Environmental Approvals shall remain valid as long as the business and/or activity takes
place and no changes are made.
4. LOGISTICS
The NLE was introduced through Presidential Instruction No. 5 of 2020 (Inpres
5/2020) regarding Arrangement of National Logistic Ecosystem. Under Inpres 5/2020,
Minister of Finance was instructed to launch the NLE which is conducted through the
Indonesia National Single Window/INSW. The NLE aims to simplify the previous
import/export activities where notifications/documents should be submitted through
multiple platforms e.g., to INSW and Sistem Informasi Manajemen Lalu Lintas Angkutan
Laut “SIMLALA” online system of the Directorate General of Sea Transportation.
Shipping Shipping
Clearance Clearance
Warehouse Warehouse
UPSTREAM DOWNSTREAM
4.2Indonesia Seaport
There are several main hubs in Indonesia as the main facilities for international trade. This
hub connects logistics activities from Sabang to Merauke. The major international ports in
Indonesia are located at Tanjung Priok, Jakarta and Tanjung Perak, Surabaya.
Container Ship
No Major International Hub in Indonesia Location
Capacity (TEUs)
1. TPK Belawan North Sumatra 434,576
2. Tanjung Priok DKI Jakarta 1,832,887
3. Tanjung Perak East Java 2,272,691
4. TPK Makassar South Sulawesi 649,889
5. Terminal Balikpapan West Kalimantan 202,231
6. TPK Bitung North Sulawesi 297,168
7. Pelabuhan Jayapura Papua 97,000
8. Terminal Sorong West Papua 60,708
An illustration of international logistics activities in Indonesia can be seen from the import
illustration in the following scheme:
5. INFRASTRUCTURE
Under the current Medium-Term National Development Plan 2020-2024, the government
key targets are to reach the average GDP growth of 6% and allocate IDR 6,445 trillion or
about 6,2% of GDP for infrastructure spending. In contrary, government funding capacity
is only able to fund IDR 2,385 trillion or about 37% of the total required investment. This
funding gap forces the government to maximize creative financing and encourge the
participation of society and business entities through Public Private Partnership (PPP)
scheme.
19 types of infrastructure project, including social infrastructure, are covered by PPP scheme:
URBAN SOCIAL
CONNECTIVITY INFRASTRUCTURE INFRASTRUCTURE
Road
Toll roads Water supply
Toll brdiges
Roads
Waste management system
Transportation
Seaports
Airports Water resource & irrigation
Railways
Road transportation Localized waste water management
Energy conservation
Street lighting
Health
Zone/ estates
Penintentiary
71 Legal Overview for Foreign Investor
Based on PR 38/2015, there are two PPP project proposal schemes namely Solicited
and Unsolicited. Solicited Proposal is initiated by the Government, while the Unsolicited
Project is initiated by the private sectors.
OPTION
Pre-Feasibility
Study
For Solicited Proposals, the PPP scheme consists of four stages: planning, preparation,
transaction, and implementation. PPP projects that are under preparation are those in the
pre-feasibility study stage, while projects under the transaction are those in the
procurement process. Every year Ministry of National Development Planning/National
Development Planning Agency (Bappenas) stipulates a list of PPP plans compiled in a PPP
Book. In PPP Book, the projects are organized into two categories based on their readiness
level, namely ready to offer projects and under preparation projects. The book also
provides information related to projects in tender process (under transaction) and
projects that have become success story for PPP development in Indonesia.
6. TRADE
Indonesia has signed and implemented a number of free trade agreements with countries
and regions around the world with its status as an independent market as well as a
member state of the Association of South East Asian Nations (ASEAN). As an ASEAN
member, Indonesia implements the ASEAN Free Trade Area (AFTA) policy. AFTA
regulates intra-regional trade through the Common Effective Preferential Tariff (CEPT)
scheme with applied tariff range between 0-5% for ASEAN member countries, except
for products specified on exclusion lists. Indonesia does not only implement a free
market policy between ASEAN, but also with other countries including ASEAN-
Australia-New Zealand, ASEAN-China, ASEAN-South Korea, ASEAN-India, and Indonesia-
Japan (IJ-EPA).
Legal Overview for Foreign Investor 72
Under Government Regulation No. 29 Year 2021 (GR 29/2021) an exporter or importer
must hold an NIB, and is prohibited from importing or exporting prohibited goods that
relate to
(i) public health, flora and fauna, and the environment; (ii) national security and the public
interest, including social and cultural heritage and public morality; or (iii) protected
wild plant or animal species.
For importers, NIB also acts as a General Importer Identification Number (API-U) or
Producer Importer Identification Number (API-P). The imported products must be brand
new, unless the MoF explicitly approves the importation of second-hand items. To import
certain types of goods, importers must hold a business license issued by the Ministry of
Trade (MoT), which consist:
a. An importer registration license;
b. An import approval license for producer importers (companies that import raw
materials and capital goods for its own use); and/or
c. A general import approval license.
While businesses exporting certain types of goods will require an additional export license
from the MoT, which consist:
a. An export registration license; and/or
b. An export approval license.
The government of Indonesia has established the SINSW, integrating related ministries
and institution in import and export licensing process. This system supports a single
submission of data and information, offers single and synchronous processing of data and
information, and decision making on a single basis for the granting of customs clearance
and release of goods.
To obtain business license in the export and import activities, the exporter and impo
to the Minister of Trade through the Indonesia National Single Window System (SIN
Importing to Indonesia
Businesses should check the Indonesian Harmonization System (HS) Code, which is used
to classify every category of products, before importing or exporting it. This is due to the
fact that some items may require additional licenses or registration. In addition, the HS
code is one of the criteria that determines the tax and customs duties, as well as any
unique import/ export restrictions for that goods.
73 Legal Overview for Foreign Investor
6.3Distribution of Goods
In general, the distribution of goods to consumers can be divided into 2 (two) sections i.e.,
indirect and direct distribution.
Distributor: A distributor must have an NIB and Distributor Business License issued by
the OSS system. The distributor must own or control a registered warehouse. In the event
that a manufacturer appoints a sole distributor, then it is not permitted to appoint another
distributor of the same products. The appointment of a sole distributor by a manufacturer
must be valid for at least for 5 years and must be extended at least once. A distributor
cannot distribute directly to consumers.
Furthermore, some of the provisions under the Ministry of Trade Regulation No. 24 Year
2021 (MoT Reg. 24/2021) on Agreements for Distribution of Goods by Distributors or
Agents are:
• Types of business actors classified to carry out distribution activities, consist of (i)
distributors; (ii) sole distributors; (iii) agents; and (iv) sole agents. Distributors and
sole distributors may appoint sub-distributors while agents and sole agents
may appoint sub-agents.
• A foreign investment PMA trading companies must appoint domestic
investment (PMDN) trading companies as distributors, sole distributors, agents, or
sole agents.
• Companies distributing health products and medicines are exempted from the
provisions of MoT Reg. 24/2021. The distribution of health products or medicines
shall be carried out based on the relevant laws and regulations in the health sector.
Agent: An agent must have an NIB and Agent Business License, and is paid on a
commission basis by the appointing party. Should the manufacturer appoint a sole agent, it
is not permitted to appoint another agent to distribute the same products. The agent
cannot transfer rights over products owned or controlled by the manufacturer, supplier, or
importer that appointed him, as they only act for and on behalf of the producer, supplier
73 Legal Overview for Foreign Investor
or importer in marketing the goods.
Legal Overview for Foreign Investor 74
Wholesaler: A wholesaler must have an NIB and Wholesaler Business License, and is
prohibited from distributing goods directly to consumers.
Retailer: A retailer must have an NIB and Retailer Business License, and is prohibited
from importing goods. Retailers distribute their wares through shops and other types of
outlets. They may also sell online and engage in itinerant trading (where retailer goes
from place to place selling its wares).
Retail
*If the importer has also a distributor license, it may sells goods directly to retail
75 Legal Overview for Foreign Investor
Direct sellers are paid on a commission basis, and their aggregate commissions must not
account for more than 60% of turnover.
Legal Overview for Foreign Investor 76
7. INVESTMENT PROTECTION
Law No. 25/2007 gives legal certainty to foreign investors that their investment shall
be protected and shall receive equal treatment from regardless their country of origin.
Protection measures include:
The tax system that applies in Indonesia is self-assessment. It means that taxpayers are
required to calculate, pay, and report their personal taxes. With an exemption on
certain types of taxes, official assessment and withholding tax mechanisms apply. In
running the tax administration system, each individual and company must have a Taxpayer
Identification Number (NPWP), an official identity issued by the Directorate General of
Taxes (DGT).
The corporate income tax (CIT) rate in Indonesia is 22% and onwards. Public companies
that have a minimum listing requirement of 40% and other specific conditions are eligible
to a 3% cut off from the standard CIT rate. The most common tax year in Indonesia is the
same as the calendar year, which is January 1 to December 31. However, the tax year will
follow the company’s financial year as stated on the article of association.
a. Tax Holiday
Through Minister of Finance Regulation No. 130/PMK.010/2020 (“PMK-130”) on tax
holiday, a company that makes a new capital investment in a Pioneer Industry is eligible to
obtain a reduction on its CIT for income earned from its Main Business Activities. The
application for tax holiday incentive must be submitted before entering commercial
production.
Taxation 80
Under PMK-130, a company that can obtain Tax Holiday incentive must meet the following
criteria:
1. It is a Pioneer Industry;
2. Having status as Indonesian legal entity;
3. Is making a new capital investment which has not been issued with any prior
approval or rejection on an application to obtain: a) Tax Holiday; b) Tax Allowance;
c) Income tax incentive for labor intensive industry (Investment Allowance);
and d) Income tax incentive on the Special Economic Zone;
4. It has new capital investment plan with a minimum value of IDR 100 billion;
5. It meets the Debt to Equity Ratio requirement for tax purposes (which is currently
4:1 stated in MoF Regulation No 169/2015 ); and
6. It commits to start realizing its capital investment plan within a year after the
issuance of Tax Holiday approval.
7. It meets tax clearance certificate (SKF) requirement for its local taxpayer
shareholders.
Companies may still apply for the tax holiday even if it is engaged in an industry that is not
listed as pioneer industry if the companies:
1. Meets the five criteria to obtain Tax Holiday incentive as stated in item 2 to 6 above;
2. Reaches a score of at least 80 on the Pioneer Industry quantitative criteria (as
shown in Attachment A of PMK-130); and
3. Meets tax clearance certificate (SKF) requirement for its local taxpayer shareholders.
The details of the above pioneer industry scope are listed in Attachment 1 of BKPM
Regulation No. 7 Year 2020 concerning Details of Business Sectors and Type of Production
of Pioneer Industries and Procedures for the Granting of Corporate Income Tax Reduction
Facilities. Referring to the attachment, there are 185 business sectors (of the
Indonesia Standard Business Classification/KBLI) entitled to tax holiday.
b. Tax Allowance
The Government issued Regulation No. 78 Year 2019 (GR 78/2019) on 12 November 2019.
GR 78/2019 represents an amendment to the regulations on the tax allowances available
for companies that invest in certain business sectors and/or regions. These companies are
eligible for tax allowance in the form of the following benefits:
• A reduction in net income of 30% of the actual amount invested in tangible
fixed assets including land, allocated over the six years of commercial
production after receiving the tax allowance approval (at a rate of 5% per year);
• Accelerated depreciation and/or amortization of eligible fixed assets and
intangible assets;
• A 10% reduced withholding tax rate on dividends distributed to nonresidents (or a
lower rate under a relevant tax treaty); and
• An enhanced tax loss carries forward period of greater than 5 years but no longer
than 10 years under certain conditions.
Companies are eligible to apply for this relief through OSS. Currently, there are 183
businesses that have been provisioned by the government as companies that are entitled
to this relief.
c. Research and Development (R&D) and Vocational Tax Facility (Super Tax Deduction)
and Labor Intensive Tax Facility (Investment Allowance)
Government Regulation No. 45 Year 2019 provides new tax incentives to
Indonesian corporations to: (i) encourage investment in labor intensive industries; (ii)
support job creation and employment in Indonesia; (iii) encourage involvement of
business and industry sectors to develop high quality human resources; (iv) increase
competitiveness; and (v) encourage businesses to conduct research and development
(R&D) activities.
83 Taxation
1. Research and Development (R&D) and Vocational Tax Facility (Super Tax Deduction)
◊ Period of facility:
• 2 (two) years and may be extended for 2 (two) years, except for the import of
machinery for development with the purpose of modernization, rehabilitation
and/or restructuring.
• The extension of the period may be added with the following provisions:
a. For an investment plan of at least IDR 500 billion and less than IDR 1
trillion, an additional of 1 (one) year extension may be given based on the
results of the field inspection.
b. For an investment plan of at least IDR 1 trillion and less than IDR 5 trillion,
may be given a 2 (two) times extension for a period of 1 (one) year based
on the results of the field inspection.
c. For an investment plan of more than IDR 5 trillion, an additional maximum
of 5 (five) years may be granted based on the results of the field
inspection.
2.Import duty exemptions for the import of raw materials for production
3.Import duty exemptions for the import of capital goods used by companies engaged
in the construction and development of power plants for public use
◊ This facility is eligible for PT PLN (the national power company) or/and holders
of electricity power supplier business licenses.
◊ The business actors mention above are required to have:
a. Business area;
b. Power purchase agreement (PPA) with PT PLN (Persero);
c. Finance lease agreement (FLA) with PT PLN (Persero); or
d. Power purchase agreement with the holder of a power plant business license
(IUPTL) owning a business area.
◊ Period of facility: 2 years and can be extended a one-time period of 1 year.
Taxation 86
4. Import duty exemptions or reductions and value added tax (VAT) exemptions or
deferral for the import of capital goods used by companies with mining contract
of works (KK/PKB2B).
◊ This facility is eligible for companies holding mining contract of works with the
government (KK/PKB2B).
◊ Conditions of facility: Subject to the terms of the contract of works. The application
can be requested by attaching recommendation letters from Directorate
General of Mineral and Coal, Ministry of Energy and Mineral Resources of the
Republic of Indonesia.
◊ Period of facility: Subject to the terms of the contract of works. Generally it is given
annually and will expire every 31st December of each year. Extensions of
period will be subject to recommendation from the Director General of Mineral and
Coal.
Companies in Indonesia have to pay CIT by the end of the fourth month after the year-
end and must file the CIT returns by the end of the fourth month after the end of the
reported tax year.
The tax payment can be made through a tax-payment bank to the State Treasury bank. A
copy of the tax payment receipt should be attached with the annual tax returns.
Extensions may apply for a maximum of two months if you submit a written notice to the
DGT before the tax return deadline.
One of the noteworthy elements in tax administration is note taking and bookkeeping
or creating financial statements. Thus, the company ought to calculate tax obligations and
fill out annual notices adequately in order to minimize disputes in the future.
The company is obliged to keep its financial statements for at least the next 10 years. It is
to anticipate a future discrepancy in calculations between companies and tax authorities.
Financial statements must be made using the Latin font, Bahasa Indonesia, and use Rupiah
units of currency. For certain companies such as Foreign Investment Companies (PMA),
PE, Taxpayers listed on the Foreign Stock Exchange, Overseas Subsidiaries and certain
Collective Investment Contracts (KIK), are welcome to use foreign languages and
currencies other than rupiah, if approved by the DGT.
87
Taxation 88
To ensure transfer pricing activities are exerted as a way to avoid corporate conducting tax
avoidance, the Indonesian government has adopted the OECD’s Base Erosion and
Profit Shifting (BEPS) Action Plans.
The following details the PPh rate level of individuals is based on Law No. 7 Year
2021, namely:
The amount of non-taxable income for each individual is diverse depending on the number
of dependents the individual taxpayer has, and on whether the husband and wife’s NPWP
(Taxpayer Identification Number) are combined or not.
Through Law No. 7 Year 2021 (Law 7/2021), the Government of Indonesia stipulates
a threshold on the non-taxable gross turnover in the amount of IDR 500 million. Thus,
individual entrepreneurs who calculates their income tax with a final rate of 0.5% and has
a gross turnover of up to IDR 500 million/year will not be subject to income tax.
Individual taxpayers are required to submit an annual income tax notice, no later than
3 months after the tax year ends, or on March 31 in the following tax year.
In terms of VAT (PPN) charges, the principle of withholding tax applied. It is where
the producer or seller will collect taxes paid by consumers during the transaction, to
then be deposited. Currently, the imposition of VAT in Indonesia adheres to a single
tariff system of 10% of the selling value of goods. With the enactment of Law 7/2021, the
VAT rate will increase to 11% (eleven percent) on 1 April 2022; and will be increased to
12% (twelve percent) as per 1 January 2025.
Basically, VAT is entitled on all taxable goods (Barang Kena Pajak/BKP) and taxable
services (Jasa Kena Pajak/JKP). However, the government provides exceptions for the VAT
charges against the submission of certain BKP and JKP such as:
91 Taxation
• Food and beverage of which are served in the hotel, restaurant, food shop,
shop, or the similar is desired, including dine in and take out food, including
food and beverage of which are presented by catering company; and
• Money, gold bullion, and securities.
In addition, the government also excludes the VAT charges on the submission of
certain JKP, including:
• Religious services
• Arts and entertainment services
• Hospitality services
• Services provided by the government
• Parking services
• Culinary or catering services
Digital VAT
Since July 1 2020, the Government of Indonesia has regulated the VAT charges on the use
of intangible goods or services originating from other countries through electronic systems
or trading activities (PMSE).
The PMSE VAT collection is carried out by an application provider company appointed
by the government. This policy was issued in response to the increasing use of intangible
goods or services in digital form, such as streaming services and other digital product
transactions.
Sales Tax on Luxury Goods (PPnBM) is a tax imposed on goods classified as luxury to
producers to produce or import goods in their business activities or work. PPnBM is
only charged once, at the time of delivery of goods by the manufacturer or at the import
of such Luxury Taxable Goods.
PPnBM rates vary between 10% to 200%, depending on the type of luxury goods. If a
businessman exports Taxable Goods classified as luxury goods, it is subject to 0%
VAT. Luxury goods criteria comprise:
Taxation 92
The PPnBM charge should be reported at each tax period combined with VAT
reporting using the VAT Period Tax Return form 1111. The reporting deadline is at the end
of each subsequent month after the date the invoice was created.
4. OTHER TAXES
Land and Building Tax (PBB) is a levy on land and building that provide economic and
social benefits to an individual or corporation. PBB is generally classified into urban
and rural sectors (PBB P2) and PBB for mining, forestry and plantation (P3B) sectors.
The PBB P2 collection activity has become the responsibility of the local government
of either the Regency or Municipality. The PBB P3 collection is organized by the authority
of the central government, through the DGT.
The owed-PBB calculation refers to the taxable selling value (NJKP), which is between 20%
to 100% of the selling value of the tax object (NJOP), multiplied by the applied rate of
0.5%. The amount of NJOP is determined by the Minister of Finance every three years.
Taxpayers are required to register the land and/or buildings ownership to Tax Office (KPP),
Tax Services, Dissemination and Consultation Office (KP2KP) based on the location of the
taxable PBB object.
4.2Stamp Duty
Starting in 2021, based on Law No. 10 Year 2020, stamp duty will be subject to a single
tariff of IDR 10,000. The new law introduces a new form of electronic stamp duty for
electronic documents. The new electronic stamp will contain unique codes and specific
descriptions. The use of electronic stamp duty will be regulated in a new MoF
Regulation. Several new documents now require stamp duty under the New Stamp Duty
Law, among others:
• Securities transaction documents, including securities trading confirmations.
However, the DGT has clarified that an implementing regulation will be issued
on securities trading confirmations;
• Auction documents;
93 Taxation
• Any document mentioning a value exceeding IDR 5 million, which may take the
form of a receipt of payment or acknowledgement of a debt payment or
settlement, whether entirely or partially; and
• Other documents to be stipulated in a government regulation.
5.STATUTE OF LIMITATION
The DGT can issue an underpaid tax assessment letter within five years upon the tax due
date or the end of a tax period, part of a tax year, or a tax year. In order to provide
legal certainty, the Job Creation Law stipulates the Statute of Limitation (SoL) for the
issuance of a Tax Collection Letter (Surat Tagihan Pajak/STP), except for:
a. An STP on late payment of tax decisions may be issued at the latest by the
SoL to collect the relevant decisions (i.e. SKPKB, or Additional Tax Underpaid
Assessment Letter (Surat Ketetapan Pajak Kurang Bayar Tambahan/SKPKBT), or
Decision on Amendment, Tax Objection, Tax Appeal, or Judicial Review) which
trigger the tax underpayment;
b. An STP on the 50% penalty for a taxpayer losing their case at the tax objection
level may be issued at the latest five years from the issuance of the Objection
Decision if the taxpayer did not file for Tax Appeal; and
c. An STP on the 100% penalty for a taxpayer losing their case at the tax appeal level
may be issued at the latest five years from pronouncement of the Tax Appeal
Decision by the judges.
The issuance of STP is one of the efforts to ensure taxpayer compliance, which begins with
an examination process and results in the form of Notice of Tax Assessment (SKP). Issuing
SKP will usually result in taxes owed to be underpaid, overpaid or naught.
Contact Us 94
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