After the Foreign Investment Company (“PT PMA”) has been approved by Ministry of Laws and Human Rights (“MoLHR”), it means that PT PMA is duly established in Indonesia. PT PMA should take the following obligations.
There are several corporate actions must be conducted by PT PMA. PT PMA must held First Meeting of the Shareholders, Directors and Commissioners. The Shareholders should confirm that the appointment of members of the Board of Directors (“BoD”) and Board of Commissioners (“BoC”) and together with the Directors and Commissioners approve all action conducted in the name of PT PMA prior to MoLHR approval of the Deed of Establishment. The founding Shareholders do not oblige with the actions that not approved.
Further the resolution must be agreed, if the Directors are to be indemnified by the Shareholders for corporate action prior to publication of Deed of Establishment.
PT PMA also must prepare the Share Certificates, the Shareholders Registry and the Special Registry,
PT PMA must submit periodic reports to the Coordinating Investment Body (“BKPM”) describing the actual operations conditions of its company in the standard form of BKPM. That report is called Report of Capital Investment Activity (“Laporan Kegiatan Penanaman Modal or LKPM”).
If PT PMA has not obtained the Permanent Business License (“Izin Usaha Tetap or IUT”), PT PMA must submit LKPM every six (6) months e.g. first period January 1 to June 30 and second period July 1 to December 31. The submission must be made no later than one (1) month after the end of each period.
If PT PMA has obtained IUT, PT PMA must submit LKPM annually. The submission must be made no later than January 31 of the following year.
Permanent Business License
The Initial Investment Approval only serves as a temporary operating license until PT PMA reaches the commercial operation or commercial production. At that time, PT PMA must submit IUT application to BKPM. After PT PMA obtains IUT, PT PMA is authorized to operate for a period of 30 years.
PT PMA may be required to conduct analysis of the business’ impact on the environment (AMDAL) before PT PMA may conduct its business activities. However, this obligation depends on PT PMA’s type of business activities.
AMDAL is one of the required documents to obtain IUT. PT PMA must submit environmental management (RKL) and environmental monitoring plan (RPL) to BKPM. The RKL and RPL also must be submitted to the relevant authorities where the property or project is located.
If a business activity is deemed to cause insignificant adverse effect on the environment, PT PMA is required to submit environmental management effect (UKL) and an environmental monitoring effort (UPL).
PT PMA must report to the relevant regional office of the Ministry of Manpower (“MoM”) regarding its employees within the period of 30 days from the date of establishment of PT PMA. The manpower report is in the standard form of MoM. Moreover, PT PMA must prepare an annual report of its employees after the commencement of its commercial production.