Limited Liability Company
According to Article 1 Number 1 of Law Number 40 of 2007 concerning Limited Liability Companies (" PT Law") as amended through Article 109 Number 1 of Law Number 11 of 2020 concerning Job Creation ("Law No. 11/2020"), a Limited Liability Company or PT is a legal entity that is a capital partnership, established by agreement, conducting business activities with authorized capital which is entirely divided into shares or individual legal entities that meet the criteria for micro and small businesses as stipulated in the laws and regulations regarding Micro and Small Enterprises.
Article 2 paragraph (1) of the Regulation of the Minister of Law and Human Rights Number 21 of 2021 concerning Terms and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Company Legal Entities ("Permenkumham No. 21/2021") divides universities into 2 (two) types, namely:
- PT Persekutuan Modal or PT Biasa; is a legal entity of capital partnership established under an agreement and carries out business activities with an authorized capital which is entirely divided into shares.
- PT Individu or PT UMK; namely an individual legal entity that meets the criteria for MSEs as stipulated in the laws and regulations regarding MSEs. PT UMK is only intended for 1 (one) individual kodrati, not a legal entity. If the founder is a legal entity or more than 1 (one) individual kodrati, then the procedures and conditions for establishing the PT become the same as ordinary PT. In addition, PT UMK can be established by business actors who are included in the MSE category. However, when the PT in question no longer meets the criteria for MSEs, its status must be changed to PT Persekutuan Modal or PT Biasa.
The criteria for the scale of MSE businesses are specifically regulated in Article 35 of Government Regulation Number 7 of 2021 concerning the Ease, Protection, and Empowerment of Cooperatives and Micro, Small, and Medium Enterprises ("PP No. 7/2021"), namely that micro, small, and medium enterprises are grouped based on the criteria for business capital or annual sales results. For the establishment or registration of business activities, the grouping uses the criteria of business capital, which consists of:
- Usaha Mikro has a business capital of up to a maximum of RP1 billion excluding land and buildings for business premises;
- Usaha Kecil has a business capital of more than IDR 1 billion to a maximum of IDR 5 billion excluding land and buildings for business premises;
- Usaha Menengah has a business capital of more than IDR 5 billion to a maximum of IDR 10 billion excluding land and buildings for business premises.
From this grouping, it can be concluded that if someone wants to establish a PT UMK, the maximum business capital limit is IDR 5 billion. However, if the business capital turns out to exceed the maximum limit, then what was established was PT Persekutuan Modal, not PT UMK.
Requirements for Establishment of PT UMK
Based on Government Regulation Number 8 of 2021 concerning the Company's Authorized Capital and Registration of the Establishment, Amendment, and Dissolution of a Company that Meets the Criteria for Micro and Small Enterprises ("PP No. 8/2021") , the requirements that must be met by the founder of PT UMK are:
- PT UMK must be established by an Indonesian Citizen ("WNI") by filling in the establishment requirements in Indonesian;
- The Indonesian citizen in question must be at least 17 years old and legally capable;
- The number of shareholders consists of 1 (one) person; and
- The founder of PT UMK can only establish PT UMK once within a period of 1 (one) year.
The establishment of PT UMK does not require a notarial deed, through Law No. 11/2020 and its implementing regulations, theGovernment has provided convenience in the establishment of PT UMK. The convenience is in the number of PT founders that can be done by one person, waivers for the cost of establishing a legal entity, and convenience in the procedure for establishing a PT.
Prior to Law No. 11/2020, the authorized capital of a pt based on Article 32 paragraph (1) of the PT Law was Rp.50,000,000.00 (fifty million rupiah). However, after Law No. 11/2020, the amount of pt capital is determined by the decision of the founder of PT. The authorized capital must be placed and paid up at least 25% and proven by valid proof of deposit. The evidencemust be submitted electronically to the Minister of Law and Human Rights ("Menkumham") within a maximum of 60 days from the date of filling out the statement of incorporation for PT UMK. In addition, Article 109 number 5 of Law No. 11/2020 determines that the establishment of PT UMK is sufficient to make a statement of establishment in Indonesian, which contains the purpose and objectives, business activities, authorized capital, and other information related to the establishment of PT.
The information contained in the statement of establishment according to Article 7 paragraph (2) of PP No.8/2021 includes:
- Nama and the seat of PT Individu;
- the term of its establishment;
- purposes and objectives and business activities;
- the amount of authorized capital, issued capital and paid-up capital;
- nominal value and number of shares;
- address of PT Individu; and
- full name, place and date of birth, occupation, residence, national identity number (NIK), and taxpayer identification number (NPWP) of the founders as well as directors and shareholders of an individual PT.
A statement of pt establishment as a condition of pt establishment is registered electronically with the Minister of Law and Human Rights. Then, the Minister of Law and Human Rights will issue a certificate of incorporation statement electronically through the OSS (Online Single Submission) system. The applicant can print his own statement of incorporation and certificate.
Requirements for Establishment of Ordinary PT
According to Article 7 of the PT Law as amended through Article 109 Number 2 of Law No. 11/2020, the conditions for the establishment of an Ordinary PT are as follows:
- Pt established by 2 or more persons with a notarial deed of notarial deed made in Indonesian;
- each founder of the LLC is obliged to take a share of the shares at the time the PT is established;
- Pt obtains legal entity status after being registered with the Minister of Law and Human Rights and obtaining proof of registration;
- after the PT has obtained the status of a legal entity and the shareholders become less than 2 people, within a period of no more than 6 months from the circumstances, the shareholder concerned is obliged to transfer part of its shares to another person or the PT issues new shares to another person.
There is no difference between the amount of capital determined for PT UMK and the amount of capital determined for PT Biasa. The amount of capital for both is determined based on the decision of the founder of PT. The only difference is that proof of valid depositor n for ordinary PT must be submitted electronically to the Minister of Law and Human Rights within a maximum of 60 days from the date of the deed of incorporation.
The documents that need to be provided to establish a PT Biasa are as follows:
- Photocopy of scan of Identity Card (KTP) of the Founders (Shareholders) and Management;
- Photocopy of npwp scan of the Founders (all Shareholders) and Management;
- Photocopy of scans of the Family Card (KK) of the Founders (all Shareholders) and Management (for some regions only require a photocopy of the scan of the Family Card of the President Director);
- Pas Foto Director Utama size 3x4 cm and 4x6 cm, 4 sheets each with a red background;
- Signed Statement of Capital Deposit;
- Signed Statement of Domicile of the Company;
- Signed Statement of Truth and Validity of Data;
- Power of Attorney for signing the Deed of Incorporation (in the event that the Founder authorizes a third party);
- Application Letter to make a signed Company NPWP;
- Photocopy of Certificate from the Building Manager (If In a Building / Virtual Office) (For Certain Areas);
- Photocopy of Loan agreement (When Renting / Virtual Office) (For Certain Regions).
- Law Number 40 of 2007 concerning Limited Liability Companies.
- Law Number 11 of 2020 concerning Job Creation.
- Government Regulation Number 7 of 2021 concerning the Ease, Protection, and Empowerment of Cooperatives and Micro, Small, and Medium Enterprises.
- Government Regulation Number 8 of 2021 concerning the Company's Authorized Capital and Registration of The Establishment, Amendment, and Dissolution of the Company that Meets the Criteria for Micro and Small Enterprises.
- Regulation of the Minister of Law and Human Rights Number 21 of 2021 concerning Terms and Procedures for Registration of the Establishment, Amendment, and Dissolution of a Limited Liability Company Legal Entity.
- Eazybiz, "Requirements for the Establishment of PT After the Job Creation Law," Hukumonline.com, https://www.hukumonline.com/klinik/a/syarat-pendirian-pt-pasca-uu-cipta-kerja-lt614883c49b5bb#_ftn11, accessed on August 27, 2022.