Company Dissolution in Indonesia: Closing a PT Properly
Company dissolution in Indonesia step by step: the resolution, the liquidator, creditor periods, the Ministry of Law, tax deregistration and licences.
- UU No. 40 Tahun 2007 on Limited Liability Companies, as amended by UU No. 6 Tahun 2023 — Articles 89, 91 and 142–152
- Permenkum No. 49 Tahun 2025 — Articles 3, 10, 13, 15 and 29, filings through the Ministry of Law's system
- UU No. 28 Tahun 2007 (KUP), as amended — Articles 2(6)–(9) and 32; PMK No. 81 Tahun 2024 — Articles 46–49, 68 and 70; PER-7/PJ/2025 — Article 44
- Permeninves/BKPM No. 5 Tahun 2025, in force since 2 October 2025 — Articles 349 and 353
- UU No. 13 Tahun 2003 on Manpower, as amended — Article 156(1); PP No. 35 Tahun 2021 — Articles 37(3) and 40; PP No. 37 Tahun 2021 — Article 39A, as inserted by PP No. 6 Tahun 2025
- Permenkumham No. 22 Tahun 2023 — Article 144; Permenaker No. 8 Tahun 2021 — Article 44(3); PP No. 8 Tahun 2021 — Article 13
Company dissolution in Indonesia does not end a company on the day the shareholders decide. It starts a liquidation, and the company keeps its legal personality until the liquidation is complete and the final accounts are accepted (UU 40/2007, Articles 142(2) and 143).
Two creditor periods of 60 days each sit inside that process (Articles 147(3) and 149(3)), so a liquidation takes at least about four months, and the tax office’s audit usually takes longer.
A company that has simply stopped trading does not have to close; what it still owes while it stays open is in the dormant company guide.
How a PT can be dissolved
A PT (perseroan terbatas, a limited liability company) can be dissolved in six ways (Article 142(1)). For an owner choosing to close, the route is a resolution of the shareholders.
The others are the expiry of a term set in the articles, a court order, two outcomes of bankruptcy, and the loss of a licence that requires liquidation, as with banks and insurers.
The company dissolution process, step by step
Filings go through a notary on the Ministry of Law’s system, which examines each within 14 working days (Permenkum 49/2025, Articles 3, 10, 13 and 15). The company’s earlier filings, from its annual meeting to any change of directors, should be up to date first; see verification of company record changes.
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The resolution
A quorum of three-quarters of the voting shares and three-quarters of the votes cast, or a unanimous signed written resolution (UU 40/2007, Articles 89(1) and 91).
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A liquidator
If none is appointed, the directors act as liquidator (Article 142(3)). The company's name now carries "dalam likuidasi", in liquidation (Article 143).
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Announce and notify
The liquidator announces the dissolution in a national Indonesian-language daily and the State Gazette, and notifies the Ministry of Law (Article 147(1)).
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Creditors claim
Creditors have 60 days from the later announcement to lodge claims (Article 147(3)).
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The distribution plan
The liquidator announces how the assets will be distributed, and creditors have 60 days to object. If debts exceed assets, the liquidator petitions for bankruptcy unless every known creditor agrees otherwise (Article 149).
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Final accounts, and the end
Once the shareholders accept the final accounts and release the liquidator, the liquidator notifies the Ministry and announces the result, and the Minister strikes the company's name off the register (Article 152).
Who acts as liquidator
The shareholders can appoint an outsider, but the directors are the default. Whoever acts has two things to get right.
The first is announcing and notifying the dissolution on time, since a liquidator that does not is jointly liable for the loss that follows (Article 148).
The second is the company’s tax, for which a liquidator is personally liable unless it shows it could not have paid it (UU KUP, the tax procedures law, Article 32).
Deleting the tax number
The company’s NPWP (Nomor Pokok Wajib Pajak, its tax number) can be deleted once the company is dissolved and has been through a tax audit, with a decision within 12 months of a complete application (UU KUP, Article 2(6)–(7); PMK 81/2024, Articles 46–47).
Deletion needs a clean position: no tax debt, and no audit, investigation, prosecution or tax dispute still open (PMK 81/2024, Article 49). VAT registration is revoked separately, on application and after an audit, with a decision within six months (Article 68).
Keep the records
The tax office can still issue assessments after the tax number is deleted (PMK 81/2024, Article 70), so keep the company’s records after it closes, ready to answer any question.
Licences, employees and foreign staff
Licences and the NIB
The liquidator applies through OSS, the online licensing system, to revoke the licences and the NIB (Nomor Induk Berusaha, the business identification number). Any outstanding obligations still need settling (Permeninves/BKPM 5/2025, Articles 349 and 353).
Employees
Staff dismissed on closure are owed severance, long-service pay and compensation for their rights, after 14 working days’ written notice (UU 13/2003, Article 156(1); PP 35/2021, Articles 37(3) and 40). These rules may change with the new manpower law.
Foreign staff
The company, as sponsor, can end a foreign employee’s stay permit early through an exit permit and reports the end of their employment (Permenkumham 22/2023, Article 144; Permenaker 8/2021, Article 44(3)).
A single-founder company, a PT Perorangan, is closed differently: by an electronic statement of dissolution (PP 8/2021, Article 13; Permenkum 49/2025, Article 29).
What this means for a company closing down
Bring the filings up to date, then pass the resolution and start the clock on the announcements. Plan for the tax audit to be the longest part.
The notarial filings and the register are corporate secretary work, and the audit and final returns are corporate tax work.
MAM handles both for clients closing a company, drawing on its experience of what the Ministry of Law and the tax office ask for in practice.