DECREE
MINISTER OF INDUSTRY AND TRADE THE REPUBLIC OF INDONESIA
NUMBER: 596/MPP/Kep/9/2004 REGARDING
STANDARD IMPLEMENTATION OF COMPANY REGISTRATION REQUIREMENT
MINISTER OF INDUSTRY AND TRADE THE REPUBLIC OF INDONESIA
Considering:
a. that company registration requirement is intended to record any information accurately and correctly made by a company and functions as official information source to whom it may concern regarding company’s data listed in Company Register to secure business certainty;
b. that integrated company data at national scale is considerably needed by Government as a base to direct, supervise and create more conducive business climate for the development of the business sector;
c. that upon the enforcement of regional autonomy and implementation of company registration provision as mandated in Article 18 of Law No.3 Year 1982, it is deemed necessary to stipulate standard procedure for company registration requirement to develop accurate and up to date information system;
d. that & therefore, it is necessary to issue Decree of Minister Industry and Trade;
In View of:
1. Law Number 3 Year 1982 regarding Standard Implementation of Company Registration Requirement (State Gazette of ROI year 1982 Number 7, Additional to State Gazette of ROI Number 3214);
2. Law Number 1 Year 1995 regarding Limited Liability CompanyState Gazette of ROI Year 1995 Number 13, Additional to State Gazette of ROI Number 3587);
3. Law Number 22 Year 1999 regarding Regional Government (State Gazette of ROI Year 1999 Number 60, Additional to State Gazette of ROI Number 3839);
4. Law Number 25 Year 1999 regarding Monetary Balance Between Central Government and Regional Government (State Gazette of ROI Year 1.999 Number 72, Additional to State Gazette of ROI Number 3848);
5. Law Number 34 Year 1999 regarding Provincial Government of the Special Capital City of The Republic of Indonesia, Jakarta (State Gazette of ROI Year 1999 Number 146, Additional to State Gazette of ROI Number 3878);
6. Government Regulation Number 24 Year 1998 regarding Company’s Annual Financial Statement (State Gazette of ROI Year 1998 Number 36, Additional to State Gazette of ROI Number 3738) as amended with Government Regulation Number 64 Year 1999 (State Gazette of ROI Year 1999 Number 123, Additional to State Gazette of ROI Number 3862);
7. Government Regulation Number 25 Year 2000 regarding Government Authority and Provincial Government Authority as Autonomous Region (State Gazette of ROI Year 2000 Number 54, Additional to State Gazette of ROI Number 3952);
8. Government Regulation Number 56 Year 2001 regarding Standard Report of Regional Government Activity (State Gazette of ROI Year 2001 Number 100, Additional to State Gazette of ROI Number 4124); 9. Government Regulation Number 39 Year 2003 regarding Tariff on Non-tax State Revenue (PNBP) applied
at Ministry of Industry and Trade (State Gazette of ROI Year 2003 Number 80, Additional to State Gazette of ROI Number 4303);
11. Presidential Decree of ROI Number 228/M Year 2001 regarding Formation of The Gotong Royong Cabinet;
12. Presidential Decree of ROI Number 102 Year 2001 regarding, Title, Task, Function, Authority, Structure of Organization and Working Procedure of Ministry;
13. Presidential Decree of ROI Number 109 Year 2001 regarding Organization Unit and Task of Echelon I Ministry;
14. Decree of Minister of Industry and Trade Number 101/KPNI/95regarding Proposition, Designation, Dismissal and Mutation of Inspector at Ministry of Industry and Trade;
15. Decree of Minister of Industry and Trade Number 86/MPP/Kep/3/2001 regarding Organization and Working Procedure of Ministry of Industry and Trade;
16. Decree of Minister of Industry and Trade Number 121/MPP/Kep/2/2002 regarding Presentation of Company’s Annual Financial Statement.
D E C I D E:
Revoke:
1. Decree of Minister of Industry and Trade of the Republic of Indonesia Number 12/MPP/Kep/1/1998 regarding Company Registration Requirement;
2. Decree of Minister of Industry and Trade of the Republic of Indonesia Number 327/MPP/Kep/7/1999 regarding Amendment of Decree of Minister Industry and Trade of the Republic of Indonesia Number 12/MPP/Kep/1/1998 regarding Company Registration Requirement;
Stipulate:
DECREE OF MINISTER OF INDUSTRY AND TRADE REGARDING STANDARD IMPLEMENTATION OF COMPANY REGISTRATION REQUIREMENT
CHAPTER I
GENERAL PROVISION
Article 1 In this Decree the followings shall mean:
1. Law Number 3 year 1982 regarding Company Registration Requirement, hereinafter referred to as UU-WDP is law and regulation regulating company registration throughout the territory of the Republic of Indonesia.
2. Law Number 1 Year 1995 regarding Limited Liability Company, hereinafter referred to as UU-PT is law and regulation regulating Limited Liability Company.
3. Company Register is a list of official record constituting by or based on the provision of UU-WDP and or its operational regulation containing matters required to register by every company and ratified by appropriate authority of Company Registry Office.
4. Company Register Identity, hereinafter referred to as TDP is ratification letter issued by Company Registry Office to registered company.
5. Company Registration Form is a form containing company data, completed and signed by owner or responsible person of the company to obtain TDP.
6. Business is any activity, deed or activity in economic field performed by every business person to earn profit or income.
8. Company is any form of business dealing with permanent or sustainable business activity and duly established, operate and domiciled in the territory of the Republic of Indonesia for earning profit and or income.
9. Affiliate is a company entirely owned or partly controlled by other company, which in general hold entirely or most part of the paid up share/capital of the company.
10. Branch Office is a company constituting a unit of the parent company that may domicile at other place and be independent or function to carry out part of task of the parent company.
11. Agent is a company authorized to perform part or all activities of other company to, which it is mediated under an agreement.
12. Representative is a company acting to represent head office of the company to deal with an activity and or the management is in line with specified authority.
13. Helper Office is a company dealing with part of its head office or branch office.
14. Individual company is a company owned by an individual personally acting as the management to manage and supervise directly the company and not a legal entity or a firm.
15. Permit is business permit or information letter equalized thereto issued by authorized agency and for company to run its business activity.
16. Company Registration Office, hereinafter referred to as KPP is an organization unit functions as administrator of company registration.
17. Civil Servant Inspector to Company Registration Requirement, hereinafter referred to as PPNS-WDP is a civil servant working in technical unit and function and be responsible for administering Company Registration Requirement at KPP, designated and vested in authority to supervise and investigate any criminal act in WDP area based on Decree of Minister of Justice and Human Rights.
18. WDP Supervisor is a Supervisor in KPP working at technical unit and function and be responsible for administering WDP and designated by appropriate authorities to perform supervision to every company pursuant to the provision of UU-WDP and its implementing regulation.
19. Company Annual Financial Statement, hereinafter referred to as LKTP, is company’s financial statement audited by Public Accountant or Government Agency or State Agency having authority to issue accountant report pursuant to the prevailing law and regulation.
20. Acknowledgement Letter of Company Annual Financial Statement, hereinafter referred to as STP-LKTP, is an evidence document that the relevant company has submitted LKTP completely and correctly.
21. Minister is Minister who is responsible for trade affairs .
CHAPTER II
OBLIGATION, TIME, EXCEPTION AND PLACE OF REGISTRATION
Part One
Registration Requirement
Article 2
(1) Every company including foreign company domiciled and operating in the territory of the Republic of Indonesia is obliged to be registered in Company Register.
a. Limited Liability Company (PT), Cooperative, CV, Firm (Fa), Individual; and b. Other company beyond the company referred to in letter a.
(3) Company referred to in paragraph (2) has status as: a. Head Office/Parent;
b. Sole Office;
c. Branch Office or Helper Office; d. Affiliate;
e. Agent Office; or
f. Representative Office.
Article 3
(1) Data required to be registered by any type of company referred to in Article 2 paragraph (2) is as mentioned in Appendix IA to IF of this Decree.
(2) If a company (PT) is liquidated, the relevant liquidator is obliged to register the liquidation of the said company.
(3) Liquidation of company other than PT. (Limited Liability Company), shall be reported in writing by the owner/management or the relevant responsible person for the company.
Article 4
(1) A Company (PT) which sells its shares to the public through capital market, other than performing its obligation referred to in Article 3 paragraph (1), is also obliged to register the following data:
a. Date of registration statement in capital market;
b. Date and number of permit of the Head of Capital Market Supervisory Agency; c. Nominal Value;
d. Date of Listing; e. Date of De-listing.
(2) Company referred to in paragraph (1) if de-listed shall mention the reason of the de-listing to obtain new TDP as substitute of TDP PT Tbk.
(3) Data required to be registered referred to in paragraph (1) is set forth in Appendix II of this Decree.
Article 5
(1) Besides the obligation stated in Article 2 paragraph (1), every company having status as head office shall also submit LKTP.
(2) Company’s obligation referred to in paragraph (1) shall be applied to the following company: a. Any company fulfilling one of the following criteria:
1) is publicly listed company (PT. Tbk);
2) having business activity dealing with mobilization of public fund; 3) issue promissory note;
4) possess total assets or equity at minimum Rp. 25.000.000.000,- (twenty billion rupiah); or 5) is a debtor whose annual financial statement is required by bank to be audited.
b. Foreign company operating in the territory of The Republic of Indonesia pursuant to the prevailing law and regulation, and authorized to enter into agreement; or
c. PERSERO, PERUM and Regional Government-Owned Company.
(3) Provision referred to in letter a figure 2) excludes company dealing with business activity as Bank Perkreditan Rakyat (BPR), whose LTKP is not required to be audited by Public Accountant pursuant to the prevailing law and regulation.
Registration Time
Article 6
(1) Company referred to in Article 2, except PT is obliged to register within 3 (three) months since the relevant company commences operation.
(2) Company is deemed operational since it obtains permit to operate from appropriate agency. (3) Company (PT) Registration shall be done at the latest 30 (thirty) days upon:
a. Ratification and approval of changes of the articles of association is executed by Minister of Justice and Human Rights;
b. The receipt of report on amendment of the articles of association by Minister of Justice and Human Rights; or
c. The receipt of notification on change of the Board of Directors/the Commissioner by Minister of Justice and Human Rights.
(4) Registration of liquidation of publicly listed company shall be done at the latest 30 (thirty) days after the company is liquidated.
Part Three Registration Exception
Article 7
Company or business activity to be exceptional from obligation referred to in Article 2 paragraph (1) consists of:
a. State Enterprise in form of PERJAN; b. Individual small-scale Company; or
c. Business or activity dealing with beyond economic field whose nature and objective is not merely for profit and/or income.
Article 8
(1) Individual small-scale company referred to in Article 7 letter b, consists of:
a. Company managed, operated by its owner, or employ its family members only;
b. Company that is not required to have business permit or information letter equalized thereto issued by appropriate agency;
c. Company that really used to meet daily need of the owner; or d. Company of not in the form of a legal entity.
(2) Company referred to in paragraph (1) can be registered in Company Register and has the right to obtain TDP if required by the relevant company for certain purposes.
Article 9
(1) Business or activity dealing with beyond economic field referred to in Article 7 letter c of:
a. Formal education of all kinds and lines held by any one and not managed by a legal entity and or not in the form of legal entity consisting of:
1. Pre-school Education Service;
2. Elementary School Education Service; 3. Secondary School Education Service; 4. High School Service;
b. Non-formal education built by Government and administered by any body and not under legal entity and or in the form of a legal entity consisting of:
1. household course; 2. Service course; . 3. health course ; 4. language course; 5. art course; 6. Craft course; 7. Special course; 8. Sport course;
9. Agricultural course; 10. Technical course; or 11. Other courses. c. Notary Service.
d. Advocate and Legal Consultant Service.
e. Doctor Individual Practice and Doctor Group Practice, not managed by a legal entity and or in the form of legal entity consisting of:
1. Human Health Service; 2. Nursery/Midwife; 3. Paramedic Service; or 4. Animal Health Service.
f. Hospital, not managed by a legal entity and or in the form of legal entity consisting of: 1. Hospital Service (Public, Special); or
2. Hospital Service for Animal.
g. Medical Clinic, not managed by a legal entity and or in the form of legal entity consisting of: 1. Pathology Service and Medical Laboratory Diagnose; or
2. Pathology Clinical Service and Animal Laboratory Diagnose.
(2) Stipulation of business or other activity not required to have obligation referred to in Article 2 paragraph (1), which is uncovered in paragraph (1), shall be done by Minister, after hearing consideration from Minister of the relevant business or activity.
Part Four Registration Place
Article 10
Company registration shall be done at KPP of Regency/Municipality where the relevant company is domiciled.
CHAPTER III
AUTHORITY, RESPONSIBILITY, TASK AND REPORTING Part One
Authority and Responsibility
Article 11
Minister shall be responsible for administering company registration and determining place and structure of KPP.
Article 12
Authority of Minister referred to in Article 11 shall be delegated to:
throughout Indonesia;
b. Director who is responsible for Company Registration, Directorate General of Domestic Trade as Head of Central KPP, to coordinate national-scale company registration.
c. Governor to appoint Provincial Office responsible for trade as head of Provincial KPP to coordinate and to perform company registration at Provincial Level;
d. Head of Regent/Mayor except DKI Jakarta to stipulate domicile and structure of KPP as coordinator for company registration at Regency/Municipality/City as per the working area; and
e. Governor of DKI Jakarta to stipulate place of registration and structure of KPP to perform company registration in DKI Jakarta region.
Article 13
Director at Directorate General of Domestic Trade who is responsible for Company Registration Trade shall issue complete and correct STP-LKTP for LKTP.
Article 14
(1) While waiting for the establishment of KPP I, Head of Regent/Mayor referred to in Article 12 letter d appoints Working Office/unit responsible for trade to act as Regent/City/Municipality KPP and perform company registration in the said Regency/City/Municipality.
(2) While waiting for formation of KPP, Governor of DKI Jakarta in coordinating and implementing company registration shall appoint:
a. Provincial working office/unit, which is responsible for trade to act as Provincial KPP to coordinate and implement company registration at Provincial level.
b. Working office/unit, which is responsible for trade to act as Municipality/Administrative Regency to coordinate and implement company registration at Municipality/Administrative Regency level. (3) If KPP referred to in paragraph (1) or paragraph (2) has been established, coordination and
implementation of company registration shall be handed over to KPP.
Part Two Task Article 15
(1) Central KPP referred to in Article 12 letter b shall have task to:
a. coordinate, direct and supervise company registration throughout Indonesia;
b. Prepare material for formulation of policy, plan and program for implementation of company registration at national level;
c. collect, process, present company information and analyze data obtained by Provincial KPP and or Regency/City KPP;
d. perform supervision and investigation in cooperation with relevant agency; e. perform socialization of company registration activity;
f. provide company information for public and business sector; and
g. report coordination of company registration to Minister through Director General of Domestic Trade.
(2) Provincial KPP referred to in Article 12 letter c has task to:
a. Coordinate and direct company registration conducted by KPP Regency/City/Municipality KPP in its working area;
b. implement company registration policy and program in its working area;
c. collect, process, present company information and analyze data obtained by Regency Regency/City/Municipality KPP;
e. perform socialization of company registration activity;
f. provide company information for public and the business sector; and
g. report company registration activity to Governor with the copy thereof is sent to Central KPP; (3) Regency/City/Municipality KPP referred to in Article 12 letter d has task to:
a. prepare company registration officials and PPNS-WOP;
b. record and receive company registration form in registration agenda book;
c. check the accuracy of company registration form and completeness of necessary document; d. reject and return ineligible company registration form;
e. Approve eligible company registration form and issue TDP;
f. Submit copies of legalized company registration form to central KPP and Provincial KPP; g. process, present information and analyze data of company registration;
h. Perform supervision and investigation in cooperation with relevant agency; i. perform socialization on company registration requirement;
j. provide company information for public and the business sector; and k. report company registration activity to head of Regency/Mayor.
Part Three Reporting
Article 16
(1) Central KPP shall be responsible for and obliged to report company registration activity referred to in Article 15 paragraph (1) letter g throughout Indonesia in writing every quarter to Director General of Domestic Trade.
(2) Provincial KPP shall be responsible for and obliged to report company registration activity in its working area in writing to Governor with copy thereof is sent to Central KPP referred to in Article 15 paragraph (2) figure 9 every month at the latest the 10th (tenth) day of the subsequent month.
(3) Regency/City/Municipality KPP shall be responsible for and obliged to report company registration activity in writing to head of regency/Mayor referred to in Article 15 paragraph (3) letter k on monthly basis.
(4) Regency/City/Municipality KPP shall be responsible for and obliged to perform company registration activity on monthly basis to Provincial KPP and Central KPP of:
a. Report on company registration activity;
b. Copy of the legalized company registration form referred to in Article 15 paragraph (3) letter f; and c. TDP referred to in Article 15 paragraph (3) letter e;
Article 17
(1) Reporting referred to in Article 16 paragraph (2), (3) and (4) letter a shall be in the form of electronic mail.
(2) Reporting referred to in paragraph (1) shall use WDP application program.
(3) Especially for Regency/City/Municipality KPP that does not have WDP application program referred to in paragraph (2) the reporting shall be done manually or using a hard copy.
CHAPTER IV
COMPANY REGISTRATION PROCEDURE Part One
Company Registration
Article 18
of the Company at Regency/City/Municipality KPP where the company is domiciled. (2) Proxy referred to in paragraph (1) shall exclude proxy to sign company registration form.
Article 19
(1) Company registration shall be done by completing company registration form referred to in Appendix III of this Decree, and directly submitted to the Head of Regency/City/Municipality KPP by attaching the following documents:
a. For Limited Liability Company:
1. Copy of Deed of Establishment of Company;
2. Copy of Amendment of Deed of Establishment Company (if any);
3. Original and copy of approval as a Legal Entity and approval of change for a Company having legal entity prior to the enforcement of UU-PT;
4. Copy of Identity Card or Passport of President Director or Responsible Person; and
5. Copy of Business Permit or Reference Letter equalized as Business Permit issued by appropriate agency.
b. For Cooperative:
1. Copy of Deed of Establishment of Cooperative; 2. Copy of Identity Card of the Management;
3. Copy of ratification as a legal entity from appropriate authority; and
4. Copy of business permit or reference letter equalized as business permit issued by appropriate agency.
c. For CV :
1. Copy of Deed of Establishment of Company;
2. Copy of Identity Card of the Management/responsible person; and
3. Copy of business permit or reference letter equalized thereto issued by appropriate agency. d. For Firm (Fa):
1. Copy of Deed of Establishment of Company (if any);
2. Copy of Identity Card of the Management/responsible person; and
3. Copy of business permit or reference letter equalized thereto issued by appropriate agency. e. For Individual Company:
1. Copy of Deed of Establishment of Company (if any);.
2. Copy of Identity Card of the Management/responsible person; and
3. Copy of business permit or reference letter equalized thereto issued by appropriate agency. f. Others:
1. Copy of Deed of Establishment of Company (if any); and 2. Copy of Identity Card of the responsible person; and
3. Copy of business permit or reference letter equalized thereto issued by appropriate agency. g. Branch Office, Helper Office and Representative Office:
1. Copy of Deed of Establishment of Company (if any) or Appointment Letter or reference Letter equalized thereto, as Branch Office, Unit of Branch Office and Representative;
2. Copy of Identity Card of the responsible person; and
3. Copy of business permit or reference letter equalized thereto issued by appropriate agency or by the relevant head office of the Company.
(2) Provision referred to in paragraph (1) shall apply to company registration for Agent or Affiliate in accordance with the company’s legal status.
(3) Registration Form of PT referred to in paragraph (1) letter a shall be signed by the Responsible Person/President Director;
Article 20
(1) At the latest 10 (ten) working days after the receipt of completed registration form and complete and correct requirements referred to in Article 19 paragraph (1), Head of Regency/City/Municipality KPP shall approve the registration form and issue TDP.
(2) TDP is issued based on the company’s legal entity in a form set forth in Appendix IVA to Appendix IVF of this Decree in accordance with nomenclature of respective region, on the following conditions:
a. Limited Liability Company; pink b. Cooperative; black;
c. CV; light blue;
d. Firm (Fa); light green; e. Individual white; and f. Others; light violate.
Article 21
The Company having obtained TDP shall put the TDP at the space easily readable and visible by the public and TDP Number must be included in the company’s signboard and documents used in its business activity.
Article 22
TDP shall be valid for 5 (five) years since the issuance date as of the date it is issued and be extendable at the latest 3 (three) months prior to the term of validity is expired.
Article 23
(1) Company registration shall be rejected if the registration form is incorrect and or the document is incomplete.
(2) Rejection referred to in paragraph (1) shall be done in writing by the head of Regency/City/Municipality KPP at the latest 5 (five) working days since the receipt of company registration form and the reasons therewith by referring to the sample contemplated in Appendix V of this Decree.
(3) At least 12 (twelve) working days since Rejection Letter is received, the relevant company is obliged to correct and or complete the registration form.
(4) If within period referred to in paragraph (3) the relevant company fails to correct and or complete the registration form, it is obliged to re-register pursuant to the provision in Article 19 of this Decree.
Part Two
Modification, Renewal, Cancellation and Exclusion Article 24
(1) Every company that makes changes on registration form referred to in article 3 and 4, shall be obliged to report to the head of local Regency/City/Municipality KPP.
(2) Changes referred to in paragraph (1) shall be done by completing Changes Form as contemplated in Appendix VI of this Decree, by enclosing the following documents:
a. Limited Liability Company (PT):
1. Amendment to the Articles of Association of the Company that shall be approved by Minister of Justice and Human Rights:
a). Copy of Amendment of Articles of Association;
b). Original and copy of Approval to the Amendment Deed of Articles of Association; and c). Original of TDP.
Human Rights:
a) Copy of Amendment Deed of Articles of Association;
b) Original and copy of Report to Amendment Deed of Articles of Association of the Company acknowledged and accepted by Ministry of Justice and Human Rights; and c) Original of TDP.
3. Changes of the Company’s Management Structure that shall be noticed to Ministry of Justice and Human Rights:
a) Original and copy of Minutes of General Meeting of Shareholders regarding the management changes or Amendment to the Deed, duly stamped Minutes of General Meeting of Shareholders made by Notary;
b) Original and copy of Notification Acknowledgement on Amendment from Ministry of Justice and Human Rights or copy/receipt of Postal mail; and
c) Original of TDP.
b. Cooperative, CV, Firm (Fa), Individual and Other Company:
1. Original and copy of Minutes of the same kind regarding changes to registration form in Company Register; and
2. Original of TDP.
(3) Changes referred to in paragraph (1) by company as contemplated in Article 5 shall affix copy of STP-LKTP of the latest accounting year.
(4) Obligation to repot the changes as referred to in paragraph (1) shall be done by:
a. PT, at the latest 30 (thirty) days after the date of ratification or approval of changes by or upon the receipt of amendment report of articles of association or notification of the modification to the Board of Directors/Commissioners by Ministry of Justice and Human Rights.
b. Cooperative, CV, Firm (Fa), PO and Others, at the latest 3 (three) months as of the date of modification.
Article 25
(1) Changes may lead to change of TDP as follows:
a. Assignment to ownership or management of the company; b. Change of name of company;
c. Change of pro format or company’s status; d. Change of company’s address;
e. Change of Company’s Principle Activity; or
f. Especially for PT including the amendment of Articles of Association.
(2) Term of TDP validity issued as a substitute is until the expiry term of the changed TDP validity.
(3) At the latest 5 (five) working days as of the application for changes referred to in Article 24 paragraph (2) is completely and rightly received, head of local Regency/City/Municipality KPP shall issue substitute TDP.
(4) Changes other than those referred to in paragraph (1) shall be be reported to the head of local Regency/City/Municipality KPP and no TDP substitute is required.
(5) Head of local Regency/City/Municipality KPP shall ratify and record changes referred to in paragraph (4) in the Company’s Main Book.
(6) Company not reporting the changes referred to in paragraph (1), its Company Register is omitted, its TDP is invalid, and liable to sanction in accordance with UU-WDP.
Article 26
(1) TDP whose term of validity will be expired, shall be extended at the latest 3 (three) months before the validity is expired.
Article 27
(1) Extension of TDP referred to in Article 26 paragraph (1) shall be done in accordance with provision of Article 18 and Article 19, without affixing the requisite document required at the time of previous registration.
(2) Extension of TDP referred to in paragraph (1) shall be submitted by affixing the original TDP and complete Company Registration Form referred to in Appendix III of this Decree.
(3) Company which is required to attach LKTP referred to in Article 5, which requests TDP extension referred to in paragraph (2) shall affix the copy of STP-LKTP of the last accounting year.
(4) At the latest 5 (five) working days since the receipt of complete and correct extension application, head of local Regency/City/Municipality KPP shall issue TDP.
Article 28
(1) Company whose TDP is lost referred to in Article 26 paragraph (2) at the latest within 3 (three) months as of the loss, shall apply in writing for the substitute to the head of local Regency/City/Municipality KPP by affixing a Confirmation Letter from Police department.
(2) Company whose original TDP is damaged referred to in Article 26 paragraph (2), shall apply in writing for the substitute to the head of local Regency/City/Municipality KPP by affixing the damage of original TDP.
(3) The term of validity of substitute TDP shall be the same as the term of validity of the lost or damaged TDP
(4) Head of local Regency/City/Municipality KPP shall issue substitute or duplicate TDP at the latest 5 (five) working days as of the application of the loss or damage TDP is received completely and rightly.
Article 29
Company Register and TDP shall be cancelled if the relevant company registers company data which are not suited with the data in the business permit or the information letter equalized thereto. The cancellation is done by the issuance of Cancellation Decision as mentioned in Appendix VII of this Decree.
Article 30
(1) Company referred to in Article 29 shall comply with the provision of Article 18 and 19 by affixing the original cancelled TDP.
(2) Company referred to in Article 29 may apply for objection and the reasons therewith to the head of Provincial KPP at the latest 12 (twelve) working days after Cancellation Decision is received with the copy thereof is sent to the Head of Central KPP and head of local Regency/City/Municipality KPP.
(3) To the objection referred to in paragraph (2), the head of Provincial KPP at the latest 5 (five) working days shall issue Rejection or Acceptance Decision upon the rejection by referring to each sample as contemplated in Appendix VIII and IX of this Decree.
(4) If the objection to the cancellation of Company Register is rejected, the relevant company shall re-register pursuant to the provision as contemplated in paragraph (1).
(5) If the objection to the cancellation of Company Register is accepted, the Head of local Regency/City/Municipality KPP at the latest 5 (lima) working days shall ratify the Company Register and issue the stated-correct TDP.
(6) If the company can not accept the Decision of the head of Provincial KPP as referred to in paragraph (4), the relevant company may appeal its objection to local court body.
(1). A company is excluded from the Company Register in case of the following events: a. Change of the Company’s form;
b. Company’s liquidation;
c. Company stop all its business activities;
d. Company is closed because its Deed of Establishment is expired; or
e. Company stops its business activity or is liquidated pursuant to the decision of District Court having permanent legal power.
(2). For company excluded from Company Register, its TDP is declared invalid and the relevant company shall return the original TDP to the issuing KPP.
(3). Especially for Limited Liability Company, if the events referred to in paragraph (1) letter b to e occur, the relevant Liquidator within at least 30 (thirty) days as of the date of liquidation shall register its liquidation to the head of local Regency/City/Municipality KPP by affixing the following documents:
a. Liquidation is based on General Meeting of Shareholders’ Resolution privately made:
1. Original and copy of Minutes of General Meeting of Shareholders regarding Company’s Liquidation;
2. Original and copy of Minutes Meeting Resolution, duly stamped by Notary in Indonesian Language regarding Company’s Liquidation ; and
3. Original TDP.
b. Liquidation shall be based on the General Meeting of Shareholders’ Resolution before Notary : 1. Original and copy of Minutes Meeting Resolution, duly stamped by Notary in Indonesian
Language regarding Company’s Liquidation ; and 2. Original of TDP.
c. Liquidation shall be based on the Decision of District Court:
1. Original and copy of Company’s Liquidation Decision having permanent legal power by District Court;
2. Original and copy of Company’s Liquidation, duly stamped by Notary in Indonesian Language; and
3. Original TDP.
(4). For company of Cooperative, CV, (Firm) Fa, Individual Company and Others, in case of the events referred to in paragraph (1), Owner, Management or Responsible Person of the relevant company, shall report in writing to the head of KPP local Regency/City/Municipality KPP within at the latest 3 (three) months since the occurrence of events by affixing the copy of Minutes of Liquidation or the original TDP. (5). To the company not reporting or registering the events referred to in paragraph (1), the local
Regency/City/Municipality KPP shall give warning at most 3 (three) times consecutively, each in interval of 1 (one) month.
(6). At the latest 5 (five) working days since the last warning, head of local Regency/City/Municipality KPP shall exclude the company from Company Register by recording it in the Company Parent Book and stating it in Exclusion Decision by referring to the sample as contemplated in Appendix X and Appendix XI (Exclusion Decision of Limited Liability Company from Company Register) of this Decree.
(7). To the head of local Regency/City/Municipality KPP is obliged to announce the Exclusion Decision referred to in paragraph (6) on the local KPP notice board or mass media or visual media.
Article 32
The original document used in company registration or amendment of Company Register or company liquidation, shall be returned to the relevant company if the document’s copy has been approved to be the same as the original.
CHAPTER V
Part One
Company Information Service Article 33
(1). KPP shall present Company Register as official information source to whom it may concern.
(2). Information referred to in paragraph (1) is open in nature and to any party is given opportunity to see and ask for information in official copy form.
(3). Every information request of official copy referred to in paragraph (2) shall be imposed on administration fee.
Part Two
Objection to Information Article 34
(1) Any third party concerned may file a written objection to any data registered in Company Register by mentioning the reasons.
(2) Objection referred to in paragraph (1) may be submitted to the head of Regency/City/Municipality KPP with copy thereof is sent to the head of Provincial KPP and Central KPP.
(3) Based on the objection submitted by third party referred to in paragraph (2) the head of Regency/City/Municipality shall summon the relevant third party and company at the most 3 (three) times for questioning and such summons refers to the sample contemplated in Appendix XII of this Decree. (4) The head of Regency/City/Municipality may appoint authority who is responsible for the company
registration for questioning as contemplated in paragraph (3).
(5) Information from each party referred to in paragraph (three) shall be drawn up in Minutes of Investigation by referring to the sample contemplated in Appendix XIII of this Decree.
(6) Based on the Minutes referred to in paragraph (5), head pf Regency/City/Municipality shall issue Decision to reject or accept submitted objection by referring to each sample contemplated in Appendix XIV and XV of this Decree.
(7) Minutes of Decision referred to in paragraph (5) and (6) shall be served to the relevant party.
Article 35
(1) If the Decision referred to in Article 34 paragraph (6) contains rejection to the objection submitted by third party, the relevant Company Register shall remain valid.
(2) If the Decision referred to in Article 34 paragraph (6) contains acceptance to the objection submitted by third party, TDP in the name of the relevant company is declared invalid and the management of company shall remedy by reregistering within 12 (twelve) working days since the Decision is accepted.
Article 36
If the relevant party objects the decision referred to in Article 35, it may file an objection to local Court Body at the latest 10 (ten) working days as of the date of decision is accepted.
Article 37
(1) If the Court Body accepts or rejects objection submitted by party referred to in Article 36, head of local Regency/City/Municipality KPP shall execute the Court Body Decision having permanent legal power. (2) Based on Court Decision referred to in paragraph (1), head of local Regency/City/Municipality KPP shall
exclude the company data from Company Register or require the relevant company to revise the Company Register data or confirm the registration done by the relevant company.
on the local KPP notice board or mass media or visual media.
CHAPTER VI
SUPERVISION AND INVESTIGATION Article 38
(1) Supervision to company in the implementation of UU-WDP shall be done by PPNS-WDP and or officials assigned thereto.
(2) Investigation to violation against UU-WDP shall be done by PPNS-WDP.
(3) Minister suggests appointment and dismissal of PPNS WDP to Minister of Justice and Human Rights. (4) Governor and or Regency/Mayor shall station the appointed PPNS-WDP by Minister of Justice and
Human Rights in office unit handling company registration for his task and function.
Article 39
Investigation on violation of UU-WDP shall be done by PPNS-WDP and shall be based on operational guidelines established by Minister of Trade of ROI and National Police Chief of ROI Number:
32/INS/M/VIII/90 INS/O4/VIII/90
Regarding Joint Investigation on Company Registration Criminal Actions.
CHAPTER VII
MISCELLANEOUS PROVISION Article 40
(1) In the case of the creation of Provincial area and or Regency/City/Municipality, the Provincial and or Regency/City/Municipality that has established trade office shall immediately inform Central KPP regarding the establishment of the trade office to obtain code number for the issuance of TDP.
(2) For company having had TDP before the creation of Regency/City/Municipality, the change will be done at Regency/City/Municipality KPP as per the domicile of company.
(3) To secure the availability of integrated company information at national scale, every computer network system shall be adjusted with the WDP application program applied by Central KPP.
Article 41
(1) Every company registration referred to in Article 2 shall be liable to administrative fee.
(2) Every issuance of official copy of company register or Processing Company Information Book shall be liable to administrative fee.
(3) The amount of fee referred to in paragraph (1) and paragraph (2) shall be specified by Regional Regulation of local Regency/City/Municipality by referring to the guidance set separately in Ministerial Decree.
(4) Imposition to company information fee referred to in paragraph (2) at Central KPP is based on the prevailing Government Regulation.
Article 42
Technical Instruction to the Enforcement of this Decree shall be set with Decision of Director General of Domestic Trade.
Article 43
(1) Any company that violates the provision referred to in Article 2, Article 3, Article 6, Article 24 paragraph (1) and paragraph (4), Article 26, Article 30 paragraph (1) or paragraph (4) and or Article 31 paragraph (3) shall be liable jail sentence at maximum 3 (three) months or penalty at maximum Rp3,000,000,- (three million rupiah) pursuant to the provision as contemplated in Article 32 of Company Register Obligation Code.
(2) Company that evidently violates the provision of article 29 shall be liable to criminal sanction in jail at maximum 3 (three) months or penalty at maximum Rp1,500,000,(one million five hundred thousand rupiah) pursuant to the provision contemplated in Article 33 of Company Register Obligation Code.
(3) Company rejecting to fulfill the provision and or requirements as contemplated in Article 18, Article 23 paragraph (3) and paragraph (4), Article 24 paragraph (3), Article 27, Article 28 paragraph (1) and paragraph (2), Article 30 paragraph (1) and paragraph (4), Article 31 paragraph (2), paragraph (3) and paragraph (4), or Article 35 paragraph (2) shall be liable to criminal sanction in jail at maximum 2 (two) months or penalty at maximum Rp. 1.000.000,- (one million rupiah) pursuant to the provision referred to in Article 34 of Company Register Obligation Code
Article 44
(1) If criminal act referred to in Article 43 is committed by a legal entity, criminal charge shall be liable and imposed on the management or authority holder of the relevant company.
(2) Provision as contemplated in paragraph (1) shall be equally treated to legal entity acting as or holder of authority of other legal entity.
CHAPTER IX
ASSIGNMENT PROVISION Article 45
(1) company that has obtained TDP prior to the enforcement of this Decree, its TDP is stated to remain valid until the term of its validity.
(2) Extension or renewal of TDP prior to the enforcement of this Decree shall be done based on Decree of Minister of Industry and Trade Number 12/MPP/Kep/1/1998 regarding Company Register Requirement as amended with Decree of Minister of Industry and Trade Number 327/MPP/Kep/7/1999 to the extent of not contradicting with this Decree.
CHAPTER X CLOSING PROVISION
Article 46
This decree shall be effective 3 (three) months as of the date it is stipulated.
In order to make any one be aware of, this decree shall be put the on State Gazette of the Republic of Indonesia.
Stipulated in Jakarta On September 23, 2004
