Dormant Company in Indonesia: No Pause, and What to File
A dormant company in Indonesia has no legal pause: what a quiet PT must still file, the late-filing fine that can be waived, and when to close it instead.
- UU No. 40 Tahun 2007 tentang Perseroan Terbatas (the Company Law) — Articles 66–68 (annual report, signatures, audit), 78–80 (the annual meeting), 89 and 91 (resolutions), 94 and 111 (terms of office), 142–152 (dissolution and liquidation), and the Elucidation to Article 146(1)(c)
- UU No. 28 Tahun 2007, amending the General Provisions and Tax Procedures Law (UU KUP) — Article 3(3)(c) the annual return deadline; Article 4(4) accounts attached to the return; Article 7(1) the late-filing fines and Article 7(2)(e) their waiver for a company that no longer trades
- PMK No. 81 Tahun 2024 — Article 45 non-active taxpayer status; Articles 46–49 deleting a tax number; Article 61 virtual offices; Article 171 which monthly returns are due
- PER-7/PJ/2025 — Article 38, non-active status set by the tax office after five silent years
- Peraturan Menteri Investasi dan Hilirisasi/Kepala BKPM No. 5 Tahun 2025 — in force 2 October 2025. Articles 285–286 LKPM; Articles 363 and 373–376 the sanctions
- Permenkum No. 49 Tahun 2025 — in force 17 December 2025. Article 12 documents for registering a change; Articles 16–18 filing the annual report approval, and the sanctions
- Perpres No. 13 Tahun 2018 — Articles 20–21, updating beneficial-owner information
- Surat Edaran Dirjen AHU No. AHU-AH.01-36 Tahun 2026, 11 February 2026 — the provisional list of inactive companies, as announced by Ditjen AHU; list published at korporasinonaktif.ahu.go.id
There is no such thing as a registered dormant company in Indonesia. Nothing in the Company Law, the tax rules or the investment rules lets a PT (perseroan terbatas, a limited liability company) declare itself inactive and pause what it owes. A company that stops trading is a fully obligated company that happens to have no revenue: its meetings, returns and reports stay due, and so do the consequences of missing them.
People keep companies registered for good reasons — the business licence, the NIB (Nomor Induk Berusaha, the business identification number), the bank accounts and the history all survive. They survive only while the company stays compliant, and what ends a quiet company in practice is rarely a dissolution order. It is the loss of its licence.
What stays due while the company does nothing
| How often | Filed with | If it is missed | |
|---|---|---|---|
| Annual general meeting | Once a year, within six months of the year end (Company Law, Article 78). A unanimous written resolution of the shareholders also counts (Article 91) | The approval of the annual report goes into a notarial deed, filed with the Ministry of Law within 30 days (Permenkum 49/2025, Article 16) | A warning, then a block on the company's access to the Ministry's online system (Articles 17 and 18) |
| Annual report and accounts | Once a year, put to the annual meeting (Article 66) | Signed by every director and commissioner (Article 67). Audited only where Article 68 requires it — for most dormant companies the relevant ground is assets or turnover of at least Rp50 billion (Article 68(1)(e)) | Where an audit is required and not done, the meeting cannot approve the accounts (Article 68(2)) |
| Annual corporate tax return | Once a year, within four months of the year end (UU KUP, Article 3) | Directorate General of Taxes, with the accounts attached (Article 4(4)) | IDR 1,000,000 (Article 7(1)) — not imposed on a company that no longer trades and has not been dissolved (Article 7(2)(e)) |
| Monthly VAT return | VAT (value added tax): every month, including months with nothing to report — VAT-registered companies only (PMK 81/2024, Article 171) | Directorate General of Taxes, by the end of the following month | IDR 500,000 for each late return (UU KUP, Article 7(1)) |
| Withholding returns | Generally only for months in which tax was withheld (PMK 81/2024, Article 171) | Directorate General of Taxes, within 20 days of the month end | IDR 100,000 per late return, also set by UU KUP Article 7(1) |
| LKPM investment report | LKPM (Laporan Kegiatan Penanaman Modal, the investment activity report): quarterly by the 15th for medium and large businesses; half-yearly by 15 July and 15 January for small ones. Micro businesses are exempt (Permeninves/BKPM 5/2025, Article 286) | The investment board, through OSS (Online Single Submission, the government licensing system) | Warnings, then suspension with a fine, then revocation of the business licence (Articles 373–376) |
| Directors' and commissioners' terms | When each term ends, as the articles of association set (Company Law, Articles 94 and 111) | Reappointment by the shareholders, notified to the Ministry of Law within 30 days (Articles 94(7) and 111(7)) | A director whose term has ended can no longer act for the company |
| Beneficial-owner information | Every year, and within three working days of any change (Perpres 13/2018, Articles 20 and 21) | Ministry of Law | A warning, a public blacklist and a block on online access |
The fine waiver, and the return that blocks other filings
The late-filing fine waiver in Article 7(2)(e) of UU KUP, the tax procedures law, is real, but it waives the fine and not the filing: the return is still owed, and the law does not say how a tax office decides that a company no longer trades.
The annual return also matters beyond tax. To register any change to the company — a new director, a new shareholder, a new address — the notary must hold the receipt for its annual tax return (Permenkum 49/2025, Article 12(1)(i)).
A company that keeps no office still needs a registered address, and most use a virtual office. For VAT purposes the provider has to meet conditions of its own, including offering a physical room and genuinely running office services (PMK 81/2024, Article 61(4)).
What ends a quiet company
The licence goes before the company does
Not a court, in most cases, and not the Ministry. Missing LKPM reports brings three warnings, then suspension with a fine, then revocation of the business licence (the full LKPM ladder) — and where the company has one business activity, the OSS system revokes its NIB automatically (Permeninves/BKPM 5/2025, Articles 374–376 and 363(3)). Filing does not make a company safe indefinitely either: at the preparation stage, four reports in a row showing no new investment also draw sanctions (Article 373(2)). The legal entity survives. It can no longer trade.
How dormant companies get caught out
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Nothing happened, so nothing was filed.
How to avoid itA nil return is still a return and a nil LKPM is still a report. The law waives the fine for a late annual return from a company that has stopped trading. It does not waive the return.
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A director's term ran out while nobody was watching.
How to avoid itOnce a term ends, that director cannot act for the company, and the Ministry refuses filings from directors not on its register. Diary each end date and reappoint before it.
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The company paused in its own mind, and told no registry.
How to avoid itNo registry records a pause a company chooses. The Ministry of Law does list the opposite: since February 2026, any company that has notified no board reappointment or change for five years goes on its provisional list of inactive companies (Circular AHU-AH.01-36 of 2026).
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The tax return was skipped, then a director had to change.
How to avoid itThe notary needs the annual tax return receipt to register the change, so one skipped return can block a simple reappointment.
The non-active tax status, and why it is not a pause
Tax law does have a non-active status, Wajib Pajak Nonaktif — the successor to what used to be called non-efektif. It is not a way to rest a company that still exists.
For a company, the status applies where the taxpayer no longer meets the requirements for being taxed but has not yet been deregistered, or meets criteria the Director General of Taxes sets (PMK 81/2024, Article 45(2)). A PT that still exists remains a domestic taxpayer, so on the first ground it does not qualify.
The Director General’s own criteria are the second route: the tax office can make a company non-active of its own motion, but only after five years in a row with no returns, no payments and no tax withheld (PER-7/PJ/2025, Article 38). That describes a company that has already gone silent for years, not a status to plan around.
Deleting the tax number altogether is available only once the company has been dissolved or liquidated (PMK 81/2024, Article 46(2)).
When a dormant company in Indonesia can be dissolved
The Ministry of Law cannot dissolve a company for missed filings; its sanctions are warnings and blocked access. The Company Law lists every way a PT is dissolved, and a missed meeting or return is not among them (Article 142(1)).
A court can dissolve a company in three situations (Article 146(1)). The one that touches inactivity is an application by the company’s own shareholders, directors or commissioners, on the ground that it cannot continue.
The Elucidation gives, as an example, a company that has not traded for three years or more, shown by what it has filed with the tax office. It is a route for the owners to end a company, not a penalty the state imposes for going quiet.
If you would rather close it
Closing a company properly takes months: a shareholders’ resolution, a liquidator, two creditor periods of 60 days, a tax audit before the tax number is deleted, and removal from the register. Each step, and what the liquidator is liable for, is in company dissolution in Indonesia.
What this means for you
A company kept for later costs a minimum set of filings, and they are the same whether or not it trades — the same list an operating company works from, set out in the compliance checklist for businesses. If it is worth keeping, the work is keeping those filings going: the meeting, the Ministry filings and the board terms are corporate secretarial work, and the returns are corporate tax. The dates themselves are on the Indonesia compliance calendar.
If it is not worth keeping, begin the closure while the filings are current. The tax office can only delete the tax number after an audit, and only once no tax is owed.