Buying a Business in Indonesia: Shares, Assets and Licences
Shares or assets? See what comes with each when buying a business in Indonesia, and what changes for a foreign buyer: licences, land, staff and tax.
References (10)
- UU No. 40 Tahun 2007 (the Company Law), as amended by UU No. 6 Tahun 2023. Article 1, point 1: a PT is a legal entity. Article 102(1) and (3): the directors need the shareholders’ approval to transfer more than half of the company’s net assets, unless it is part of carrying on the company’s business under its articles of association. Article 125(1) and (3): an acquisition is a taking of shares that results in control passing. Article 127(2): the announcement, and written notice to employees.
- PP No. 28 Tahun 2025 on risk-based business licensing. Article 1, points 3 and 12: a business licence is given to a business and the NIB is its identity. Article 206(1), (2), (4) and (5): every business holds one NIB, which also serves as its importer identity and its social-security registration. Article 27(1) and (2)(c): the spatial approval for a site that passes to a new business in the same line.
- Permeninves/BKPM No. 5 Tahun 2025, in force 2 October 2025. Articles 225(3) and 226(4): changes made outside OSS are brought into it, and shareholder data are validated against the Ministry of Law. Article 227(2)(a) and (6): a domestic company that sells shares to a foreign buyer becomes a PT PMA and adjusts to the investment and capital rules. Article 26(2) and (10): the investment value and the paid-up capital.
- Perpres No. 10 Tahun 2021 on investment business fields, as amended by Perpres No. 49 Tahun 2021. Article 6(3): a condition applies only to the business field named in the list. Article 6(5)(b): on an acquisition in a restricted field, the foreign-ownership limit in the acquired company’s business licence applies. Article 7(2): foreign investment is made through a PT.
- UU No. 25 Tahun 2007 (the Investment Law), Article 33(1) and (2): an agreement or statement that shares are held for and on behalf of another person is prohibited and void.
- PP No. 18 Tahun 2021 on land rights. Articles 19, 34 and 49(2)(b): an Indonesian company may hold HGU, HGB and Hak Pakai. Articles 30(2), 45(2) and 60(2): each of those rights can be transferred to another party.
- UU No. 13 Tahun 2003 (the Manpower Law), Article 61(2) and (3), as amended by UU No. 6 Tahun 2023: employment does not end when the business passes by sale, and the new owner takes on the workers’ rights.
- UU KUP (General Tax Provisions) as amended by UU No. 7 Tahun 2021, Article 13(1): the five-year period for a tax assessment.
- PMK No. 81 Tahun 2024, Article 239(1) and (4): on a sale of shares by a seller abroad, the buyer withholds the tax, or the company where the buyer is also foreign.
- Peraturan KPPU No. 3 Tahun 2023, in force 31 March 2023. Articles 2(2), 3(1), 6(1) and 7(1): a notification to the competition commission within 30 working days, only above IDR 2.5 trillion of assets or IDR 5 trillion of sales. PP No. 57 Tahun 2010, Article 5, sets the same values.
Buying a business in Indonesia starts with one choice. You either buy the shares of the company that runs it, or you buy what the business runs on (its equipment, stock, premises and land rights) into a company of your own. Buy the shares and the company comes as it stands, its past included. Buy the assets and you take the items you list, but your company needs its own licences. In both routes a foreign buyer invests through a PT PMA (Perseroan Terbatas Penanaman Modal Asing, a foreign-investment limited company), unless a law provides otherwise.
Why the choice matters
A PT (limited company) is a legal entity in its own right (Company Law, UU 40/2007, Article 1, point 1). Selling its shares changes who owns it, not who it is.
Buying a business in Indonesia: shares or assets
| Buying the shares | Buying the assets | |
|---|---|---|
| Scope | The company, as it stands | The items listed in the sale agreement |
| Licences | Stay with the company, shareholder data updated | Your company holds its own |
| Land rights | Stay in the company’s name | Each right can be transferred (Hak Pakai: for a term) |
| Staff | Same employer, same contracts | Carry on with the new owner where the business is sold |
| Tax record | Comes with the company | The seller’s company remains the taxpayer |
| Seller’s side | The shareholders sell | Its shareholders approve a sale of more than half its net assets, unless it is part of carrying on its business under its articles |
What comes with the shares
Licences and the NIB. A business licence is given to the business, and the NIB (Nomor Induk Berusaha, the business identification number) is that business’s identity (Government Regulation PP 28/2025, Articles 1 and 206). In a share deal the business is still the same company, so both stay with it. What changes is the shareholder data, which the company brings into OSS (Online Single Submission, the licensing system), where it is checked against the Ministry of Law’s record (Investment Minister’s Regulation 5/2025, Articles 225 and 226).
Contracts and leases. The company remains the tenant, the supplier and the customer. It is worth reading the main leases and contracts for any term that applies when the company’s owner changes.
Staff. The employer does not change, so the employment contracts carry on. Where control of the company passes, the board tells employees in writing at least 30 days before the shareholders are called to meet (Company Law, Article 127(2)).
The tax record. The tax office can issue an assessment for up to five years after a tax falls due or a tax year ends (General Tax Provisions Law, Article 13(1)), and that assessment goes to the company, whoever owns it by then.
Before you sign. Our guide explains how to check a company’s public record. We carry out limited due diligence on the company you are buying.
The transfer and the tax. The steps, from the deed to the newspaper announcement where control changes, are in our guide to shareholders and share transfers. Where the seller is abroad, the buyer withholds the seller’s tax on the sale (Finance Minister’s Regulation 81/2024, Article 239); tax on a sale of shares covers the rest.
What comes with the assets
In an asset deal you take what the sale agreement lists. Foreign investment is made through a PT unless a law provides otherwise (Presidential Regulation 10/2021, Article 7(2)), so a foreign buyer receives the assets through a PT PMA.
Licences. A business licence is given to the business, and every business holds one NIB of its own (PP 28/2025, Articles 1 and 206), which also serves as its importer identity and its registration for social security. So your company works under its own. One part is simpler. Where a site that already has its spatial-use approval (KKPR, Kesesuaian Kegiatan Pemanfaatan Ruang) passes to a new business with the same business line, activity and area, the new business’s approval can be issued without the full assessment (Article 27).
Land rights. An Indonesian company, a PT PMA included, can hold HGB (Hak Guna Bangunan, the right to build), HGU (Hak Guna Usaha, the right to cultivate) and Hak Pakai (the right of use), and each can be transferred to another party, Hak Pakai when it is held for a term (PP 18/2021, Articles 19, 30, 34, 45, 49 and 60).
Staff. Where the business itself is sold, the employment agreements do not end, and the new owner takes on the workers’ rights unless the transfer agreement provides otherwise without reducing them (Manpower Law, UU 13/2003, Article 61(2) and (3), as amended by UU 6/2023). A new manpower law may change these rules: as of 21 October 2026 it had not been published with a number on BPK or peraturan.go.id, and we will revise this paragraph if it does.
The seller’s approval. Selling more than half of a company’s net assets needs its shareholders’ approval, unless the sale is part of carrying on its business under its articles of association (Company Law, Article 102(1) and (3)), so the buyer will want to see it.
What a foreign buyer changes
When a foreign buyer takes even part of the shares of an Indonesian-owned PT (a PMDN company), the company becomes a PT PMA and has to meet the PT PMA rules on investment value and capital (Investment Minister’s Regulation 5/2025, Article 227). What else changes is set out in where a foreign buyer changes everything.
Foreign ownership is also limited in some business fields. Where a company in a limited field is acquired in the same field, the limit is the one stated in its own business licence (Presidential Regulation 10/2021 as amended, Article 6(5)(b)), so the target’s licence is worth reading early.
Own it in your own name
An agreement or a statement that shares in an investment company are held for and on behalf of someone else is void (Investment Law, UU 25/2007, Article 33). A foreign buyer holds shares in its own name, in a PT PMA.
Questions people ask
Is buying an existing company quicker than setting one up?
Does the competition authority need to be told?
The company I am buying is already a PT PMA. Does anything change?
What this means for you
Settle what you are buying before you settle the price. Shares bring the company as it stands; an asset purchase brings the items you list, with licences of your own. Check the business field first, since it sets how far a foreign owner can hold the business, and then the capital rules.