Deed of Establishment (Akta Pendirian) in Indonesia
Your deed of establishment (akta pendirian) founds the PT, but the Ministry’s approval (SK) makes it a company. What it contains and who signs it.
References (6)
- UU No. 40 Tahun 2007 (the Company Law), as amended by UU No. 6 Tahun 2023, whose Article 109 replaced Article 7 and left Articles 8, 9, 10, 14, 15 and 17 unchanged. Article 7 requires two or more founders, a notarial deed in Indonesian, and registration with the Minister for legal status. Article 8 sets what the deed contains and allows a founder to be represented under a power of attorney. Articles 9 and 10 cover the electronic filing through a notary and the 60 days from signing. Article 14 covers acts before legal status. Articles 15 and 17 cover the articles of association and the seat. Article 29 covers the public company register.
- UU No. 30 Tahun 2004 on the Office of Notary, as amended by UU No. 2 Tahun 2014. Article 1 defines the minute and the copy of a deed. Article 16(1)(m) requires the deed to be read before the appearers with two witnesses and signed at once. Article 43(2) requires the notary to translate or explain a deed to an appearer who does not understand Indonesian. Article 47(1), unchanged in 2014, has a private power of attorney attached to the minute of the deed.
- Permenkum No. 49 Tahun 2025, in force 17 December 2025, which revoked Permenkumham No. 21 Tahun 2021. Articles 3(2)(a) and 5 have the founders file through a notary in SABH. Article 7(1) to (3) has the approval decision issued when the application is received and printed by the notary. Article 21 covers a PT Perorangan.
- PP No. 8 Tahun 2021. Article 4(2)(a) requires proof of the paid-up capital within 60 days of the deed. Article 6(1) has a PT Perorangan founded by an Indonesian citizen through a statement of establishment.
- Peraturan Menteri Investasi dan Hilirisasi/Kepala BKPM No. 5 Tahun 2025. Article 23(14) identifies a foreign company in the licensing system by its articles of association, legalised by the competent apostille authority and/or an Indonesian mission. Article 32 has the licensing system take a company’s business activities from the Ministry of Law’s records.
- Perpres No. 2 Tahun 2021 ratified the Apostille Convention, which has applied to Indonesia since 4 June 2022. Article 3 of the Convention has the apostille issued in the country the document comes from. Permenlu No. 14 Tahun 2022, Articles 4 and 5, covers legalisation of documents from countries outside the Convention.
A deed of establishment (akta pendirian) is the notarial deed that founds a PT (Perseroan Terbatas, a limited company) in Indonesia. It contains the company’s articles of association (anggaran dasar) and the details of its founding (UU 40/2007 (Undang-Undang, the Company Law), Article 8(1)).
Signing it does not yet create the company. The PT becomes a legal entity once the Ministry of Law registers it and issues its approval decision, the SK (Surat Keputusan) (Article 7(4), as amended by UU 6/2023; Permenkum 49/2025, Article 7(1)).
What a deed of establishment (akta pendirian) contains
The deed has two parts: the articles of association, and information about the founding itself (Company Law, Article 8(1)). That information includes at least (Article 8(2)):
- The founders: name, date and place of birth, occupation, residence and nationality, or, for a company founder, its name, seat, address and incorporation details.
- The first directors and commissioners, with the same personal details. They are appointed in the deed itself.
- The shares: who has taken them up, how many, and their nominal value issued and paid up.
For a foreign company founder, the incorporation details mean an equivalent document, such as its certificate of incorporation (elucidation to Article 8(2)(a)).
The articles of association
The articles are the company’s own rulebook, and the Company Law lists what they must cover at a minimum (Article 15(1)).
Identity
The company’s name and its seat, a city or regency that is also its head office (Article 17). Its purpose and business activities, and whether it is set up for a limited or unlimited period.
Capital and shares
The authorised, issued and paid-up capital. The number of shares, any classes of share and the rights each carries, and the nominal value of each share.
Governance
The titles and number of directors and commissioners, and how they are appointed and removed. Where and how general meetings of shareholders are held, and how profit is used and dividends paid.
The name must meet the rules for a PT name. The founders set the authorised capital, which has minimums of its own for a PT PMA (Penanaman Modal Asing, a PT with foreign shareholders).
The business activities written here matter beyond the deed: OSS (Online Single Submission, the licensing system) takes them from the Ministry of Law’s records (Permeninves/BKPM 5/2025, Article 32), so they shape the business licences the company can hold.
Who signs the deed of establishment, and how founders abroad sign
The notary reads the deed to the people appearing before them, with at least two witnesses present, and everyone signs it there and then (UU 30/2004, the Notary Law, Article 16(1)(m), as amended by UU 2/2014). A founder does not have to be one of them. The Company Law allows a founder to be represented by another person under a power of attorney (Article 8(3)), and the Notary Law provides for a private power of attorney to be attached to the deed (Article 47(1)).
| In person | By attorney | |
|---|---|---|
| Who signs | The founder, before the notary | Usually one of our team, before the notary |
| Founder | Attends the reading and signing | Signs a power of attorney online and sends us a scan |
| Basis | Notary Law, Article 16(1)(m) | Company Law, Article 8(3); Notary Law, Article 47(1) |
| Suits | Founders who want to attend | Most of our clients, in Indonesia or abroad |
In our practice nothing is notarised or apostilled overseas for the power of attorney.
A company founder is different. In the licensing system (OSS), a foreign company is identified by its articles of association, legalised by an apostille authority, an Indonesian embassy, or both (Permeninves/BKPM 5/2025, Article 23(14)). We arrange this with you.
The deed is in Indonesian
The Company Law requires the deed of establishment to be made in Indonesian (Article 7(1)). The notary must translate or explain it to anyone appearing before them who does not understand the language (Notary Law, Article 43(2)).
How the Ministry of Law approves the company
Founders who do not file the application themselves may authorise only a notary to do it (Company Law, Article 9(3)). Under the current regulation, the notary files the deed through SABH (Sistem Administrasi Badan Hukum, the Ministry of Law’s online legal entity register) (Permenkum 49/2025, Articles 3(2)(a) and 5).
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Terms agreed
Name, shares, board and business lines.
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Deed signed
Read and signed before the notary.
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Notary files in SABH
In practice, straight after signing.
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SK issued
The notary prints it.
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Legal entity
The PT now exists in law.
The Ministry sends the SK to the notary electronically as soon as the application is received (Permenkum 49/2025, Article 7(1) to (3)). The Company Law gives 60 days from signing to file (Article 10(1)), and in practice the notary files straight after signing. Separately, proof that the capital has been paid in is due within 60 days of the deed (PP 8/2021, Article 4(2)(a)).
Once approved, the company’s deed and SK details enter the Ministry’s company register, which is open to the public (Company Law, Article 29). Our guide to checking a company explains how to read it.
The company exists from the SK, not the signing
Until the SK, an act in the company’s name is done by all its directors, founders and commissioners together, who are jointly responsible for it (Company Law, Article 14(1)). That responsibility passes to the company once it exists (Article 14(3)). So the simple course is to sign leases and other contracts after the SK.
A PT Perorangan (perseroan perorangan, the single-founder company) has no deed of establishment. Its Indonesian founder fills in an electronic statement of establishment in SABH, with no notary (Company Law, Article 153A(2); PP 8/2021, Article 6(1); Permenkum 49/2025, Article 21). We register a PT Perorangan as well.
Questions people ask
These come up most often when founders first see a draft deed of establishment.
Can a foreign company be a founder?
Are the first directors and commissioners named in the deed?
Do I receive the original deed?
Can the deed be signed by video call?
What this means for you
Agree the name, the shares, the board and the business lines first, because the deed fixes them. Then sign, in person or, as most of our clients do, through a power of attorney. The SK follows once the notary files. Who can hold the shares, and how they change hands later, is covered in our guide to shareholders of an Indonesian company. We prepare the deed and arrange the signing and the SK with the notary when we set up a PT PMA or a PT PMDN (Penanaman Modal Dalam Negeri, a domestically owned PT).