a. that to create conducive business climate to push an increase of investment, it needs amendment to provision about method of company registration;
b. that it needs to outline a method of company registration as an effort to improve primary service to the business sector;
c. that based on consideration as intended in paragraphs a and b, it is necessary to stipulate Regulation of the Minister of Trade;
1. Law No. 3/1982 concerning Obligation of Company Registration (Statute Book No. 7/1982, Supplement to Statute Book No. 3214);
2. Law No. 32/2004 concerning Regional Administration (Statute Book No. 125/2004, Supplement to Statute Book No. 4437) as amended by Law No. 8/2005 concerning Government Regulation in lieu of Law No. 3/2005 concerning Amendment to Law No. 32/2004 concerning Regional Administration into Law (Statute Book No. 108/2005, Supplement to Statute Book No. 4548);
3. Law No. 25/2007 concerning Investment (Statute Book No. 67/2007, Supplement to Statute Book No. 4724);
4. Law No. 29/2007 concerning Administration of Jakarta Province as the Capital of the Republic of Indonesia (Statute Book No. 93/2007, Supplement to Statute Book No. 4744);
5. Law No. 40/2007 concerning Limited Company (Statute Book No. 106/2007, Supplement to Statute Book No. 4756);
6. Government Regulation No. 39/2003 concerning Tariff for Non Tax State Income (PNBP) at the Ministry of Industry and Trade (Statute Book No. 80/2003, Supplement to Statute Book No. 4303);
7. Government Regulation No. 38/2007 Concerning Division of Administration Among Centre Government, Province and Regency/City Government (Statute Book No. 82/2007, Supplement to Statute Book No. 4737);
8. Presidential Decree No. 53/1988 concerning Business or Activities Excluded from Obligation of Company Registration;
9. Presidential Decree No. 187/M/2004 concerning Formation of United Indonesia Cabinet as amended several times, the latest by Presidential Decree No. 171/M/2005;
10. Presidential Regulation No. 9/2005 concerning Position, Duty, Function, Authority, Structure and Work Order of the Ministry as amended the latest by Presidential Regulation No. 94/2006;
11. Presidential Regulation No. 10/2005 concerning Organization and Duty of First Echelon of State Ministry as amended the latest by Presidential Regulation No. 17/2007;
12. Presidential Regulation No. 76/2007 concerning Criteria and Requirement on the Formation of Public and Non Public Business with Investment Requirement;
13.Presidential Regulation No. 77/2007 concerning List of Public and Non Public Business Investment Requirement;
14. Decree of the Minister of Trade No. 101/KP/I/95 concerning Proposal on the Appointment, Dismissal and Mutation of Government Employee Investigator at Ministry of Trade Environment;
15. Regulation of the Minister of Trade No. 01/M-DAG/PER/3/2005 concerning Organization and Working Arrangement of the Ministry of Trade as amended several times, the latest by Regulation of the Minister of Trade No. 22/M-DAG/PER/5/2007;
REGULATION OF MINISTER OF TRADE CONCERNING COMPANY REGISTRATION ORGANIZATION
In this Ministerial Regulation:
1. List of company is list of official record based on provisions in Law No. 3/1982 concerning Obligation of Company Registration further called UU-WDP and/or applicative regulation and consisting of items must be registered by each company and authorized by official from the Office of Company Registration.
2. Company's Registration Certificate further called TDP is sign of authorization presented by Office of Company Registration to company that has made company registration.
3. Form of company registration is a list comprises data of company filled out and signed by owner, executive and accountable official to get TDP.
4. Sub company is company owned completely or partly which is managed or supervised by other company that generally owns all or part of shares put on the sub company.
5. Branch of Company office is a company, which is a unit or part of the main company whose locations can be in different places and can be autonomous or operate the activities of the main company.
6. Company's Agent is company with authority to carry out all or part activities of other company with affiliation or agreement.
7. Representative of Company is company that represent main office to operate activities and/or executive organization with a designated authority.
8. Sub Branch of Company is a company dealing with part of duties of the main office.
9. Individual company is a company belongs individual who acts as company to take care and to manage and to supervise directly the company its own company and not a legal entity or a consortium.
10. License is a technical license or an explanation letter equalize with it published by the authorized institution and given to businessperson to run business activities.
11. Company registration office further called KPP is a unit of organization with duty and responsibility as organizer of company registration setup by minister.
12. Civil investigator for company registration further called PPNS-WDP is civil investigator that works on technical unit with duty and responsibility in organizing company registration in the area of KPP, which is appointed and given authority to do supervision and investigation into misconduct in the field of company registration based on a ministerial decree whose has duty and responsible in law and legislation.
13. Remote area is a sub-district area geographically difficult to reach and is accessible only by plane or ship.
14. TDP Issuer Official is Head of Agency that has duty and responsibility in trade sector in the area of work or official with duty and responsibility in organizing One Door Integrated Service or other official assigned based on his Ministerial Regulation.
15. Director is Director of Business Management and Company Registration, Directorate General of Domestic Trade, Ministry of Trade.
16. Director General is Director General of Domestic Trade at Ministry of Trade.
17. Minister is Minister who has duty and responsibility in Trade.
(1) Each company which is a Limited Company (PT), Cooperatives, Company Union (CV), Firm (Fa), Individual, other forms (BUL), including Foreign Company of Main Office, Branch Office, Company's Agent and Company's Representative located and run business in Indonesia shall be registered in the list of company.
(2) Company as intended in paragraph (1) shall register in the list of company within 3 (three) months since company runs business.
(1) Company registration is made at KPP in the regency/city/municipality of the location of its company.
(2) Company registration as intended in paragraph (1) is made at local Agency whose duty and responsibility in trade sector or official with duty and responsibility in One Door Integrated Service.
(1) Company or business activity excepted from obligation of company registration b as intended in Article 2 paragraph (1) consisting of:
(2) Individual small company as intended in paragraph (1) b consisting of:
(3) Provision on which business or activity that is exempted from obligation of company registration except from business or activity as intended in paragraph (1) c determined by Minister, after listening to consideration from minister that deals with business or activity.
(4) Company as intended in paragraph (2) can be registered in the list of company and has a right for TDP, if required by related company for certain purpose.
(1) Minister has authority to regulate organizing of company registration and setting of location as well as structure of KPP.
(2) Minister delegates authority to:
(3) Minister delegates authority to:
(4) Governor delegates authority to Head of Agency whose duty and responsibility in trade sector as Head of Provincial KPP in coordinating organization of company registration in the province and as organizer of company registration in the province.
(5) Regent/Mayor, except Jakarta delegates authority of TDP issuance to Head of Agency with duty and responsibility in trade sector or official with duty and responsibility in One Door Integrated Service.
(6) Especially for remote area, Regent/Mayor may delegate authority of TDP issuance to Head of District.
Official with duty and responsibility in One Door Integrated Service or other official assigned by this minister regulation, in issuing TDP shall coordinate with local office with duty and responsibility in trade sector.
(1) Central KPP has the duty:
(2) KPP in the province has the duty:
(3) KPP in the Regency/City/Municipality has the duty:
(4) In case where the company registration is conducted by One Door Integrated Service, the company registration shall be reported to local office with duty and responsibility in trade sector.
(1) Report of company registration at central level shall be submitted to the Minister via director general per year, in the provincial level to the governor with a copy to central KPP per semester and in Regency/City/Municipality submit report of company registration to the regent/mayor with a copy to KPP in the province and central KPP per month.
(2) Company registration organizer at Regency/City/Municipality level shall submit report of the registration to central and provincial KPP including:
(3) The submission of report as intended in paragraph (2) a can be carried out manually or electronically:
(1) The company registration is carried out by owner, executive or official accountable or representative to KPP at Regency/City/Municipality the location of the company.
(2) Representative as intended in paragraph (1) excluded the authority to sign form of registration.
(3) Registration shall be made by filling out registration form in attachment II A thru attachment II F of this Ministerial Regulation submitted to Head of Regency/City/Municipality by enclosing document as intended in attachment III of this Ministerial Regulation.
(4) Company registration for agent or sub-company shall follow provision in paragraph (3) according to the type of business.
(5) Registration form for Limited Company (PT) is signed by executive or official accountable [or it.
(6) Registration form for Cooperatives, business union (CV), firm (Fa), individual and other form is signed by owner, executive and official accountable.
(7) Head of KPP in the Regency/City/Municipality validate the company registration and issue TDP no later than 3 (three) days since the registration form and document as intended in paragraph (3) accepted completely.
(8) Registration as intended in paragraph (7) costs Rp. 0 (nil).
(9) TDP issued based on type of company by using colourful form enclosed in attachment IV.A to attachment IV.F of this Ministerial Regulation.
(10) Company that has received TDP shall put TDP on a place easily read or seen by people and number of TDP shall be put on board and document of company.
(11) TDP is effective for 5 (five) years since the date of issuance and shall be renewed no later than 3 (three) months before the expiry date.
(12) Rejection of registration occurs when the form is not properly filled and/or the document is not complete.
(13) Rejection as intended in paragraph (12) is submitted by KPP in the Regency/City/Municipality in written to the company no later than 3 (three) days since the acceptance of the registration form with reason of rejection by using rejection letter on attachment V of this Ministerial Regulation.
(14) In case company as intended in paragraph (13) within 10 (ten) days after accepting the rejection letter cannot make correction and/or complete the document, shall re-registration by filling out registration form in attachment II.A to Attachment II.F of this Ministerial Regulation.
(15) Renewal of TDP as intended in paragraph (11) is carried out by filling out registration form as set out in attachment II.A to attachment II.F of this Ministerial Regulation by enclosing original document TDP that will be renewed, without enclosing document of requirement presented during the previous registration.
(16) Head of KPP in Regency/City/Municipality issues TDP no later than 3 (three) days since the acceptance of a proper and complete proposal for renewal.
(17) The renewal of TDP as intended in paragraph (16) is charged with administrative fee.
(1) Every company that makes changes into registered data shall report change of data to KPP in Regency/City/Municipality by filling out registration form as intended in Attachment II.A to Attachment II.F of this Ministerial Regulation and enclose document put in Attachment VI of this Ministerial Regulation.
(2) Obligation to report data changes as intended in paragraph (1) is carried out by:
(1) Changes that can cause substitution of TDP are as follow:
(2) The effectiveness of TDP issued as substitute shall be until the end of TDP being substituted.
(3) Head of KPP in Regency/City/Municipality issue TDP substitute no later than 3 (three) days since the proposal for changes accepted properly and completely.
(4) Changes beyond provision in paragraph (1) shall be reported to Head of KPP in Regency/City/Municipality and shall not require substitution of TDP.
(5) Head of KPP in Regency/City validate changes and record changes as as intended in paragraph (4) in company main book.
(6) Company that does not report changes as in paragraph (1), its company list omitted, its TDP declared invalid and it faced sanction based on provision in UU-WDP.
Company list and TDP declared invalid, in case the company is proven registering its company incorrectly and/or not compliance with technical permit or a letter equalize to that, by issuing Decree of Cancellation by using form in Attachment VII of this Ministerial Regulation.
(1) Company as in Article 12 shall make re-registration according to provision in Article 9 paragraph (1) to paragraph (8) by enclosing original TDP that has been cancelled.
(2) Company as as intended in Article 12 may submit objection with reasons to Head of KPP in province no later than 10 (ten) days since cancellation with copy to Head of Central KPP and KPP in Regency/City/Municipality.
(3) To the objection in paragraph (2), Head of KPP Province no later than5 (five) days since the submission of objection issue a decision on rejection or acceptance by using a form in Attachment VIII and Attachment IX of this Ministerial Regulation.
(4) To the decision that comprises rejection to the objection of cancellation of company list, the company shall make re-registration according to provision in paragraph (1).
(5) The decision that comprises acceptance to objection of cancellation of company list, Head of KPP in Regency/City/Municipality no later than 3 (three) days since the decision, validate the company list and issue rightful TDP.
(6) In case company cannot accept the decision of Head of KPP in Province as in paragraph (4), the company may submit objection to local court.
(1) Company is omitted from the list of company if the following occur:
(2) For company that has been omitted from the list of company, the TDP is no longer effective and the company shall return the original TDP to the office that issues TDP.
(3) For PT company, if anything in paragraph (1) letter b to e occur, the liquidator no later than 3 (three) months since the information on company suspension to the Minister dealing with law and legislation accepted, shall report the suspension to Head of KPP in Regency/City/Municipality by enclosing the following document:
(4) For cooperatives, CV, Fa, Individual and other form of business, in case anything in paragraph (1) occur, owner, executive and person accountable, shall report in written to Head of KPP in Regency/City/Municipality since date of suspension or termination of business by enclosing the following:
(5) To the company that does not report or register anything in paragraph (1), Head of KPP in Regency/City/Municipality shall give caution 3 (three) times the most with one month interval.
(6) No later than 3 (three) days since the expiry of the third warning Head of KPP in Regency/City/Municipality make omission of company from the list of company by recording on company main book and declare in the decision of omission with reference to example in Attachment X and Attachment XI of this Ministerial Regulation.
(7) Head of KPP in Regency/City/Municipality make announcement of decision of omission as intended in paragraph (6).
The original document required in the process of company registration, change of company list or suspension of company, shall be returned to the company if copy of document has its legality checked.
(1) TDP, which is lost or damaged, shall get substituted no later than 3 (three) months since date of losing or unreadable by submitting proposal to KPP.
(2) Proposal for substitution of TDP which is lost is submitted by enclosing a letter explaining the lost from the police and of TDP which is damaged by enclosing the original.
(3) The effectiveness of TDP substitute is similar with that of the substituted.
(4)The issuance of TDP substitute is made no later than 3 (three) days since the proposal for substitution is accepted.
(1) KPP present company information as source of official information for interested side.
(2) Information as in paragraph (1) is open and everyone has opportunity to see and ask for information in the form of official copy.
(3) For any demand of information in the form of official copy and/or original as in paragraph (2) gets administrative charge.
(1) Every interested third party can submit objection in written to data registered in company list by mention ma reasons to Head of KPP in Regency/City/Municipality with copy to Head of KPP in Province and Central KPP.
(2) Based on objection of the third party as in paragraph (1), Head of KPP in Regency/City/Municipality may summon the third party and the related company 3 (three) times at most to produce broad explanation through summonses by using form in Attachment XII of this Ministerial Regulation.
(3) Head of KPP in Regency/City/Municipality can appoint official the duty and responsibility of which in company registration to pursue information as in paragraph (2).
(4) Explanation from each party as in paragraph (3) is put in a dossier by using form as in Attachment XIII of this Ministerial Regulation.
(5) Based on dossier as intended in paragraph (4), Head of KPP in Regency/City/Municipality issues decision to reject or accept objection submitted to parties by using form in Attachment XIV and XV of this Ministerial Regulation.
(1) In case the decision as in Article 18 paragraph (5) comprises rejection to objection, the list of company is declared effective.
(2) In case the decision as in Article 18 paragraph (5) comprises acceptance of objection TDP on behalf of company declared invalid and executive of the company shall make re-registration with 12 (twelve) days since the decision being accepted.
(3) In case both parties state objection to decision of KPP in Regency/City/Municipality, can submit objection to local court no later than 10 (ten) days since the decision being accepted.
(1) In case the court accept or reject the objection submitted by parties as in Article 19 paragraph (3), Head of KPP in Regency/City/Municipality follow the rule in of the court.
(2) Based on court ruling as intended in paragraph (1), Head of KPP in Regency/City/Municipality makes omission of company data from company list require related company to correct data on company lost or verify the registration of the related company.
(3) Head of KPP in Regency/City/Municipality announce the decision as in paragraph (2) on the information board, print media or visual media.
(1) Supervision into company in implementation of UUWDP is made by PPNS-WDP anti/or official assigned for supervision.
(2) Implementation of investigation into violation of UUWDP is made by PPNS-WDP.
(3) Minister propose the appointment and dismissal of PPNS-WDP to the Minister dealing with law and legislation.
(4) Governor or Regent/Mayor put PPNS-WDP appointed by Minister dealing with law and legislation on legislation unit working on company registration.
Investigation into violator of UU-WDP is made by PPNS-WDP with guideline on Joint Instruction of the Minister of Trade and Police Chief No: 32/IS/M/VIII/90 and No. INS/04/VIII/90 concerning Directive of Cooperation on Investigation into Crime in Company Registration Obligation.
(1) Every company that makes renewal of TDP is charged with administrative fee the highest amount is:
(2) The amount of administrative fee for renewal of TDP for state company and regional company is adjusted with the form of company and provision as intended in paragraph (1).
(3) Administrative-fee for renewal of TDP in KPP In Regency/City/Municipality is set in Regional By law, Decree of Regent/Decree of Maror by referring to the amount in paragraph (1).
(4) The administration in the province or Regency/City/Municipality shall put the amount of fee as in paragraph (1) on information board put on every local office the duty and responsibility of which in trade sector or one door integrated service.
(1) Every request for company information is charged as follow:
(2) Charge of company information as in paragraph (1) at Central KPP is set based on existing laws and legislations.
(3) Administrative fee for each request of information such as official copy, official quote of company list or information book from assessment to KPP in Regency/City/Municipality is set with Regional Regulation/Decree of Regent/Decree of Mayor with reference to the amount of fees in paragraph (1).
(1) In a case of the establishment of new province, regency or municipality, local office dealing with trade that is already setup shall report information on the establishment to KPP Centre to get area code for numbering in TDP issuance.
(2) For company that has already got TDP before the establishment of new territory, shall made change and/or renewal of TDP at KPP in Regency/City according to location.
(3) To ensure availability of company information in the national union of company information, each development of computerized system shall be adjusted with WDP application program of KPP Centre.
(4) Acceptance and management of WDP administrative fee and company list information fee is made based on existing laws and regulations.
Applicative provision or technical guideline on the issuance of TDP is set by Director General of Domestic Trade.
(1) Company that violates provisions in Article 2 paragraph (1) and paragraph (2), Article 9 paragraph (14), Article 13 paragraph (1) or paragraph (4) and Article 19 paragraph (2) is charged with sanction stipulated in Article 32 of Law No. 3/1982 concerning Company Registration Obligation.
(2) Company that fulfil provision in Article 12 is charged with sanction in Article 33 of Law No. 3/1982 concerning Company Registration Obligation.
(3) Company that does not meet provision in Article 9 paragraph (11) or paragraph (14), Article 10, Article 14 paragraph (2), paragraph (3) or paragraph (4), is charged with sanction in Article 34 of Law No. 3/1982 concerning Company Registration Obligation.
CHAPTER X
TRANSITORY PROVISION
(1) For company that has had TDP before the implementation of this Ministerial Regulation, its TDP is declared valid until its expiry.
(2) Registration or renewal of TDP after the stipulation of the Ministerial Regulation is made based on this Ministerial Regulation.
At a time this Ministerial Regulation is effective:
are revoked and declared null.
This Ministerial Regulation is come into force since the date of stipulation.
For public cognizance, this Ministerial Regulation shall be promulgated by placing it in the State Gazette of the Republic of Indonesia.
Stipulated in Jakarta
September 4, 2007
MINISTER OF TRADE OF THE REPUBLIC OF INDONESIA
signed,
MARI ELKA PANGESTU