“A Deposit slip is mandatory to be reported to the Ministry of Law and Human Rights upon the establishment process of PT PMA within 60 days since the Company’s Establishment Deed.”
In February 2021, the Government has stipulated Government Regulation No. 8 of 2021 on Authorized Capital of Limited-Liability Company and Establishment Registration, Alteration, and Dissolution that Fulfill Requirements for Small-Medium Enterprises (“GR 8/2021”) as one of the implementation regulations of Omnibus Law. GR 8/2021 has made deposit slip is mandatory to be reported to the Ministry of Law and Human Rights (“MoLHR”) upon the establishment process of Limited-Liability Company, including the Foreign Direct Investment Company (“PT PMA”).
Capital of the Limited- Liability Company (“Company”)
Law No. 40 of 2007 on Limited-Liability Company (“Company Law”) defines authorized capital as the part of the Company which divided into shares. Furthermore, at least 25% of authorized capital must be placed and fully paid as Paid-Up Capital. The deposit of Paid-Up Capital itself must be proofed by a valid deposit slip.
As for PT PMA, the minimum amount of paid-up capital is IDR 2,5 billion. However, the investment realization must exceed IDR 10 billion for each business activity, exclude the value of land and building.
Deposit Slip of the Company
The valid deposit slip has defined by Company Law as the deposit proof of shareholders to the Company’s bank account, data from the audited financial report, or Company’s balance sheet that signed by the Board of Directors and the Board of Commissioners.
Moreover, Regulation of Ministry of Law and Human Rights No. 4 of 2014 on Authorization Procedures of Legal Entity, Alteration of Company’s Articles of Association, and Notification of Articles of Association’s Alteration and Company’s Data with its latest amendment No. 14 of 2020 (“RM 4/2014”) has specified Company’s capital deposit proof as follow:
- Deposit slip or bank statement on behalf of Company’s account or; joint account of the founders; or statement letter of Company’s capital deposit, which signed by all of Board of Directors, Board of Commissioners, and Founders, if a capital deposit is in the form of money.
- Appraisal statement letter from unaffiliated experts or purchase proof if the capital deposit in the form other than money, accompanied by the announcement in the newspaper, in the deposit is in the form of an immovable object.
- Government Regulation and/or Finance Minister Decree for Stated-Owned Enterprise or Local Government Regulation.
- The balance sheet of consolidating Company or balance sheet from a not-legal entity that is included as a capital deposit.
Following the promulgation of GR 8/2021, the interpretation of “the valid deposit slip” is yet to be further explained as prior stipulated in RM 4/2014. Nevertheless, there is the possibility that MoLHR will stipulate the implementation regulation of GR 8/2021 to clarify the definition of valid deposit slip itself.
Obligation to Report the Deposit Slip to the MoLHR
GR 8/2021 stated that the valid deposit slip must be reported to the MoLHR through an electronic system, which usually can be accessed by a notary, at least 60 days starting from the date of:
- Company’s Establishment Deed; or
- Incorporation Statement for Individual Company.
Currently, the related regulation does not stipulate the specific sanction if the valid deposit slip is not reported to the MoLHR. Nevertheless, and based on the practice, if Company has amended articles of association later and did not report the valid deposit slip upon its establishment, the amendment cannot be approved and authorized by MoLHR through the system.
Author: Kristalia Andiani Puteri