DECREE OF THE MINISTER OF INDUSTRY AND TRADE
NO. 408/MPP/KEP/10/1997

ON
PROVISIONS ON AND PROCEDURES FOR
ISSUING COMMERCIAL REGISTRY CERTIFICATES (TDUP) AND COMMERCIAL PERMITS (SIUP)

THE MINISTER OF INDUSTRY AND TRADE,

Considering:

• a. that to ensure the smooth process of issuing permits in the trade sector, it is deemed necessary to review provisions on and procedures for issuing commercial registry certificates (TDUP) and commercial permits (SIUP);
• b. that to give effect to the above matter, a decree of the Minister of Industry and Trade needs to be stipulated.

In view of:

• 1. Trade Ordinance of 1934 (Statute Book of 1938 No. 86);
• 2. Law No. 7/1955 on the investigation and trial of economic offenders (Statute Book of 1955 No. 27, Supplement to Statute Book No. 801) as already several times amended the latest by Law No. 17/1964 (Statute Book of 1964, No. 101, Supplement to Statute Book No. 2692);
• 3. Law No. 3/1982 on the obligation to register companies (Statute Book of 1982 No. 7, Supplement to Statute Book No. 3214);
• 4. Law No. 25/1992 on cooperatives (Statute Book of 1992 No. 116, Supplement to Statute Book No. 3502);
• 5. Law No. 1/1995 on limited liability companies (Statute Book of 1995, Supplement to Statute Book No. 3587);
• 6. Law No. 9/1995 on small scale companies (Statute Book of 1995 No. 74, Supplement to Statute Book No. 3611);
• 7. Government Regulation No. 1/1957 on the distribution of companies (Statute Book of 1957 No. 7, Supplement to Statute Book No. 1144) as already amended and supplemented the latest by Government Regulation No. 53/1957 (Statute Book of 1957 No. 150, Supplement to Statute Book No. 1467);
• 8. Government Regulation No. 36/1977 on the conclusion of foreign activities in the trade sector (Statute Book of 1977 No. 60, Supplement to Statute Book No. 3113) as already several times amended the latest by Government Regulation No. 35/1996 (Statute Book of 1996 No. 52, Supplement to Statute Book No. 3640);
• 9. Presidential Decree No. 44/1974 on principles of the organisation of ministry;
• 10. Presidential Decree No. 96/M/1993 on the establishment of the sixth development cabinet as already amended by Presidential Decree No. 388/M/1995;
• 11. Presidential Decree No. 2/1996 on amendment to Presidential Decree No. 15/1984 on the organisational structure of ministries as already twenty five times amended the latest by Presidential Decree No. 61/1995;
• 12. Presidential Instruction No. 5/1984 on the guidance on the simplification and control of licences in the business sector;
• 13. Joint Decree of the Minister of Home Affairs and the Minister of Trade and Cooperatives No. 56/th/1971 and No. 1034/KP/V/71 on the authority to issue business location permits and commercial permits as already amended and supplemented the latest by Joint Decree of the Minister of Home Affairs and the Minister of Trade and Cooperatives No. 92/1979 and No. 409/KPB/V/1979;
• 14. Joint Decree of the Minister of Trade and Cooperatives and the Minister of Finance No. 279/Kp/VII/1980 and No. 395/KMK.04/1980 on the inclusion of taxpayer code number (NPWP) in the commercial permit (SIUP);
• 15. Joint Decree of the Minister of Trade and the Minister of Public Works No. 65/KPB/III/1987 and No. 109/KPTS/1987 on business permit in the construction service sector;
• 16. Decree of the Minister of Trade and Cooperatives No. 04/Kp/1/1980 and Decree of the Minister of Industry and Trade No. 227/KPP/Kep/7/1997 on the classification of businesses, surety and administrative cost of companies;
• 17. Decree of the Minister of Industry and Trade No. 29/MPP/SK.2/1996 and No. 92/MPP/kep/4/1996 on the organisation and working system of the Ministry of Industry and Trade;
• 18. Decree of the Minister of Industry and Trade No. 84/MPP/Kep/4/1996 on the organisation and working system of regional offices of the Ministry of industry and Trade in provinces and the offices of the Ministry of Industry and Trade in regencies/municipalities;
• 19. Decree of the Minister of Industry and Trade No. 254/MPP/Kep/7/1997 on the criteria of small scale industries and small scale trade within the Ministry of Industry and Trade;
• 20. Decree of the Minister of Industry and Trade No. 255/MPP/Kep/7/1997 on the delegation of authority to issue permits in the industrial and trade sector within the Ministry of Industry and Trade;
• 21. Instruction of the Minister of Trade No. 03/M/INS/VI/1977 on the control of and ban on future commodity trading.

DECIDES:

To stipulate:

THE DECREE OF THE MINISTER OF INDUSTRY AND TRADE CONCERNING PROVISIONS ON AND PROCEDURES FOR ISSUING COMMERCIAL REGISTRY CERTIFICATES (TDUP) AND COMMERCIAL PERMITS (SIUP)

CHAPTER I
GENERAL PROVISIONS

Article 1

Referred in this decree as:

• 1. Trade shall be trade in goods or services done continuously with a view to transferring rights to goods or services accompanied by recompense or compensation;
• 2. Company shall be business undertaking which takes the form of individual company, association, cooperative and corporate body domiciled in Indonesia and conducting trade activities;
• 3. Commercial registry certificates (TDUP) shall be registry certificates to conduct trading activities;
• 4. Commercial permit (SIUP) shall be a permit to conduct trading activities;
• 5. Changes in company shall include changes in the name of company, the address of company, name of owners/managers, the address of the owners/managers, taxpayer code number, investment value, business lines, types of business activities, and types of merchandise;
• 6. KANDEP shall be the offices of the Minister of Industry and Trade in regencies/municipalities;
• 7. KANWIL shall be the offices of the Ministry of Industry and Trade in provinces.

CHAPTER II
COMMERCIAL REGISTRY CERTIFICATES (TDUP) AND
COMMERCIAL PERMITS (SIUP)

Article 2

(1) Any company engaged in trading activities shall hold a permit in the trade sector.

(2) The permit as meant in paragraph (1) shall include:

• a. TDUP; or
• b. SIUP.

Article 3

(1) The authority to issue the permit in the trade sector shall be in the hand of the Minister of Industry and Trade;

(2) The Minister of Industry and Trade shall delegate the authority as meant in paragraph (1) to

• a. Heads of KANDEP to issue TDUP;
• b. Heads of KANWIL to issue SIUP.

Article 4

TDUP or SIUP shall be issued on the basis of the domicile of the relevant company and shall apply to all areas across the Republic of Indonesia.

Article 5

TDUP or SIUP shall remain valid as long as the relevant company is still engaged in trade activities.

Article 6

(1) Any company engaged in trade activities with a total investment of up to Rp 200,000,000 (two hundred million rupiah) excluding land and buildings to conduct business activities, shall hold TDUP which functions as SIUP.

(2) Any company engaged in trade activities with a total investment of more than Rp 200,000,000 (two hundred million rupiah) excluding land and buildings to conduct business activities, shall hold SIUP.

(3) If any company has a total investment of Rp 200,000,000 (two hundred million rupiah) excluding land and buildings and/or has an annual sale of more than Rp 1,000,000,000 (one billion rupiah) after obtaining TDUP, then the relevant company may replace TDUP with SIUP, if required.

Article 7

(1) Companies exempted from the obligation to obtain TDUP or SIUP shall be :

• 1. branches of a company which uses TDUP or SIUP of its head office in conducting trade activities,
• 2. companies that have already obtained an equal business permit from the technical ministry on the basis of the existing regulation,
• 3. Industrial companies that are established under Law No. 6/1968 on domestic investment,
• 4. state-owned companies (BUMN) and regional administration-owned companies (BUMD),
• 5. small-scale companies which meet the following requirements:
• a. not to take the form of corporate body, or association, and
• b. operated or managed by the owner or by employing close relatives;
• 6. Vendors, and sidewalk traders.

(2) The companies exempted from the obligation as meant in paragraph (1) shall be given TDUP or SIUP if required by the relevant companies.

Article 8

Any company that has already obtained TDUP or SIUP within a period of 3 (three) months starting from the issuance date of TDUP or SIUP shall register itself in the list of companies according to Law No. 3/1982 on the obligation to register companies.

CHAPTER III
THE PROCEDURE FOR REQUESTING TDUP AND SIUP

Article 9

(1) The companies as meant in Article 6 paragraph (1) shall file a request for TDUP to the Head of KANDEP.

(2) The request for TDUP as meant in paragraph (1) shall be filed by submitting an application for TDUP to the Head of KANDEP, signed by the owner/manager, and contain the following matters :

• a. Name of owner/company;
• b. Address of owner/company;
• c. Name and address of the company's manager;
• d. Taxpayer code number (NPWP);
• e. Business line;
• f. Investment value, excluding land and buildings to carry on business activities;
• g. Type of business activities;
• h. Type of main goods/services, if any.
• i. Trade mark (owned by the owner/licence);

Article 10

(1) The companies as meant in Article 6 paragraph (2) shall file an application for SIUP to the Head of KANWIL by filling out an application form (SP-SIUP) of model A.

(2) The companies as meant in Article 6 paragraph (3) shall file an application for SIUP to the Head of KANWIL by filling out an application form of model A and attaching TDUP to the application form with a copy addressed to the Head of KANDEP issuing the TDUP.

(3) If required by the relevant company, the request for SIUP as meant in paragraphs (1) and (2) may be filed through KANDEP or the Industry and Trade Service in the pilot second level region (district) according to Government Regulation No. 8/1995, to be later distributed to KANWIL.

Article 11

(1) The application for TDUP or SIUP as meant in Articles 9 and 10 shall be complete with the following documents :

• a. For companies in the form of corporate bodies and cooperatives:
• - a copy of the articles of corporation that is already validated by the Ministry of Justice for limited liability companies or the authorized agency for cooperatives;
• - a copy of identity card of the owner/manager;
• - a copy of the company's taxpayer code number (NPWP);
• - a copy of business location permit (SITU) issued by the relevant administration for trade activities required in the permit based on the Nuisance Act.
• b. For companies other than corporate bodies shall enclose:
• 1) For association:
• - a copy of articles of corporation that is already registered to the district court (if it is already registered);
• - a copy of identity card of the owner/manager of the company;
• - a copy of the company's taxpayer code number (NPWP);
• - a copy of business location permit issued by the relevant administration for trade activities required in the permit based on the Nuisance Act.
• 2) Individual company:
• - a copy of identity card of the owner;
• - a copy of the owner's taxpayer code number;
• - a copy of business location permit (SITU) issued by the relevant administration for trade activities required In the permit based on the Nuisance Act.

(2) If the applicant for TDUP or SIUP as meant in paragraph (1) has not yet obtained a business location permit (SITU) within a period of 15 (fifteen) working days starting from the date the application is filed to the regional administration, then the applicant for TDUP or SIUP shall only enclose a copy of the application as supplement to obtain TDUP or SIUP, and then TDUP or SIUP will be issued.

(3) If the applicant for TDUP or SIUP as meant paragraph (2) has already obtained a business location permit (SITU), the applicant for TDUP or SIUP shall submit a copy of the business location permit to the Head of KANDEP or KANWIL.

(4) The companies as meant in paragraph (1) that are not obliged to obtain a business location permit based on the Nuisance Act, shall not be obliged to enclose a statement of no business location permit issued by the relevant administration as meant in the Joint Decree of the Minister of Home Affairs and the Minister of Trade and Cooperatives No. 92/1979 and No. 409/KPB/5/1979, and thus TDUP or SIUP may be issued.

Article 12

If the companies that are exempted from the obligation to obtain TDUP or SIUP as meant in Article 7 intend to obtain TDUP or SIUP, they may only file an application for TDUP or SIUP to the Head of KANDEP or the Head of KANWIL with the stipulation that:

• a. for branches of a company, companies that have already obtained a business permit from the technical ministry, manufacturing companies established under a domestic investment scheme or state-owned companies/regional administration-owned companies, they shall enclose :
• - a copy of the articles of corporation of the company's head office or a permit from the technical agency or a letter of approval from the Head of the Investment Coordinating Board (KPMG);
• - a copy of identity card of the owner/manager, and
• - a copy of letter of domicile issued by the village head;
• b. for individual companies, vendors and sidewalk traders, they shall enclose:
• - a copy of identity card, and
• - a copy of letter of domicile issued by the village head.

Article 13

(1) No later than 6 (six) working days starting from the receipt of the application for TDUP or SIUP of model A as meant in Articles 9 and 10 in a complete and correct manner, the head of KANDEP shall issue TDUP using the form of model B and the head of KANWIL shall issue SIUP using the form of model C.

(2) If the form as meant in paragraph (1) is not yet filled out in a complete and correct manner, the head of KANDEP or the head of KANWIL shall, no later than 5 (five) working days starting from the receipt of the application for TDUP or SIUP of model A, postpone the issuance of TDUP or SIUP by informing in writing the relevant company about the postponement complete with the reasons for the postponement.

(3) The company as meant in paragraph (2) shall improve and fulfil the requirements no later than 5 (five) working days starting from the receipt date of the letter of postponement.

(4) If after the period of time as meant in paragraph (3) has passed the relevant company fails to meet the requirements as meant in paragraph (1), the head of KANDEP or the head of KANWIL shall reject the application for TDUP or SIUP.

(5) The company that has its application for TDUP or SIUP rejected, may file another application for TDUP or SIUP.

Article 14

(1) The company which holds TDUP and plans to open a branch office shall report in writing the plan to the head of KANDEP where the branch office is located with a copy addressed to the head of KANWIL.

(2) The company which holds SIUP and plans to open a branch office shall report in writing the plan to the head of KANWIL where the branch office is located with a copy addressed to the head of KANDEP.

(3) In submitting the written report as meant in paragraphs (1) and (2) the company shall enclose the following documents to it:

• a. a copy of TDUP or SIUP validated by the official authorized to issue TDUP or SIUP in 3 (three) copies;
• b. a copy/photocopy of the articles of corporation -or other documents evidencing the opening of the branch office;
• c. a copy of identity card of the manager of the branch office in the domicile of the branch office;
• d. a copy of the head office's TDUP;
• e. a copy of business location permit issued by the relevant administration for trade activities required by the permit based on the Nuisance Act.

(4) No later than 5 (five) working days after the receipt of the report and documents as meant in paragraph (3) in a complete and correct manner, the head of KANDEP or the head of KANWIL shall record/register it an the list of companies opening branch offices and put a signature, stamp on the copy of TDUP or SIUP of the company (the head office) evidencing that TDUP or SIUP also applies to the branch office.

Article 15

(1) A company appointed by another company as its representative shall hold TDUP or SIUP according to the business line and activity of the company it represents.

(2) TDUP of the company's representative as meant in paragraph (1) shall be issued and signed by the Head of KANDEP where the company's representative is domiciled.

(3) SIUP of the company's representative as meant in paragraph (1) shall be issued and signed by the head of KANWIL where the company's representative is domiciled.

(4) In obtaining TDUP or SIUP the company as meant in paragraph (1) shall enclose all documents as meant in Article 11 and the letter of appointment as the company's representative.

Article 16

If official authorized to issue TDUP or SIUP is absent because of unavoidable thing for 5 (five) consecutive days, the relevant official shall appoint his/her subordinate to act for and on behalf of the relevant official in issuing TDUP or SIUP.

CHAPTER IV
CHANGES IN COMPANY

Article 17

(1) The company that has already obtained TDUP or SUP and makes changes as meant in Article 1 point 5, shall file a request for changes in TDUP or SIUP to the official authorized to issue TDUP or SIUP no later than 5 (five) working days after the changes are made.

(2) The company that has already obtained TDUP or SIUP and make changes as meant in Article 1 point 5 as long as the changes are related to investment in which:

• a. the total investment excluding land and buildings declines to or is less than Rp 200,000,000 (two hundred million rupiah) after the changes, shall not be obliged to change SIUP obtained before the issuance of this decree and the SUP is treated as TDUP;
• b. the total investment excluding land and buildings exceeds Rp 200,000,000 (two hundred million rupiah) after the changes, may apply for the change of TDUP into SUP by filling out the application from of model A;
• c. the total investment excluding land and building has already exceeded Rp 200,000,000 (two hundred million rupiah) and increases after the changes are made, shall not be obliged to file a request for changes in SUP;
• d. the total investment excluding land and buildings has already exceeded Rp 200,000,000 (two hundred mil lion rupiah) and decreases to Rp 200,000,000 (two hundred million rupiah) after the changes are made, shall adjust SUP to become TDUP.

(3) No later than 5 (five) working days after the receipt of the changes as meant in paragraph (1) and (2) the head of KANDEP or the head of KANWIL shall issue TDUP using the form of model B or SIUP using the form of model C as attached to this decree.

(4) The changes in the company other than those as meant in Article 1 point 5 shall be reported in writing to the official authorized to issue TDUP or SIUP without having to replace or change TDUP or SUP that has already been obtained.

(5) No later than 5 (five) working days after the receipt of the report on changes as meant in paragraph (4) the head of KANDEP or the head of KANWIL shall issue a letter of approval for the change in TDUP or SIUP using the form of model H which is an integral part of TDUP or SUP that has already been obtained.

Article 18

(1) If TDUP or SUP is missing or damaged so that it is unreadable, the company may apply in writing for another TDUP or SIUP as a substitute for the missing or damaged TDUP or SIUP to the head of KANDEP or the head of KANWIL authorized to issue TDUP or SIUP to issue new TDUP or SIUP.

(2) The application for new TDUP or SUP as a substitute for the missing or damaged TDUP or SIUP as meant in paragraph (1) shall be filed by observing the following provisions:

• a. for TDUP, it shall be filed according to Article 9;
• b. for SUP, it shall be filed according to Article 10;
• c. the application shall be complete with a letter of statement from the police about the issuing TDUP/SIUP or the damaged TDUP/SIUP.

(3) No later than 5 (five) working days after the receipt of the application for the replacement of TDUP or SIUP as meant in paragraph (2), the head of KANDEP or the head of KANWIL shall issue TDUP using the form of model B or SIUP using the form of model C.

CHAPTER V
REPORTING

Article 19

(1) The company as meant in Article 6 paragraph (1) that has already obtained TDUP shall submit a report to the head of KANDEP about its activities once every year no later than January 31 in the ensuing year.

(2) The company as meant in Article 6 paragraph (2) that has already obtained SIUP shall submit a report to the head of KANWIL about its activities twice a year, with the stipulation:

• a. the report for the first semester shall be submitted no later than July 31;
• b. the report for the second semester shall be submitted no later than January 31 in the ensuing year.

(3) The reports as meant in paragraphs (1) and (2) shall be submitted using the form of model D.

(4) The company holding TDUP which has an investment of less than Rp 5,000,000 (five million rupiah) excluding land and buildings shall be exempted from the obligation to submit a report.

Article 20

Any company which no longer conduct trade activities or closes its business shall report to the head of KANDEP or the head of KANWIL by returning the origin of TDUP or SIUP.

CHAPTER VI
OTHER PROVISIONS

Article 21

Based on Decree of the Minister of Industry and Trade No. 227/MPP/Kep/7/1997 on the improvement of Decree of the Minister of Trade and Cooperatives No. 04/Kp/1/1980 on classification of businesses, surety and administrative fees of company, the surety and administrative fees to obtain TDUP or SIUP are set at Rp 0 (nil rupiah).

Article 22

The companies that have already obtained TDUP or SIUP shall be banned from being engaged in future commodity trading, except if they fulfil the specified requirements to engage in such business according to the existing regulation.

CHAPTER VII
SANCTIONS

Article 23

(1) The companies will be given written warnings if :

• a. they fail to fulfil the obligations as meant in Article 14 paragraph (1), and paragraph (2), Article 17 paragraph (1) and Article 19 paragraph (1) and paragraph (2) of this decree, or
• b. they carry out activities in breach of provisions on business lines, types of business activities and types of main goods/services contained in TDUP or SIUP they have obtained, or
• c. they have not registered themselves in the list of companies as meant in Article 8, or
• d. there is a report/complaint from the authorized official or the owner or holder of intellectual property rights that the relevant companies have violated intellectual property rights such as copy rights, patents or trademarks, or
• e. they fail to meet taxation obligation according to the existing regulation.

(2) The written warnings as meant in paragraph (1) shall be three times issued with an interval of 1 (one) month by the official authorized to issue TDUP or SIUP by using the form of model E.

Article 24

(1) The TDUP or SIUP of companies shall be frozen, if the companies

• a. ignore the warnings as meant in Article 23 paragraph (2); or
• b. are being investigated in a court session because they are accused of violating intellectual property rights and/or committing other criminal offences.

(2) During the TDUP or SIUP of companies are frozen, the companies are banned from conducting trade activities.

(3) The freezing of TDUP or SIUP as meant in paragraph (1) letter a shall cover a period of 6 (six) months starting from the issuance date of a decision on the freezing of TDUP or SIUP.

(4) The freezing of TDUP or SIUP of companies as meant in paragraph (1) letter b shall continue until the court body issues a decision with irrevocable legal power.

(5) The freezing of TDUP or SIUP shall be done by the official authorized to issue TDUP or SIUP by using the form of model F.

(6) TDUP or SIUP that has already been frozen may be reactivated, if the relevant companies :

• a. have paid attention to the warnings by making improvements and fulfilling their obligation according to this decree,
• b. are declared as having not violated intellectual property rights and/or committed a criminal offence according to the judgement of a court body with irrevocable legal power.

Article 25

(1) TDUP or SIUP may be revoked if :

• a. TDUP or SIUP is obtained on the basis of unfounded/falsified information/data from the relevant companies or contradicts Article 9 paragraph (2), Article 10, Article 11, and Article 12, or violates Article 22;
• b. the relevant companies do not make improvements after the time limit has passed; or
• c. the relevant companies are sentenced for a violation of intellectual property rights and/or committing a criminal offence based on the judgment of the court body with irrevocable legal power.

(2) The revocation of TDUP or SIUP shall be done by the official authorized to issue TDUP or SIUP by using the form of model G.

Article 26

(1) In connection with the revocation of TDUP by the head of KANDEP, the relevant companies may appeal to the head of KANWIL against the revocation of TDUP no later than 30 (thirty) days starting from the issuance date of the decision on the revocation of TDUP.

(2) In connection with the revocation of SIUP by the head of KANWIL, the relevant companies may appeal to the Director General of Domestic Trade against the revocation of SIUP no later than 30 (thirty) working days starting the issuance date of the decision on the revocation of SIUP.

(3) The officials as meant in paragraphs (1) and (2) may accept or reject the appeal in writing complete with the reasons for acceptance or rejection no later than 30 (thirty) working days after the receipt of the appeal.

Article 27

Violations of Article 2, Article 8, Article 15 paragraph (1) and Article 22 shall lead to the imposition of criminal sanctions according to the existing law.

CHAPTER VIII
TRANSITIONAL PROVISIONS

Article 28

Small-scale SIUP, medium-scale SIUP and large-scale SIUP that have been obtained by companies before the stipulation of this decree shall remain valid with the stipulation that :

• a. Small-scale SIPU or medium-scale SIUP that have already been obtained by companies before the stipulation of this decree, shall be treated as TDUP based on this decree and thus application for change needs to be made;
• b. Large-scale SIUP that have been obtained by companies before the stipulation of this decree, shall remain valid as TDUP, except for companies that have already obtained large-scale SlUP with the value of investment as meant in Article 6 paragraph (1) shall be treated as TDUP based on this decree.

Article 29

The companies which file an application for small-scale SIUP, medium-scale SIUP and large-scale SIUP which are still under process before the stipulation of this decree, shall file new application to the head of KANDEP to obtain TDUP or to the head of KANWIL to obtain SIUP according to this decree.

CHAPTER IX
CLOSING PROVISIONS

Article 30

With the stipulation of this decree, decree of the Minister of Trade No. 1458/MPP/Kep/XII/84 jo. No. 372/Kp/XI/1988 on SIUP, and its implementation regulations shall be declared null and void.

Article 31

The provisions on and the procedures for issuing TDUP at Industry and Trade Services in 26 (twenty six) pilot second level regions shall be based on this decree.

Article 32

This decree shall begin to take effect 3 (three) months after the date of stipulation.

For public cognizance, this decree shall be announced by placing it in the State Gazette of the Republic of Indonesia.

Stipulated in Jakarta
On October 31, 1997
THE MINISTER OF INDUSTRY AND TRADE
sgd.
TUNGKY ARIWIBOWO

Attachment (Lampiran)