DECREE OF THE MINISTER OF INDUSTRY AND TRADE OF THE REPUBLIC OF INDONESIA
No. 12/MPP/Kep/1/1998

CONCERNING
THE IMPLEMENTATION OF THE OBLIGATION OF CORPORATE REGISTRATION

THE MINISTER OF INDUSTRY AND TRADE

Considering :

• a. that In the context of the implementation of Law No. 3/1982 on the obligation of corporate registration and to Improve and enhance the quality of services in corporate registration, provision of information, promotion on the usefulness of corporate registration to the business sector and the public, the procedure for the implementation of Corporate Registration, needs to be perfected;
• b. that in the context of creating a sound business atmosphere, business certainty, business development, partnership, business opportunities, and of protecting companies which run their business honestly and correctly, the role of the Corporate Register serving as source of formal information, needs to be enhanced;
• c. that the obligation of Corporate Registration must be implemented by the Office of Corporate Registration (KPP), but since the KPP has not yet been established up to now, while waiting for its establishment as intended in Law No. 3/1992 on the Obligation of Corporate Registration, it is deemed necessary to designate the Directorate for Corporate Registration, the Provincial and the Sub-Provincial Offices of the Department of Industry and Trade as the implementing and executive unit of the Corporate Registration Obligation;
• d. that to this end it is deemed necessary to stipulate a Decree of the Minister of Industry and Trade.

In view of:

• 1. Law No. 5/1974 on the Principles of Regional Governments (Statute Book of 1974 No. 38, Supplement to statute Book No. 3037);
• 2. Law No. 3/1982 on the Obligation of Corporate Registration (Statute Book of 1982 No. 7, Supplement to Statute Book No. 3214);
• 3. Law No. 1/1995 on the Limited Liability Company (Statute Book of 1995 No. 13, Supplement to Statute Book No. 3587) ;
• 4. Law No. 20/1997 on the Non Tax State Revenue (Statute Book of 1997 No. 43, Supplement to Statute Book No. 3687);
• 5. Presidential Decree No. 44/1974 on the Principles of the Organization of the Department;
• 6. Presidential Decree No. 53/1998 on the Undertaking or Activity exempted from the Obligation of Corporate Registration;
• 7. Presidential Decree No. 96M/1993 on the Formation of Development Cabinet VI as already amended by Presidential Decree No. 388/M/1995;
• 8. Presidential Decree No. 2/1996 on the Amendment to Presidential Decree No. 15/1984 on the Organization of the Department as already amended twenty-five times, lastly by Presidential Decree No. 61/1995;
• 9. Decree of the Minister of Industry and Trade No. 29/MPP/KEP/2/1996 in conjunction with No. 92/MPP/KEP/4/1996 on the Organization and Administration of the Department of Industry and Trade;
• 10. Decree of the Minister of Industry and Trade No. 84/MPP/KEP/4/1996 on the Organization and Administration of the Offices of the Department of Industry and Trade in the Province and, in the Regency ("Kabupaten/Kotamadya");
• 11. Decree of the Minister of Industry and Trade No. 114a/KMK.03/97 on the Administration and Accountability of the Non-Tax State Revenue.

DECIDES:

To revoke :

• 1. Decree of the Minister of Industry No. 323/Kp/II/84 on the Implementation of Corporate Registration Obligation;
• 2. Decree of the Minister of Industry No. 285/Kp/II/85 on the Officials of the Corporate Registration Obligation;
• 3. Decree of the Minister of Industry No. 288/Kp/II/84 on the Items for Registration Particularly by the Limited Liability Company selling its Shares through the Capital Market.
• 4. Decree of the Minister of Industry No. 88/Kp/89 on the Implementation of Presidential Decree No. 53/1998 on the Undertaking or Activity exempted from the Obligation of Corporate Registration;
• 5. Decree of the Minister of Industry No. 128/Kp/V/89 on the Supervising and Investigating Official for the Obligation of Corporate Registration;
• 6. Decree of the Minister of Industry No. 193/Kp/VIII/90 on the Amendment to Decree of the Minister of industry No. 128/Kp/V/89 on the implementation of Corporate Registration Obligation;

To stipulate:

THE DECREE OF THE MINISTER OF INDUSTRY AND TRADE ON THE IMPLEMENTATION OF CORPORATE REGISTRATION OBLIGATION

CHAPTER 1
GENERAL PROVISIONS

Article 1

In this Government Regulation what is intended by:

• 1. Law No. 3/1982 on the Obligation of Corporate Registration is a law stipulating the obligation of a company to get registered, further referred to as UU-WDP.
• 2. Law No. 1/1995 on the Limited Liability Company is a law stipulating a company in the form of the Limited Liability Company, further referred to as UU-PT.
• 3. Corporate Register is the official list recorded according to or based on the provisions in UU-WDP and/or its other implementing regulations and/or those containing the items that must be registered by every company and approved by the
  competent authorities of the Office of Corporate Registration.
• 4. Corporate Register Form is a form to be filled out with the corporate data and signed by the company's owner or management/proxy to obtain a Corporate Registration Certificate.
• 5. Corporate Registration Certificate is a certificate awarded by the Office of Corporate Registration to a company whose registration has been approved, further referred to as TDP.
• 6. Business is every step, act or activity in economic sector which is carried out by every entrepreneur for the purpose of obtaining benefits or profits.
• 7. Entrepreneur is every individual or corporation or Legal Body who runs a kind of business.
• 8. Company is every form of business activities which is engaged in every permanent and continual business undertaking, operating and domiciled in the territory of the Republic of Indonesia, with the purpose of gaining benefits and/or profits.
• 9. Affiliated company is a company owned wholly or partially and controlled or supervised by another company which generally owns the majority of the shares/capital issued by the affiliated company.
• 10. Branch Company is a company owned wholly or partially and controlled or supervised by its principal company which can have a domicile in another place and can operate autonomously or can carry out part of its principal company's activities.
• 11. Company Agent is a company authorized to run a part of or the whole activities of another company, of which it is an agent, on the basis of a commitment or agreement.
• 12. Company Representative is a company which represents its company's head office in carrying out an activity and/or management, based on the authority delegated thereto.
• 13. Company Auxiliary Office is a company which handles a part of the activities of the head office or its branch(es).
• 14. Individual Company is a company owned by an individual, i.e. a person who also acts as an entrepreneur who administers and manages by himself the company he owns, or a person who directly runs and manages or holds control over every aspect of his business, which does not constitute a legal body or a corporation.
• 15. License is a business operation license or certificate equivalent thereto which is issued by a competent institution and awarded to the entrepreneur to operate his business.
• 16. The Office of Corporate Registration (KPP) is a working unit under the Department of Industry and Trade which acts as the implementing unit of the Corporate Registration Obligation (WDP) and is situated either in the Capital of Indonesia or in the Provinces (Level I Regions) and Regencies (Level II Regions).
• 17. The Central KPP is the Directorate of Corporate Registration under the Directorate General of Domestic Trade which acts as the implementing unit of the Corporate Registration Obligation in Indonesia's Capital.
• 18. Level I KPP is the Provincial Office of the Department of Industry and Trade which acts as the implementing unit of the Corporate Registration Obligation in the Level I Region.
• 19. Level II KPP is the Sub-Provincial Office of the Department of Industry and Trade which acts as the implementing and executive unit of the Corporate Registration Obligation in the Level II Region.
• 20. Level I Region is a Province or a Special Region or the Jakarta Municipality as indicated in Law No. 5/1974.
• 21. Level II Region is a Regency or Middle Sized City or a region of the same level as indicated in Law No. 5/1974.
• 22. An Investigating Official for the Obligation of Corporate Registration is a certain Civil Servant under the implementing unit of the WDP, who is given authority by the UU-WDP and has been appointed by the Decree of the Minister of Industry and Trade to exert control and investigation of criminal acts in the implementation of WDP, further referred to as PPNS-WDP.
• 23. A WDP Supervisor is an Official under the Department of Industry and Trade, who works in the technical unit handling the implementation of WDP, and who is designated by the competent authority to supervise every company in accordance with the provisions in the UU-WDP and its implementing regulations.
• 24. Minister is the Minister responsible in the trade sector.

CHAPTER II
OBLIGATION, TIME AND EXEMPTION FROM REGISTRATION

Part One
Registration Obligation

Article 2

(1) Every company holding a license, including foreign company, domiciled and operating its business in the territory of the Republic of Indonesia, shall be registered in the Corporate Register.

(2) The kinds of company as meant in paragraph (1), embrace the following:

• a. The Limited Liability Company (PT), the Cooperative, the Commanded Company (CV), Firm (Fa), Individual;
• b. Another company which carries out business operation for the purpose of gaining benefits and/or profits.

(3) The companies intended in paragraph (2) can have the following status :

• a. Single office;
• b. Head office/principal off ice, branch office or auxiliary office;
• c. Affiliated company;
• d. Agent's Office;
• e. Representative office.

Article 3

(1) The items that must be registered by the companies constituting PT, cooperative, CV, Firm, Individual company etc, shall be as stipulated in Attachment 1 to this Decree.

(2) If a PT company is liquidated, the liquidator concerned shall register the PT's liquidation.

Article 4

(1) A PT company which has sold its shares to the public through the capital market, shall apart from carrying out its obligation as meant in paragraph Article 3, shall also register the following items:

• a. Date of registration statement;
• b. Date and Number of License from the Chairman of the Capital Market Supervisory Board (BAPEPAM);
• c. Nominal price;
• d. Date of listing;
• e. Date of delisting;

(2) The company as meant in paragraph (1), if making a delisting, must report to the Head of Level II KPP in the domicile of the company concerned by mentioning the reasons in order to be given a new TDB to replace the TDP PT Tbk.

(3) The items that must be registered as meant in paragraph (1), are mentioned in Attachment II of this Decree.

Part Two
Registration Time

Article 5

(1) The company as meant in Paragraph (2) shall carry out registration in the Corporate Register within 90 (ninety) days as from the start of the company's operations.

(2) The company shall be considered to have started its operations as from the date it receives its operation license from the competent authority.

(3) The registration of the establishment of a PT company shall be carried out at the latest 30 (thirty) days after the legalization or approval has been given or after the date of receiving the report.

(4) The registration of the liquidation of a PT company shall be carried out at the latest 30 (thirty) days after the company has been declared dissolved.

Part Three
Exemption from Registration

Article 6

(1) A small individual company shall be exempted from the WDP.

(2) The small individual companies meant in paragraph (1) are:

• a. a company administered, run or managed by the owner himself/herself or by way of employing his/her own family members only;
• b. a company that is not obliged to own a business operation license or a similar certificate issued by the competent institution;
• c. a company that is really and exclusively aimed at meeting the daily needs of its owner; and
• d. a company that is not a legal body or corporation.

(3) The company as meant in paragraph (1), at its own will, can be registered in the Corporate Register.

Article 7

(1) An undertaking or activity beyond the economic sector and whose characteristics and objectives are not solely aimed at seeking benefits and/or profits, shall be exempted from the WDP as specified below :

• a. Formal Education (formal instruction) of all kinds and levels, which is organized by any person and does not constitute a business company, i.e. :
• 1. Educational services for Kindergarten;
• 2. Educational services for Elementary School;
• 3. Educational services for Secondary School;
• 4. Educational services for Senior High School;
• 5. Educational services for Academic Level/University (Institute) /College, Academy, Polytechnic;
• 6. Other educational services.
• b. Informal Education (informal instruction), which is cultivated by the government and/or organized by the public and does not constitute a business company, i.e. :
• 1. Vocational Courses in the Sector of Household;
• 2. Vocational Courses in the Sector of Services;
• 3. Vocational Courses in the Sector of Health;
• 4. Vocational Courses in the Sector of Languages;
• 5. Vocational Courses in the Sector of Arts;
• 6. Vocational Courses in the Sector of Handicraft;
• 7. Vocational Courses in a Special Sector;
• 8. Vocational Courses in the Sector of Sports;
• 9. Vocational Courses in the Sector of Agriculture;
• 10. Vocational Courses in the Sector of Technique;
• 11. Vocational Courses in Other Sectors.
• c. Notary Services.
• d. Services of Lawyers and Legal Consultants.
• e. Medical Practices of an Individual Doctor and a Group of Doctors, which are not organized by a business undertaking :
• 1. Services for Human Health;
• 2. Services of Nurse/Midwife;
• 3. Para Medical Services;
• 4. Services for Animal Health.
• f. Hospital which is not managed by a business enterprise:
• 1. Hospital Services (General, Special);
• 2. Animal Hospital Services.
• g. Medical Clinic which is not administered by a business corporation :
• 1. Services on Pathology and Diagnosis through Medical Laboratory;
• 2. Services on Pathological Clinic and Diagnosis through Animal Laboratory;

(2) The provisions of other undertakings and activities which are exempted from the WDP and not yet included in paragraph (1), shall be further stipulated by the Minister after learning from the consideration of the Minister supervising the undertakings or activities concerned.

CHAPTER III
AUTHORITY, ACCOUNTABILITY AND REPORT
ON THE IMPLEMENTATION OF THE OBLIGATION OF CORPORATE REGISTRATION

Article 8

(1) The Minister has the authority to stipulate the domicile, composition of the KPP, provisions and procedure of the WDP's implementation.

(2) The Minister shall appoint the Director General of Domestic Trade as the Technical Cultivator in the implementation and execution of the WDP.

(3) The Directorate of Corporate Registration under the Directorate General of Domestic Trade shall act as the implementing unit of the WDP on the Central Level.

Article 9

The domicile and structure of the WDP as intended in Article 8, paragraph (1) shall be as follows :

• a. The Directorate of Corporate Registration under the Directorate General of Domestic Trade shall act as the KPP which functions as the implementing unit of the WDP on the Central Level.
• b. The Provincial Office of the Department of Industry and Trade shall function as the implementing unit of the WDP in the Level I Region.
• c. Pending the establishment of the Level II KPP, the Regional Office of the Department of Industry and Trade shall function as the implementing and executing unit of the WDP in Level II Region.

Article 10

The Minister shall appoint the KPP's Head as meant in Article 9 as follows :

• a. The Director of Corporate Registration as the Head of the Central Level KPP, shall be accountable for and shall report in writing to the Minister via the Director General of Domestic Trade.
• b. The Head of the Provincial Office of the Department of Industry and Trade as Head of the Level I KPP, shall be accountable for and shall report in writing to the Head of the Central Level KPP.
• c. The Head of the Level II KPP, shall be accountable for and shall report in writing to the Head of the Level I KPP; if the Level II KPP has not yet been established, the Head of the Regional Office of the Department of Industry and Trade shall report in writing to the Head of the Level I KPP.

Article 11

(1) The report as meant in Article 10, letter a, shall cover the reports on the implementation of the Corporate Registration on the Central Level and the summary of the implementation of Corporate Registration by the Level I KPPs throughout Indonesia.

(2) The report as meant in Article 10, letter b, shall cover the reports on the implementation of Corporate Registration in the Level I Region and the summary of the implementation and execution of Corporate Registration in the Level II Region.

(3) The report as meant in Article 10, letter c, shall cover the reports on the implementation and execution of Corporate Registration in the Level II Region, which includes the legalization and issuance of the TDP.

Article 12

(1) The Central KPP as meant in Article 9, letter a, shall have the following functions :

• a. To prepare materials for the formulation of policy, plan and program in implementing and executing the Corporate Registration.
• b. To prepare materials, coordinate and cultivate the implementation of WDP.
• c. To observe and control over the implementation of WDP.
• d. To compile, process and prepare the Corporate Register of all companies throughout Indonesia.
• e. To prepare the Implementer, Supervisor and PPNS-WDP.
• f. To exert supervision and investigation in cooperation with the relevant administration authority.
• g. To provide information in the context of understanding and publicizing the WDP.
• h. To promote the benefit of corporate registration for the public and business world.
• i. To provide copies and/or official quotations originating from the Corporate Register that have been approved by the Head of the Central KPP as the Implementer of the Central WDP.
• j. To provide services to the public and business world in the context of meeting the need for business information.
• k. To submit the reports as meant in Article 11, paragraph (1), periodically every 3 (three) months. (2) The working area of the Central KPP includes the whole territory of Indonesia.

Article 13

(1) The Level I KPP as meant in Article 9, letter b, shall have the following duties :

• a. To coordinate and cultivate the implementation of the WDP that is carried out by the Level II KPPs in its territory.
• b. To observe and control over the implementation of WDP.
• c. To compile, process and prepare the Corporate Register for its operation territory.
• d. To prepare the Implementing Apparatus, Supervisor and PPNS-WDP.
• e. To exert supervision and investigation in cooperation with the relevant administration authority.
• f. To provide information in the context of understanding and publicizing the WDP.
• g. To promote the benefit of corporate registration for the public and business world.
• h. To provide copies and/or official quotations originating from the Corporate Register that have been approved by the Head of the Level I KPP as the Implementer of the Corporate Registration in the Level I territory.
• i. To provide services to the public and business world in the context of meeting the need for business information.
• j. To submit the reports as meant in Article 11, paragraph (2), every month.

(2) The working area of the Level I KPP as meant in paragraph (1) includes the whole area of the local Level I Region.

Article 14

(1) The Level II KPP as meant in Article 9, letter c, shall have the following tasks :

• a. To receive and record the corporate registration form in the registration agenda book.
• b. To examine the correctness of the filling out of the corporate registration form and the supporting documents required.
• c. To reject and return the corporate registration form which does not meet the requirements.
• d. To approve the corporate registration form already filled out which has met the requirements.
• e. To issue the WDP.
• f. To compile, process and prepare the Corporate Register for its operation territory.
• g. To make a report on the implementation of the Corporate Register and the issuance of the WDP in its area.
• h. To prepare the Implementing Apparatus, Supervisor and PPNS-WDP.
• i. To exert supervision and investigation in cooperation with the relevant authority.
• j. To provide information in the context of understanding and publicizing the WDP,
• k. To promote the benefit of corporate registration for the public and, business world.
• l. To provide copies and/or official quotations originating from the Corporate Register that have been approved by the Head of the Level II KPP as the Implementer and Executor of the Corporate Registration in the Level II territory.
• m. To provide services to the public and business world in the context of meeting the need for business information.
• n. To submit the reports as meant in Article 11, paragraph (3), every month.

(2) The working area of the Level II KPP includes the whole area of the local Level II Region.

CHAPTER IV
PROCEDURE FOR THE EXECUTION OF CORPORATE REGISTRATION

Part One
Corporate Registration

Article 15

(1) The Corporate Registration shall be carried out by the Owner or Management/Guarantor or lawful Proxy of the Company in the Level II KPP where the company is domiciled.

(2) The proxy as meant in paragraph (1) does not include the authority to sign the Corporate Registration Form.

Article 16

(1) The Corporate Registration shall be carried out by filling out a Corporate Registration Form, as stated in Attachment 3 of this Decree, which can be obtained freely from and shall be submitted directly to the Head of the local Level II KPP, by attaching the following documents :

• a. For a PT company:
• 1. The original and copy of the Company's Deed of Establishment and the data of the Company's Deed of Establishment known by the Department of Justice.
• 2. The original and copy of the Amendment to the Company's Deed of Establishment (if any).
• 3. The original and copy of the Decision on the Legalization of the Company as a Legal Corporation.
• 4. A copy of the Citizen Identity Card or Passport of the President Director or the Guarantor.
• 5. A copy of the Business Operation License or similar Certificate issued by the competent administration authority.
• b. For a Cooperative :
• 1. The original and copy of the Cooperative's Deed of Establishment.
• 2. A copy of the Citizen Identity Card of the Management.
• 3. A copy of the Decision on the Legalization of the Company as a Legal Body.
• 4. A copy of the Business Operation License or similar Certificate issued by the competent administration authority.
• c. For a CV:
• 1. The original and copy of the CV's Deed of Establishment (if any)
• 2. A copy of the Citizen Identity Card or Passport of the Guarantor/Management.
• 3. A copy of the Business Operation License or similar Certificate issued by the competent administration authority.
• d. For a Firm (Fa) :
• 1. The original and copy of the Firm's Deed of Establishment (if any)
• 2. A copy of the Citizen Identity Card or Passport of the Guarantor/ Management.
• 3. A copy of the Business Operation License or similar Certificate issued by the competent administration authority.
• e. For an Individual Company :
• 1. The original and copy of the Company's Deed of Establishment (if any)
• 2. A copy of the Citizen Identity Card or Passport of the Guarantor or Owner.
• 3. A copy of the Business Operation License or similar Certificate issued by the competent administration authority.
• f. For another Company:
• 1. The original and copy of the Company's Deed of Establishment (if any)
• 2. A copy of the Citizen Identity Card or Passport of the Guarantor of the Company.
• 3. A copy of the Business Operation License or similar Certificate issued by the competent administration authority.
• g. For a Company's Branch Office, Auxiliary Office and Representative Office:
• 1. The original and copy of the Company's Deed of Establishment (if any) or an Appointment Letter or a similar Letter certifying that it is the Company's Branch Office, Auxiliary Office or Representative Office.
• 2. A copy of the Citizen Identity Card or Passport of the Guarantor of the Company.
• 3. A copy of the Business Operation License or similar Certificate issued by the competent administration authority or by the Head Office of the Company concerned.

(2) The provisions meant in paragraph (1) shall also apply to the corporate registration of an Agent or Affiliated Company.

(3) The PT registration form as meant in paragraph (1), letter a, shall be signed by the Guarantor/President Director.

(4) The corporate registration forms for the companies as meant in paragraph (1), letters b, c, d, e, f, and g, shall be signed by the Management/Guarantor or Owner.

Article 17

(1) At the latest 10 (ten) working days after the receipt of the registration application and its supporting documents as meant in Article 16, paragraph (1), in complete and good condition, the Head of Level II KPP shall approve the Corporate Registration and issue the TDP.

(2) The TDP shall be issued by using forms as mentioned in Attachment IV to this Decree, the colors of which are:

• a. Pink for a PT
• b. Yellowich brown for a Cooperative
• c. Light blue for a CV
• d. Light green for a Firm (Fa)
• e. White for an individual entrepreneur
• f. Light purple for another company.

(3) The company whose registration has been approved, shall pay a WDP's administrative cost in accordance with the prevailing provision, and this shall be paid off before the TDP is issued.

Article 18

The company already receiving a TDP shall install the TDP in a place where it is easily read and seen by the public, and the TDP number shall be put on the company's name board and documents used in its business operations.

Article 19

The TDP is valid for 5 (five) years as from the date of issue and shall be renewed at the latest 3 (three) months before its expiry.

Article 20

(1) The Corporate Registration shall be rejected if the filling out of the corporate registration form is not yet correct and/or its supporting documents are not yet complete.

(2) The rejection as meant in Paragraph (1) shall be carried out by the Head of Level II KPP at the latest (5) working days after the receipt of the Corporate Registration Form, by mentioning the reasons in accordance with the example in Attachment V to this Decree.

(3) At the latest 12 (twelve) days after the receipt of the rejection letter, the company concerned shall make corrections and complete the unfulfilled requirements causing the rejection.

(4) If the company concerned does not make corrections nor fulfill the requirements as meant in paragraph (3), it shall make a re-registration in accordance with the provisions in Articles 15 and 16 of this Decree.

Part Two
Amendment, Renewal, Revocation and Abolishment

Article 21

(1) Every company making amendments to the items registered in accordance with the provisions in Articles 3 and 4, shall report to the Head of the local Level II KPP.

(2) The amendments as meant in paragraph (1) shall be made by way of filling out an Amendment Form, as stated in Attachment VI to this Decree, which can be obtained free of charge by attaching the following documents:

• a. For a PT company:
• 1. The Amendment to the Company's Articles of Association which needs approval from the Department of Justice :
• a) The original and copy of the Deed of Amendment to the Articles of Association and the Data of the Deed of Amendment to the Articles of Association known by the Department of Justice.
• b) The original and copy of the Approval for the Amendment to the Company's Articles of Association.
• 2. The Amendment to the Articles of Association which constitute a report to the Department of Justice :
• a) The original and copy of the Deed of Amendment to the Articles of Association.
• b) The original and copy of the Deed of Amendment to the Articles of Association
• c) The original and copy of the Report of the Data on the Deed of Amendment to the Company's Articles of Association known and accepted by the Department of Justice.
• 3. The Amendment to the Company's Management which must be notified to the Department of Justice:
• a) The original and copy of the Minutes/"Berita Acara" of the General Meeting of Shareholders on the Amendment to the Management or a sealed Notarial Deed of the Minutes/"Berita Acara" of the General Meeting of Shareholders.
• b) The original and copy of the TDP.
• c) The copy of receipt on the Notification of the amendment from the Department of Justice or the copy of receipt proving a postal despatch.
• b. For a Cooperative, CV, Fa, Individual, or another Company :
• 1. The original and copy of the Minutes, /"Berita Acara"/Similar Certificate of the Amendment to the items registered in the Corporate Register.
• 2. The original and copy of the TDP.

(3) The obligation to report the amendment as meant in paragraph (1) shall be carried out by at the latest 90 (ninety) days as from the date of amendment.

Article 22

(1) Amendments that can result in the replacement of TDP shall be as follows:

• a. Transfer of ownership or management of the company.
• b. Change of company's name.
• c. Change of form and/or status of the company.
• d. Change of company's address beyond the working area of Level II KPP.
• e. Change of main business activities.
• f. Amendment to Deed of Establishment or Articles of Association, explicitly for a PT company.

(2) The validity period of the TDP issued as a replacement TOP shall be until the expiry of the replacement TDP.

(3) At the latest 5 (five) working days after the application for an amendment, as meant in paragraph (1), has bee received completely and in good condition, the Head of Level II KPP shall issue the replacement TDP.

(4) An amendment beyond the items as meant in paragraph (1) shall need to be reported only to the Head of the local Level If KPP, a replacement of the TDP shall not be required.

(5) The Head of Level II KPP legalizes the amendment and records the amendment in the Corporate Directory.

(6) A company which fails to report the amendments of the items as meant in paragraph (1) shall render itself liable to the abolishment of the Corporate Register and the revocation of its TDP.

Article 23

(1) The renewal of TDP shall be carried out if the TDP has expired.

(2) The replacement of TDP shall be carried out if the TDP is lost or disfigured.

Article 24

(1) The renewal of TDP meant in Article 23, paragraph (1) shall be carried out according to the provisions in Articles 15 and 16 of this Decree, without attaching the supporting documents already submitted in the previous registration.

(2) The renewal as meant in paragraph (1), shall be submitted at the latest 90 (ninety) days before its expiry date by way of attaching the original expiring TDP.

(3) At the latest 5 (five) working days after the receipt of the application for the renewal of registration in correct and good condition, the Head of Level II KPP shall issue the TDP.

Article 25

(1) The replacement of the lost TDP as meant in Article 23, paragraph (2), shall be sought by the company concerned at the latest 90 (ninety) days as from the date of loss, by way of submitting a written application to the Head of Level II KPP, supported by a Letter certifying the said loss from the Police.

(2) The replacement of the lost TDP as meant in Article 23, paragraph (2), shall be sought by the company concerned at the latest 90 (ninety) days as from the date of loss, by way of submitting a written application to the Head of Level II KPP, supported by the original broken TDP.

(3) The TDP issued as replacement or duplicate shall be valid until the expiry of the lost or broken TDP.

(4) At the latest 5 (five) working days after the application for the replacement of the lost or broken TDP has been received in correct and good condition, the Head of Level II KPP shall issue the replacement or duplicate T

Article 26

The Corporate Register and the TDP shall be declared revoked, if the company concerned has evidently registered its corporate data incorrectly and/or has failed to comply with its business operation license or certificate equivalent thereto, by issuing a Decision of Revocation, in accordance with the example contained in Attachment VII of this Decree.

Article 27

(1) The company as meant in Article 26 shall seek re-registration in accordance with Articles 15 and 16 of this Decree, by submitting the revoked original TDP.

(2) The company as meant in Article 26 can file an objection to the Head of Level I KPP at the latest 12 (twelve) working days as from the receipt of the Revocation Letter, with copies to The Head of Central KPP and the Head of Level II KPP.

(3) The objection submitted as meant in paragraph (2), shall be responded by the Head of Level I KPP by issuing a Decision of either Rejecting or accepting the objection, at the latest within 5 (five) working days, in accordance with the example contained in Attachments VIII and IX of this Decree.

(4) If the Decision contains the rejection of the objection to the revocation of the Corporate Register, the company concerned shall re-registrate itself in accordance with the provisions meant in paragraph (1).

(5) If the Decision contains the acceptance of the objection to the revocation of the Corporate Register, the Head of Level II KPP shall, at the latest within 5 (five) working days, re-legalize the Corporate Register and issue the TDP already declared revoked.

(6) If the company is not satisfied with the Decision of the Head of Level I KPP as meant in Paragraph (3), it can file an objection to the local Arbitration Body.

Article 28

(1) The company is omitted from the Corporate Register if :

• a. there is a change of the Company's status; or
• b. there is dissolution of the Company; or
• c. the Company stops all its business operation; or
• d. the Company stops because its Deed of Establishment expires or terminates; or
• e. Perusahaan menghentikan kegiatannya/bubar berdasarkan Putusan Pengadilan Negeri yang telah mempunyai kekuatan hukum yang tetap.

(2) The TDP of a company which has been abolished from the Corporate Register, shall be declared no longer valid, and the company shall return its TDP to the KPP issuing it.

(3) Particularly for a PT company, if things as meant in paragraph (1), letters b to e, occur, the Liquidator concerned shall report and register in writing to the Head of Level II KPP by attaching its respective document :

• a. The Liquidation based on an underhand Resolution of the General Meeting of Shareholders :
• 1. The original and copy of the Minutes/"Berita Acara" of the General Meeting of Shareholders on the Liquidation of the Company.
• 2. The original and copy of the sealed Notarial Act on the Statement resolved by the General Meeting of Shareholders, in the Indonesian language, on the Liquidation of the Company.
• 3. The original TDP.
• b. The Liquidation based on the Resolution of the General Meeting of Shareholders in the presence of a Notary:
• 1. The original and copy of the "Berita Acara"/Minutes of a meeting executed by a Notary, in the Indonesian language, on the Liquidation of the Company.
• 2. The original of the TDP.
• c. The Liquidation based on the Stipulation of a District Court :
• 1. The original and copy of a District Court's Stipulation having a permanent judicial effect.
• 2. The original and copy of the Sealed Notarial Act on Company Liquidation, in the Indonesian language
• 3. The original TDP.

(4) For a Cooperative, CV, Fa, Individual company, and another type of company, if things as meant in paragraph (1) occur, the Owner, Management or Guarantor of the company concerned, shall report in writing to the Head of Level II KPP by attaching the copy of the Deed of Liquidation or a Certificate equivalent thereto and the original TDP.

(5) To the company which fails to report or register the things as meant in paragraph (1), the Head of the Level II KPP shall give a reminder at the very most 3 (three) times consecutively, each with an interval of 1 (one) month.

(6) At the latest 5 (five) working days as from the termination of the third reminder, the Head of Level II KPP, shall exercise the abolishment of the intended company from the Corporate Register by recording it in the Corporate Directory and stipulating a Decision on its Abolishment according to the example contained in Attachment X of this Decree.

(7) The Head of Level II KPP shall announce the abolishment as meant in paragraph (6) through the KPP's Official News.

Article 29

(1) The registration for the liquidation of a PT company, which was established before the enforcement of the Law on PT and has not yet adjusted itself to the Law on PT and has not yet exercised the Obligation of Corporate Registration on the basis of the UU-WDP, shall be preceded by corporate registration as regulated in Article 2, paragraph (1).

(2) Only after carrying out the obligation of corporate registration as meant in paragraph (1), can the Company exercise the registration for the PT's liquidation.

(3) The registration for the liquidation of a PT company, as meant in paragraph (2) shall be supported by the following documents :

• a. The original and copy of the Company's Deed of Establishment.
• b. The original and copy of the Decision on the Legalization of the Company as a Legal Corporation.
• c. The original and copy of the sealed Notarial Act on the Statement resolved in the Meeting or a sealed Notarial Act on the "Berita Acara" / Minutes of Meeting, in the Indonesian language, on the Liquidation of the Company.

(4) Based on the registration for the liquidation of a PT company, as meant in paragraph (2), the Head of Level II KPP shall issue a Decision on the Liquidation of the PT company, in accordance with the example contained in Attachment XI of this Decree.

Article 30

Every original document required for corporate registration or amendment to Corporate Register or liquidation of company, shall be returned to the company concerned, if the copy document has been examined and corresponds with its original.

Part Three
Corporate Information Service

Article 31

(1) The KPP presents Corporate Register as official information source to all parties concerned.

(2) The information as meant in paragraph (1), shall be an open one and every party shall be given opportunity to look at it and ask for it in the form of a Copy, an Official Quotation and a processed corporate data.

(3) Every application for information in the form of Copy and Official Quotation as meant in paragraph (2), shall be charged according to the provisions in force.

Part Four
Objection of Third Party

Article 32

(1) Every third party concerned can file a written objection of the items registered in the Corporate Register by mentioning its reasons.

(2) The objection as meant in paragraph (2), shall be submitted to the Head of Level I KPP, with copies to the Head of Central KPP and the Head of the Local Level II KPP issuing the TDP.

(3) Based on the objection filed by the third party as meant in paragraph (2) :

• a. the Head of Level I KPP shall summon and ask for a complete information from the third party.
• b. the Head of Level I KPP, apart from summoning and asking for a complete information from the. third party, shall also treat the company concerned equally.
• c. the summons as meant in letters a and b shall be exercised at the very most 3 (three) times, by using an invitation letter according to the example contained in Attachment XII to this Decree.

(4) The Head of KPP can assign an official supervising the implementation of corporate registration, to ask for the information as meant in paragraph (3).

(5) The information from each party as meant in paragraph (3) shall be formulated in the Minutes ("Berita Acara") according to the example contained in Attachment XIII of this Decree.

(6) Based on the Minutes as meant in paragraph (4), the Head of Level I KPP shall issue a Decision for the rejection or acceptance of the objection according to the example contained in Attachments XIV and XV of this Decree.

(7) The minutes as meant in paragraph (5) shall be sent to the parties concerned.

Article 33

(1) If the Decision contains the rejection of the objection filed by the third party as meant in Article 32, paragraph (6), the Corporate Register of the company concerned shall remain valid.

(2) If the Decision contains the acceptance of the objection filed by the third party as meant in Article 32, paragraph (6), the Company shall be abolished from the Corporate Register, or shall be obliged to seek correction.

Article 34

If the parties concerned, have objection to the Decision as meant in Article 33, they can file an objection to the local Arbitration Body, at the latest 10 (ten) days as from the receipt of the decision.

Article 35

(1) If the Arbitration Body accepts or rejects the objection filed by the parties as meant in Article 34, the Head of Level II KPP shall execute the Arbitration Body's Decision having a permanent judicial effect.

(2) Based on the Arbitration Body's Decision as meant in paragraph (1), the Head of Level II KPP shall abolish the corporate data from the Corporate Register or shall oblige the company concerned to seek correction of the data in the Corporate Register or shall justify the registration carried out by the company concerned.

CHAPTER V
SUPERVISION AND INVESTIGATION

Article 36

(1) The Supervision and Investigation in the implementation of the UU-WDP shall be carried out by the Supervising Official of the WDP and/or the PPNS-WDP.

(2) The Minister proposes the appointment and relief of the PPNS-WDP to the Minister of Justice.

(3) The Heads of Central KPP, Level 1 KPP, and Local Level II KPP shall respectively appoint and relief the Supervising Official of the WDP in their respective working area.

Article 37

(1) The Supervisor of WDP as meant in Article 36, paragraph (3), shall have the function of supervision through observation, investigation and monitoring of a company which has not yet exercised, is exercising, and has exercised the corporate registration.

(2) The PPNS-WDP as meant in Article 36, paragraph (2), apart from acting as Supervisor as meant in paragraph (1), shall also have the duty and function of investigating the violation of UU-WDP and its implementing regulations.

Article 38

(1) The supervision of company as meant in Article 37, shall practically follow the General Guidelines of Supervision as contained in Attachment XVI to this Decree.

(2) The investigation of the law breaker of UU-WDP can only be carried out by the PPNS-WDP, and in realizing it, the guidelines to be followed, shall be the Joint Instruction of the Indonesian Minister of Trade and the Head of the Indonesian Police No. 32/INS/M/VIII/90 and INS/04/VIII/90 on the Guidelines for Cooperation in Implementing the Investigation of Criminal Acts in the Framework of Corporate Registration.

CHAPTER VI
OTHER PROVISIONS

Article 39

(1) The implementation of Corporate Registration and the Issuance of TDP a Level II Sampling Region as meant in Government Regulation No. 8/1995 on the Transfer of Part of Administration to 26 (twenty-six) Level II Sampling Regions, shall be executed by the Head of the local Level I KPP.

(2) The Head of Level I KPP in implementing Corporate Registration as meant in paragraph (1), can appoint the nearest Office of the Department of Industry and Trade.

(3) In implementing and executing Corporate Registration as meant in paragraph (1), the Head of Level I KPP shall be accountable to the Head of Central KPP.

CHAPTER VII
SANCTION

Article 40

(1) A company not meeting the provisions as meant in Articles 2 and 5 of this Decree, shall be imposed on a criminal sanction in accordance with the provisions regulated in Article 32 of the UU-WDP.

(2) A company not meeting the provisions as meant in Articles 3, 4, 26 and 27 of this Decree, shall be imposed on a sanction in accordance with the provisions stipulated in Article 33 of the UU-WDP.

(3) A company not meeting the provisions as meant in Articles 16, 19, 17 paragraph (3), 20, 21, 22, 23, 24, 25, 28 paragraphs (3) and (4), and 33 paragraph (2) of this Decree, shall be imposed on a sanction in accordance with the provisions regulated in Article 34 of the UU-WDP.

Article 41

(1) If the criminal act as meant in Article 40 of this Decree is committed by a legal body, the prosecution of committing the crime and the punishment shall be imposed on the management or the proxy of that body.

(2) The provisions as meant in paragraph (1) shall also be equally applied to a legal body acting as the proxy of another legal body.

CHAPTER VIII
TRANSITIONAL REGULATION

Article 42

(1) For a company already owning a TDP before the enforcement of this Decree and its period of validity has not yet elapsed, the TDP shall be declared as remaining valid, and at the time of its renewal, the company concerned shall comply with the provisions as meant in this Decree.

(2) With the stipulation of this Decree, the existing technical guidelines in force and not contrary to this Decree, shall be declared as remaining valid, as long as they have not yet been replaced on the basis of the Decree.

CHAPTER IX
CLOSING

Article 43

The practical guidelines on the implementation of this Decree shall be further stipulated by the Directorate General of Domestic Trade.

Article 44

This Decree comes into force 6 (six) months after the date of stipulation.

For public cognizance, let this Decision be announced by publishing it in the State Gazette of the Republic of Indonesia.

Stipulated in Jakarta
on February 16, 1998
THE MINISTER OF INDUSTRY AND TRADE
sng
T.ARIWIBOWO