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LAW OF THE REPUBLIC OF INDONESIA
No. 3/1982

CONCERNING
COMPANY COMPULSORY REGISTRATION

BY THE GRACE OF GOD ALMIGHTY
PRESIDENT OF THE REPUBLIC OF INDONESIA,

Considering:

• a. that the advancement and improvement of national development in general and development of economic activities in particular that entails also the development of business and corporation, need the availability of a Company Register that is a formal information source for all interested parties concerning identity and matters related to business and corporation that is established, working and domiciling within the territory of the Republic of Indonesia,
• b. that the availability of the Company Register is important for the Government in order to conduct promotion, directing, supervision and to a healthy create corporate climate because the Company Register records informative materials that are made correctly of every business activity so that able to give higher security on the development and certainty of doing business for the business sector;
• c. that in relation to the aforesaid matters, in is necessary to issue Law on Company Compulsory Registration;

In view of:

• 1. Article 5 paragraph (1), Article 20 paragraph (1), and Article 33 of the 1945 Constitution;
• 2. Stipulation of the People's Consultative Assembly of the Republic of Indonesia Number IV/MPR/1978 on The State Policy Guidelines;
• 3. Indonesian Commercial Code (Staatsblad of 1847 Number 23) as has several times been amended and added, lastly by Law Number 4 of 1971 (Statute Book of 1971 Number 20, Supplement to Statute Book Number 2959);
• 4. Hinder Ordonnantie (Staatsblad of 1926 Number 226) as has several times been amended and added, lastly by Staatsblad of 1940 Number 450;
• 5. Indische Bedrijvenwet (Staatsblad of 1927 Number 419) as has been amended and added lastly by Law Number 12 of 1955 (Statute Book of 1955 Number 49);
• 6. Bedrijfsreglementerings Ordonnantie 1934 (Staatsblad of 1938 Number 86);
• 7. Law Number 7 of 1955 on Investigation, Action Taking and Litigation against Economic Offences (Statute Book of 1955 Number 27, Supplement to Statute Book Number 801) as has several times been amended lastly by Law Number 17 of 1964 (Statute Book of 1964 Number 101, Supplement to Statute Book Number 2692);
• 8. Law Number 19 Prp. of 1960 on State Owned Companies Statute Book of 1960 Number 59, Supplement to Statute Book Number 1989);
• 9. Law Number 5 of 1962 on Local Government Owned Companies (Statute Book of 1962 Number 10, Supplement to Statute Book Number 2387); 170 3 1982, No. 7
• 10. Law Number 1 of 1967 on Foreign Investment (Statute Book of 1967 Number 1, Supplement to Statute Book Number 2818) as has been amended by Law Number 11 of 1970 (Statute Book of 1970 Number 46, Supplement to Statute Book Number 2943);
• 11. Law Number 12 of 1967 on Fundamentals of Cooperatives (Statute Book of 1967 Number 23, Supplement to Statute Book Number 2832);
• 12. Law Number 6 of 1969 on Domestic Investment (Statute Book of 1968 Number 33, Supplement to Statute Book Number 2853) as has been amended by Law Number 12 of 1970 (Statute Book of 1970 Number 47, Supplement to Statute Book Number 2944);
• 13. Law Number 9 of 1969 on Stipulation of Government Registration in Lieu of Law Number 1 of 1969 (Statute Book of 1969 Number 16, Supplement to Statute Book Number 2890) on Forms of State Owned Business Becoming Law (Statute Book of 1969 Number 40, Supplement to Statute Book Number 2904);
• 14. Law Number 5 of 1974 on Fundamentals of Local Administration (Statute Book of 1974 Number 38, Supplement to Statute Book Number 3037);

With the approval of
THE HOUSE OF PEOPLE'S REPRESENTATIVES

DECIDES:

To stipulate:

LAW ON COMPANY COMPULSORY REGISTRATION.

CHAPTER I
GENERAL

Article 1

Referred to in this Law as:

• a. Company Register is a formal registration list that is maintained according to and based on provisions of this Law and or its implementing regulations, and containing matters tat are required to be registered by every company and legalized by the competent authority of the office where the company is registered;
• b. Company is any form of business that operates any line of business that is permanent and continuous in nature and established, working and domiciling within the territory of the Republic of Indonesia, for purpose of gaining profits and or earnings;
• c. Entrepreneur is any individual or partnership or legal entity who runs a type of company;
• d. Business is any action, behaviour or activity in economic sector, that is conducted by any entrepreneur for purpose of gaining earnings and or profits;
• e. Minister shall be the Minister who is in charge of trade sector.

CHAPTER II
PURPOSES AND NATURE

Article 2

Company Register is purposed to register any informative materials that are made correctly of a company and constituting a formal information source for all interested parties concerning identity, data, and other information on the company that are contained in the Company Register in order to secure business certainty.

Article 3

The Company Register if open in nature for all parties.

Article 4

(1) Every interested party is, after fulfilling administrative costs as determined by the Minister, entitled to obtain necessary information by means of obtaining official copy or excerpt of the information contained in the Company Register that has been legalized by the competent official of the office where the company is registered.

(2) Every copy or excerpt given under provisions in paragraph (1) of this article shall constitute a perfect proofing tool.

CHAPTER III
OBLIGATION OF REGISTRATION

Article 5

(1) Every company is obliged to be registered into the Company Register.

(2) The registration shall be obligatorily conducted by owner or directors of the relevant company or can be delegated to another person by issuing a legal power of attorney.

(3) In the event the company is owned by several persons, the owners are obliged to conduct registration. If one of them has fulfilled his/her obligation, the others shall be released from the obligation.

Article 6

(1) The following are exempted from compulsory registration:

• a. Any State Owned Company that takes the form of Departmental Company (PERJAN) as provided for in Law Number 9 of 1969 (Statute Book of 1969 Number 40) jo. Indische Bedrijvenwet (Staatsblad of 1927 Number 419) as amended and added;
• b. Every Individual Small Enterprise that is operated personally by its entrepreneur or by employing only his/her own nearest relatives and not requiring business license and not forming a legal entity or a partnership.

(2) The Individual Small Enterprise meant in letter b paragraph (1) of this article shall be regulated further by the Minister with due observance to the prevailing statutory regulations.

Article 7

The The company is obliged to be registered into the Company Register is any company that is domiciling and conducting its business within the territory of the Republic of Indonesia under provisions of the prevailing statutory regulations, including branch offices, auxiliary offices, subsidiaries and agents and representatives of that company that has authority to enter into agreement.

Article 8

Company as meant in Article 7 of this Law shall take the form of:

• a. Legal Entity, including Cooperatives;
• b. Partnerships;
• c. Individuals;
• d. Other companies other than those that are referred to in letters a, b, and c of this article.

CHAPTER IV
METHOD AND PLACE AND TIME OF REGISTRATION

Article 9

(1) Registration shall be conducted by means of completing the registration form as determined by the Minister in the office where the company is registered.

(2) Submission of the registration form shall be conducted in the office where the company is registered, namely:

• a. In the company office domicile;
• b. In the place of domicile of any branch office, auxiliary office or subsidiary office of the company;
• c. In the place of domicile of any agent and representative office of the company who has authority to enter into agreement.

(3) In case of a company can not be registered as contemplated in paragraph (2) of this article, the registration shall be conducted in the office where the company is registered in the Provincial Capital City of its domicile.

Article 10

Registration is obliged to be conducted within 3 (three) months as from the company commences its business operation.

CHAPTER V
MATTERS THAT ARE OBLIGED TO BE REGISTERED

Article 11

(1) If the company takes the form of a Limited Liability Company, in addition to fulfilling statutory regulations on Limited Liability Company, matters that are obliged to be registered are:

• a. 1. company's name;
• 2. company's mark;
• b. 1. company establishment date,
• 2. company term;
• c. 1. main activities and other business activities of the company;
• 2 .Business permits possessed;
• d. 1. company's address when the company is established and any of amendment thereof;
• 2. address of every branch office, auxiliary office and agent andrepresentative of the company;
• e. relating with the directors and commissioners:
• 1. their full name and aliases;
• 2. their former names if different from letter e point 1;
• 3. number and date of personal identity;
• 4. permanent residential address;
• 5. permanent residential address and country if not residing permanently within the territory of the Republic of Indonesia;
• 6. place and date of birth;
• 7. country of birth if born outside the Republic of Indonesia;
• 8. nationality at the time of registration;
• 9. every former nationality in case of different from letter e point 8;
• 10.signature;
• 11. date of commencing to occupy the position;
• f. other business activities of every director and commissioner;
• g. 1. authorized capital;
• 2.number of shares and nominal value of each share;
• 3. the amount of subscribed capital;
• 4. the amount of paid-up capital;
• h. 1. business activity commencement date;
• 2. legal entity legalization date and number;
• 3. submission date of registration application.

(2)If registered shares have been issued that are paid in fully or not yet, in addition to matters as meant in paragraph (1) of this article, matters on each older of the shares are also obliged to be registered, namely :

• 1. their full name and aliases;
• 2. their former names if different from paragraph (2) point 1;
• 3. number and date of personal identity;
• 4. permanent residential address,
• 5. permanent residential address and country if not residing permanently within the territory of the Republic of Indonesia;
• 6. place and date of birth;
• 7. country of birth if born outside the Republic of Indonesia;
• 8. nationality;
• 9. every former nationality in case of different from paragraph (2) point 8;
• 10. number of shares held,
• 11. amount of money paid for each share.

(3) When registering, official copy of incorporation deed shall be submitted.

(4) Matters that are obliged to be registered, particularly for Limited Liability Companies which sell their shares to the community with mediation of capital market, shall be regulated further by the Minister.

Article 12

(1) If the company takes the form of Cooperative, matters that are obliged to be registered are:

• a. 1. name of cooperative,
• 2.company's name in case of different from letter a point 1;
• 3. company's mark.
• b. establishment date;
• c. main activity and other business activities;.
• d. company's address based on the incorporation deed;
• e. relating with each director and members of supervisory board;
• 1. their full name and aliases;
• 2. their former names if different from paragraph (2) point 1;
• 3. number and date of personal identity;
• 4. permanent residential address;
• 5. signature;
• 6. date of commencing to occupy the position;
• f. other business activities of every director and members of supervisory board;
• g. 1. business activity commencement date;
• 2. submission date of registration application.

(2) At the time of registration, certified official copy of cooperative establishment deed and copy legalization letter from the competent authority shall also be delivered.

Article 13

(1)If the company takes the form of Limited Partnership (Commanditaire), matters that are obliged to be registered are:

• a. establishment date and the partnership term;
• b. 1. partnership's name and or company's name;
• 2. company's mark;
• c. 1. main activity and other business activities partnership;
• 2. business permits possessed;
• d. 1. domicile address of the partnership and or company's address;
• 2. address of each branch office, auxiliary office, and agent and representative partnership;
• e.number of partners detailed into number of active partners and number of passive partners;
• f. relating to each active and passive partners;
• 1. their full name and aliases;
• 2. their former names if different from letter f point 1;
• 3. number and date of personal identity;
• 4. permanent residential address;
• 5. permanent address and country of domicile if not residing permanently within the territory of the Republic of Indonesia;
• 6. place and date of birth; 177 1982, No. 7
• 7. country of birth if born outside the Republic of Indonesia;
• 8. nationality at the time of registration;
• 9. every former nationality in case of different from letter f point 8;
• g. Other business activities of each active and passive partner;
• h. amount of capital and or value of goods paid up by each of the each active and passive partners;
• i. 1. commencement date of activity of partnership;
• 2. Entrance date of each of new active and passive partners if occurs after establishment of the partnership;
• 3. submission date of registration application;
• j. signature of each of the active partners who are authorized to sign for partnership purpose;

(2) If the company takes the form of Limited Partnership (Commanditaire) on shares, in addition to matters as meant in paragraph (1) of this article, matters regarding with capital shall also be registered, namely:

• a. amount of capital of the commanditair;
• b. number of shares and amount of each share;
• c. the amount of subscribed capital;
• d. the amount of paid-up capital.

(3)When registering official copy of establishment deed that is legalized by the competent authority shall be furnished.

Article 14

(1) If the company takes the form of Firm Partnership, matters that are obliged to be registered are :

• a. 1. establishment date of the partnership;
• 2. the partnership term, if any;
• b. 1. partnership's name or company's name;
• 2. company's mark, if any;
• c. 1. main activity and other business activities of the partnership;
• 2. business permits possessed;
• d. 1. domicile address of the partnership;
• 2. address of each branch office, auxiliary office and agent and representative of the partnership;
• e. relating to each partner:
• 1. their full name and aliases;
• 2. their former names if different from letter e point 1;
• 3. number and date of personal identity;
• 4. permanent residential address;
• 5. permanent address and country of domicile if not residing permanently within the territory of the Republic of Indonesia;
• 6. place and date of birth;
• 7. country of birth if born outside the Republic of Indonesia;
• 8. nationality at the time of registration;
• 9. every former nationality in case of different from letter e point 8;
• f. other business activities of each partner;
• g. amount of (permanent) capital of the partnership;
• h. 1. commencement date of activity of partnership;
• 2. entrance date of each new partner after the establishment the partnership;
• 3. submission date of registration application;
• i. signature of each partner (who is authorized to sign for partnership purpose).

(2) If the company taking the form of Firm Partnership has establishment (incorporation deed), when registering, the official copies of establishment deed that is legalized by the competent authority shall be furnished.

Article 15

(1) If the company takes the form of individuals, matters that are obliged to be registered are :

• a. 1. full name of the owner or entrepreneur and each of their aliases;
• 2. their former names if different from letter a point 1;
• 3. number and date of personal identity;
• b. 1. permanent residential address;
• 2. permanent address and country of domicile, if not residing permanently within the territory of the Republic of Indonesia;
• c. 1. place and date of birth of the owner or entrepreneur;
• 2. country of birth if born outside the Republic of Indonesia;
• d. 1. nationality of the owner or entrepreneur at the time of registration;
• 2. former nationality of each owner or entrepreneur in case of different from letter d point 1;
• e.company's name and company's mark, if any;
• f. 1. main activity and other business activities;
• 2. business permits possessed;
• g. 1. domicile address of the company;
• 2. address of each branch office, auxiliary office, and agent and representative company, if any;
• h. amount of permanent capital of the company, if any;
• i. 1. commencement date of the company activity;
• 2. submission date of registration application.

(2) If the company takes the form of individual business and has establishment deed, when registering, it is obliged to submit official copies of the establishment deed that is legalized by the competent authority.

Article 16

(1) If the company takes the form of other businesses other than those that are meant in Articles 11, 12, 13, 14 and 15 of this Law, matters that are obliged to be registered are:

• a. company's name and mark;
• b. establishment date company;
• c. 1. main activity and other business activities company;
• 2.business permits possessed;
• d. 1.company's address based on the incorporation deed;
• 2.address of each branch office, auxiliary office, and agent and representative company;
• e. relating to each director and commissioner or supervisor:
• 1. their full name and aliases;
• 2. their former names if different from letter e point 1;
• 3. number and date of personal identity;
• 4. permanent residential address;
• 5. permanent address and country of domicile, if not residing permanently within the territory of the Republic of Indonesia;
• 6. place and date of birth;
• 7. country of birth if born outside the Republic of Indonesia;
• 8. nationality at the time of registration;
• 9. every former nationality in case of different from letter e point 8;
• 10. signature;
• 11. date of commencing to occupy the position;
• f. other business activities of every director and commissioner or supervisor;
• g. 1. authorized capital;
• 2. the amount of subscribed capital;
• 3. the amount of paid-up capital;
• h. 1. commencement date of company activity;
• 2. submission date of registration application.

(2) When registering, official copy of establishment deed and other clearances and legalization from the official who has authority to do so shall be submitted.

Article 17

Other matters that are obliged to be registered to the extent not regulated in Articles 11, 12, 13, 14, 15, and 16 of this Law, shall be regulated further by the Minister.

CHAPTER VI
MAINTENANCE OF COMPANY REGISTER

Article 18

The Minister shall be responsible for maintenance of Company Register.

Article 19

The Minister shall determine the domicile and composition of the company registration offices and procedure of maintaining the Company Register.

Article 20

Within 3 (three) months as of the receipt of completed registration form, the competent authority of the office where the company is registered shall determine either to legalize or refuse.

Article 21

(1) In the event the competent authority of the office where the company is registered knows that a registration by relevant entrepreneur has been conducted illegally or incompletely or incorrectly or contradictorily to the public interest or to the morality, the relevant official may reject the registration by mentioning the reasons thereof and giving the related entrepreneur an opportunity to conduct remedy or re-registration.

(2)The party whose registration if refused may present his/her objection to the Minister.

Article 22

To the Company whose registration in the Company Register has been legalized, is given with Company Registration Evidence that is valid for 5 (five) years as from its issuance date and that is obliged to be renewed at least 3 (three) months before its expiry date.

Article 23

In the Company Registration Evidence is lost, the entrepreneur is obliged to submit written application to the office where the company is registered for its replacement within not later than 3 (three) months after such a lost.

Article 24

Father provisions regarding with matters as meant in Articles 20, 21, and 22 of this Law shall be stipulated by the Minister.

CHAPTER VII
AMENDMENT AND REVOCATION

Article 25

(1) Any changes to the matters that are registered as provided for in Chapter V of this Law, shall be reported to the office where the company is registered, by the relevant owner or director of the company by mentioning reasons of the change and the amendment date within 3 (three) months after such a change.

(2) In the event of transfer of ownership or management of the company or its branch offices, auxiliary offices, agents and representatives, the new owner or director and the old owner or director are obliged to report the same.

(3) In the event of dissolution of the company or any of its branch offices, auxiliary offices or representatives, the owner or director and the liquidator are obliged to report the same.

(4) In the event of revocation of authority to an agent, the owner or director of the company is obliged to report the same.

(5) When reporting, copy of amendment deed or statement letter that is legalized by the competent official shall be furnished.

Article 26

(1) The Company Register shall be void in the event of as follows:

• a.the relevant company ceases its business activities entirely;
• b. the relevant company ceases when its establishment deed expires;
• c. the relevant company has its all business activities are stopped by virtue of an award of District Court that has been final.

(2) Matters which cause the voidance of the Company Register shall be reported by the owner or director of the company with procedures as per provisions in Chapter IV of this Law and by furnishing copy of relevant documents that are legalized by the competent official.

(3) The office where the company is registered shall announce the voidance of Company Register.

(4) Methods of announcement shall be determined further by the Minister.

CHAPTER VIII
DISPUTES AND SETTLEMENT

Article 27

(1) Any interested third party may submit objection in writing to the Minister against matters that are registered into the Company Register by mentioning the reasons thereof.

(2) Submission of objection by any interested third party as contemplated in paragraph (1) of this article shall be informed to the relevant entrepreneur and the office where the company is registered.

Article 28

(1) If it comes out that the company that is registered conducts business activity that is not compliant to its business license, official of the office where the company is registered, after giving his warning to it may revoke its registration and oblige the relevant entrepreneur to conduct re-registration.

(2) Entrepreneur who is dissatisfied with the revocation as contemplated in paragraph (1) of this article may submit his/her objection to the Minister by mentioning the reasons thereof.

Article 29

(1) The Minister, in the matters as meant in Articles 21, 27 and 28 of this Law, shall give decision after assigning the competent authority to summon and hear the relevant parties.

(2) Decision of the Minister as contemplated in paragraph (1) of this article shall be informed by the competent official to the company in writing.

(3) Against such a decision of the Minister as referred to in paragraph (2) of this article, the entrepreneur may submit his/her objection to the District Court.

(4) Award of the District Court as contemplated in paragraph (3) of this article, if having been final legal effect to the party who submits the objection, shall be notified in writing by the Clerk of District Court, to the office where the company is registered.

CHAPTER IX
COSTS

Article 30

Every company that is registered shall be imposed with administrative cost, the amount of which shall be determined by the Minister.

Article 31

The amount of administrative cost to obtain official copy or excerpt as contemplated in Article 4 of this Law shall be determined by the Minister.

CHAPTER X
CRIMINAL PROVISIONS

Article 32

(1) Anyone who, under this Law and or its implementing regulations, is obliged to register his/her company into the Company Register, who purposefully or due to his/her negligence fails to meet any of his/her obligations, shall be subjected to imprisonment of maximum 3 (three) months or fine of maximum Rp. 3.000.000,- (three million rupiah).

(2) Offence as contemplated in paragraph (1) of this article constitutes a crime.

Article 33

(1) Anyone conducting or ask to be conducted, a registration erroneously or incompletely into the Company Register, shall be subjected to imprisonment of maximum 3 (three) months or fine of maximum Rp. 1.500.000,- (one million five hundred thousand rupiah).

(2) Offence as contemplated in paragraph (1) of this article constitutes a violation.

Article 34

(1) Anyone who does not perform any of his/her obligations according to this Law and or its implementing regulations to appear or refuse to deliver or submit a requirement and or other information for registration purpose into the Company Register shall be subjected to imprisonment of maximum 2 (two) months or fine of maximum Rp. 1.000.000,- (one million rupiah).

(2) Offence as contemplated in paragraph (1) of this article constitutes a violation.

Article 35

(1) If the offence as contemplated in Articles 32, 33 and 34 of this Law is committed by a legal entity, criminal litigation shall be applied and the punishment shall be awarded against the director or the assignee of the legal entity.

(2) Provisions in paragraph (1) of this article shall be treated equally to the legal entity who acts as management or assignee of another legal entity.

CHAPTER XI
SUPERVISION AND INVESTIGATION

Article 36

(1) In addition to public investigator, the officer of Government Agency who is assigned to conduct supervision on the Company Compulsory Registration is also authorized to conduct investigation to the breach of provisions in this Law and its implementing regulations.

(2)Investigation shall be conducted according to procedures as determined by the prevailing statutory regulations.

CHAPTER XII
TRANSITIONAL REGULATIONS

Article 37

(1) Companies that have possessed business license under provision so the prevailing statutory regulations before promulgation of this Law, are obliged to be registered with the company registration office according to provisions in this Law within one year after this Law is promulgated.

(2) All provisions of the statutory regulations that are not in conformity with or contradictory to this Law shall be revoked and declared as null and void.

CHAPTER XIII
CLOSING PROVISION

Article 38

Matters that are not or insufficiently regulated in this Law shall be regulated further by the Minister.

Article 39

This Law regulation shall comes into force as of the date of promulgation.

For public cognizance, this Law shall be announced by placing it in the Statute Book of the Republic of Indonesia.

Ratified in Jakarta
On February 1, 1982

PRESIDENT OF THE REPUBLIC OF INDONESIA,
Sgd
SOEHARTO

Promulgated in Jakarta
on February 1, 1982

MINISTER/SECRETARY FOR THE STATE OF THE REPUBLIC OF INDONESIA,
Sgd
SUDHARMONO, S