For many newcomers, Indonesia looks simple to enter but complex to operate in. The most common mistake foreign founders make is “getting registered” without building an operating-ready structure. The result is a company that exists on paper but cannot open banking, cannot activate key permits, or collapses at visa time—forcing amendments, OSS corrections, and delays that cost far more than doing it right once.
In 2025–2026, compliance is system-driven. What you declare in OSS-RBA must match your real activities, capital behavior, and reporting trail. Mismatched KBLI and “paper capital” remain the fastest ways to get blocked after incorporation.
This foreign investor guide explains the safe build order for Indonesia, starting with BKPM Regulation No. 5/2025, so your structure supports banking, licensing, and long-term operations from day one.
Table of Contents
- What a PT PMA is and why it matters to foreign investors
- Choosing KBLI and confirming foreign ownership access
- Capital and investment thresholds foreign investors must plan for
- Step-by-step setup from notary to NIB
- Real Story: when capital was “declared” only
- What NIB covers and where OSS-RBA still requires more
- Staying compliant with tax, LKPM reporting, and governance
- Last-minute traps that block licenses and visas
- FAQ’s for foreign investors setting up a PT PMA
What a PT PMA is and why it matters to foreign investors
For foreign investors, a PT PMA is the standard Indonesian limited liability company structure used when there is foreign shareholding. If you plan to earn revenue in Indonesia, hire staff, sign enforceable contracts, or build an immigration-capable backbone, this structure is usually required.
From a foreign investor guide perspective, the PT PMA is not paperwork—it is infrastructure. It is what allows banking access, licensing upgrades, and lawful visa sponsorship later.
Nominee or “borrowed name” arrangements may appear faster, but they often fail when the business grows, disputes arise, or ownership is re-checked. This foreign investor guide assumes you want a structure that survives audits, expansions, and renewals.
Choosing KBLI and confirming foreign ownership access
KBLI selection is one of the most critical decisions a foreign investor makes. It defines what activities are allowed, which licenses apply, and whether foreign ownership is open, capped, or restricted under the Positive Investment List and sector rules.
Before the notary finalizes the deed, foreign investors should map real activities and locations to precise 5-digit KBLI codes. Foreign ownership access must be confirmed for each code, then the scope frozen.
From a foreign investor guide standpoint, changing KBLI later is expensive. It triggers synchronized edits across deed/AHU, OSS-RBA, tax data, and LKPM reporting—exactly the rework this guide helps you avoid.
Capital and investment thresholds foreign investors must plan for
Most guidance for foreign investment entities still points to two expectations: an investment plan above IDR 10 billion per 5-digit KBLI per project or location (excluding land and buildings), and paid-up capital commonly described at IDR 2.5 billion as part of that plan.
What matters for foreign investors is not the headline number, but proof. Early declarations may be accepted, but later steps often demand evidence of real funding and use—especially during banking, license upgrades, and expat processes.
If anyone markets a “fully legitimate” setup below the IDR 10 billion baseline, this foreign investor guide treats it as not confirmed until your exact KBLI and scope are tested against the rules.
Step-by-step setup from notary to NIB
A foreign investor should begin with a planning pack: business model, KBLI list, shareholder structure, and a registered address that meets requirements. At least one Director and one Commissioner must be appointed, supported by identity documents and a capital plan aligned to thresholds.
The notary then reserves the company name, drafts the Deed of Establishment and Articles of Association, and submits for legal-entity approval. After approval, registration continues in OSS-RBA to obtain the NIB and follow the risk-based licensing path.
This foreign investor guide stresses one rule: NIB is registration, not always permission to operate.
Real Story: when capital was “declared” only
Maya, a Singaporean investor in Canggu, opened a studio and planned a second site in Sanur. Her team used broad activities and “declared” paid-up capital, assuming banking and funding could follow later.
When she tried to open corporate banking and sponsor a manager KITAS, the process stalled. She had to tighten activity scope, realign KBLI, inject actual capital into the company account, and update OSS-RBA records.
The outcome was clean: banking opened and the second site launched. This is the practical lesson inside every serious foreign investor guide—structures must reflect reality, not intention.
What NIB covers and where OSS-RBA still requires more
Many foreign investors fall into the “NIB illusion.” They obtain a number, start hiring, and begin selling—then discover additional approvals were required first.
This foreign investor guide recommends using the OSS-RBA portal to confirm what your activity list requires. Next steps may include standards or commitments, inspections, zoning alignment, environmental steps, and sector approvals for regulated industries such as health, education, logistics, finance, and alcohol-linked F&B.
If your sector requires it, complete it before trading.
Staying compliant with tax, LKPM reporting, and governance
For foreign investors, setup is only half the job. Ongoing compliance keeps the structure usable. Most companies must manage tax filings, including withholding where relevant, VAT filings if registered as PKP, and an annual corporate return.
LKPM reporting is not optional, even during pre-operational stages. “Zero” reporting is acceptable when accurate and explained; skipped periods and inconsistent figures create blocks.
Governance completes the triangle. Changes to shareholders, roles, capital, address, or activity scope must match across deed/AHU, OSS-RBA, tax data, and LKPM reporting—exactly what this foreign investor guide is designed to keep aligned.
Last-minute traps that block licenses and visas
Trap one is nominee control, which weakens enforceability and compliance resilience. Trap two is scope inflation—adding unrelated activities “just in case,” creating contradictory licensing and messy tax classification.
Trap three is capital verification: declaring paid-up capital without funding it stalls banking and downstream approvals. Trap four is “dormant but not filing,” where penalties accumulate quietly until clearance is needed.
A foreign investor guide is most valuable before launch, not after problems appear.
FAQ’s for foreign investors setting up a PT PMA
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Can I own 100% of my company?
It depends on KBLI and sector rules; some sectors are open while others are capped or restricted.
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Is the NIB enough to operate immediately?
Not always; many activities require additional approvals, standards, or inspections.
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Can I register below the IDR 10 billion investment baseline?
Broad claims are not confirmed across sectors; verify your KBLI and project scope first.
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Do I need LKPM reporting with no revenue yet?
Often yes; pre-operational reporting can still be required, including “zero” with explanations.
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What causes the most rework for foreign investors?
Wrong KBLI scope, mismatched data across systems, and “declared” capital without real funding.
