Capital Gains Tax in Indonesia on Selling Company Shares
Capital gains tax in Indonesia on selling shares: how listed and private sales are taxed, what a foreign seller has withheld, and who pays it over.
References (6)
- The Income Tax Law, UU No. 7 Tahun 1983, as amended, latest by UU No. 7 Tahun 2021 and UU No. 6 Tahun 2023. Article 4(1)(d) makes a gain on selling property income, and Article 4(2)(c) allows a final tax on some share sales, including on the stock exchange and by venture capital companies. Article 10(1), in its UU No. 10 Tahun 1994 wording, and its Elucidation set the cost and the sale price, and the price between related parties. Article 17 sets the rates for companies and individuals. Article 18(3c) covers the sale of an intermediary company abroad, and Article 18(4) defines related parties. Article 26(2), (2a) and (5) set the non-resident rate on estimated net income, exclude income taxed under Article 4(2), and make it final.
- PP No. 41 Tahun 1994, as amended by PP No. 14 Tahun 1997. Article 1 sets the final tax on sales on the stock exchange. Article 1A sets the additional tax on founder shares.
- PMK No. 81 Tahun 2024. Articles 244 and 245 cover sales on the stock exchange and how the tax is withheld. Articles 246 to 249 cover founder shares. Articles 238 to 240 cover a non-resident's sale of shares in an unlisted PT, and Article 1, point 149, defines that PT. Article 483 revoked KMK No. 282/KMK.04/1997 and KMK No. 434/KMK.04/1999.
- PMK No. 258/PMK.03/2008, Articles 1 and 2. The tax on the sale of an intermediary company treated as a sale of an Indonesian company's shares.
- PMK No. 112 Tahun 2025 on applying tax treaties, in force 31 December 2025. Article 21 sets the 365-day test for a company whose immovable property exceeds the share of its assets set in the treaty.
- Permenkum No. 49 Tahun 2025. Article 12(1)(i) sets the tax documents a notary keeps for a change of shareholders.
What is often called capital gains tax in Indonesia is income tax: the law taxes a gain on selling shares as income (Income Tax Law, Article 4(1)(d)). A sale on the stock exchange carries a final 0.1% of the sale value. A resident selling shares in a private company generally reports the gain in the annual return. A foreign seller with no permanent establishment here, selling shares in an unlisted limited liability company (PT), generally has 5% of the price withheld, unless a tax treaty leaves the gain to the seller’s country.
| Resident seller | Non-resident seller | |
|---|---|---|
| Listed shares | 0.1% of the sale value, final, withheld through your broker | The same 0.1% as a resident pays |
| Unlisted shares | Ordinary income tax on the gain, in the annual return | 5% of the sale price, final, unless a tax treaty leaves the gain to the seller’s country |
| Who accounts (unlisted) | The seller, in the annual return | The buyer, or the company if the buyer is also foreign |
Shares sold on the stock exchange
A sale on the stock exchange carries a final tax of 0.1% of the gross sale value, whether the seller is an individual or a company (Finance Minister Regulation, or PMK, 81/2024, Article 244). The exchange operator withholds it through your broker when the sale is settled (Article 245(1)). A foreign seller pays the same rate, because the non-resident rule in Article 26(2) of the Income Tax Law does not reach income taxed under Article 4(2).
If you are a founder of a company that lists on the exchange, your founder shares carry an additional 0.5% of their value at the initial public offering price, which falls due when the shares start trading and is collected by the listed company within a month (Articles 246 and 248).
A resident selling shares in a private company
When a resident sells shares in a company that is not listed, the gain is ordinary income and goes into the seller’s annual return. A resident company adds the gain to its taxable profit, taxed at the corporate rate of 22%. An individual pays the ordinary rates, which run from 5% on the lowest band up to 35% on the top band (Income Tax Law, Article 17). For the tax on dividends, see how dividends are taxed. A venture capital company selling shares in a company it has invested in is an exception: Article 4(2)(c) allows a final tax on such a sale.
The gain is the sale price less what the shares cost, and the cost includes the purchase price and the costs of acquiring them (Article 10(1) and its Elucidation). Between related parties, the Law uses the amount that should have been paid or received, not the price in the agreement (Article 10(1)). Parties are related where one holds at least 25% of the other, directly or indirectly, where one controls the other or both are under common control, or where they are family by blood or marriage within one degree (Article 18(4)).
A foreign seller: tax on the price, withheld by the buyer or the company
A seller that is not resident in Indonesia and has no permanent establishment here has tax withheld at 20% of estimated net income (Income Tax Law, Article 26(2), as amended by UU 6/2023; PMK 81/2024, Article 238(1)). For shares in an Indonesian PT that is neither listed nor a public company, estimated net income, which PMK 81/2024 sets at a fixed share of the price, is 25% of the sale price (Article 238(3), with Article 1, point 149). The tax is therefore 5% of the price, and it is final (Article 238(4)). The buyer withholds it, or the company if the buyer is foreign too (Article 239(1) and (4)).
| Description | Amount |
|---|---|
| Sale price | 10,000,000,000 |
| Tax withheld by the buyer 20% of estimated net income of 2,500,000,000, which is 25% of the price | (500,000,000) |
| Paid to the seller | 9,500,000,000 |
The tax is worked out from the price, not from the gain (Article 238(3)), so the figure is known as soon as the price is agreed.
When a tax treaty applies
Where the seller lives in a country that has a tax treaty with Indonesia, the buyer withholds only if that treaty leaves the right to tax the gain with Indonesia (PMK 81/2024, Article 238(2)).
Where a treaty keeps that right for Indonesia once a company’s immovable property passes a set share of its total assets, that threshold counts as met if it was passed at any time in the 365 days before the sale (PMK 112/2025, Article 21).
For a foreign seller, we prepare the treaty claim on the Directorate General of Taxes (DGT) form, the tax office’s treaty form. The certification and upload are set out in the steps for claiming a treaty rate.
From signing to the share register
For a foreign seller of shares in an unlisted PT, these are the steps.
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Agree the price
A foreign seller’s tax is worked out from this figure.
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Withhold the tax
The buyer keeps it back, or the company if the buyer is foreign too.
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Pay it over
Due the month after the tax arises.
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Report it
Of the month’s end, in the unified monthly return.
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Record the transfer
The company records it once the seller shows the withholding slip.
Who withholds, and the two deadlines, are set by PMK 81/2024, Article 239(1), (3), (4) and (6). Article 240(1) is what stops the company recording the transfer until the seller shows the withholding slip.
We calculate, pay and report the 5% for the buyer, or for the company where it collects. The deed, the register and the filing with the Ministry are covered in what happens when shares change hands.
Three things sometimes said
Selling an intermediary company abroad
A sale of shares in certain intermediary companies abroad can also be taxed in Indonesia. The rule reaches an intermediary, a conduit or special purpose company, set up in a country that gives tax protection and related to an Indonesian company. A sale of that intermediary may be treated as a sale of the Indonesian company’s shares (Income Tax Law, Article 18(3c)). The Law says “may”, so it is not automatic. Where it is used, the tax is again 20% of estimated net income, set at 25% of the price (Article 26(2a); PMK 258/PMK.03/2008, Article 1).
What this means for you
For a foreign seller of unlisted shares, capital gains tax in Indonesia is withheld by the buyer or the company, so agree who does it, and when, before the money moves. Our corporate tax work covers that withholding each month and, as a separate engagement, a company seller’s annual return. For an individual resident seller, the gain goes into the return we prepare as part of personal tax.