Dormant Company in Indonesia: What Still Has to Be Filed
A dormant company in Indonesia has no pause in company law: what a quiet PT must still file, the late-filing fine that can be waived, and when to close it instead.
References (10)
- 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 (46(2)(a), 47(3), 49(a)); Article 180(2) the filing exemption; Article 61 virtual offices; Article 171 which monthly returns are due
- PER-7/PJ/2025 — Article 38(2), one set of criteria for non-active status set by the tax office
- Directorate General of Taxes, CoretaxPedia, 'Pengajuan status nonaktif', updated 17 September 2025 — returns after non-active status takes effect
- 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
- Permenkum No. 2 Tahun 2025 — in force 4 February 2025. Article 22(3), the beneficial-owner sanctions
- 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. The Company Law gives a PT (perseroan terbatas, a limited liability company) no way to declare itself inactive: the annual meeting (Article 78) and the annual report (Article 66) apply to a PT with shareholders, and the investment report runs from the business identification number (Permeninves/BKPM 5/2025, Article 285(1)). The tax rules have a separate non-active status, covered below. A PT that stops trading remains a company with these duties.
People keep companies registered for good reasons: the company itself, its NIB (Nomor Induk Berusaha, the business identification number) and its licences stay in place; revocation of the licence, below, is one way they are lost. One thing that can end a quiet company’s ability to operate 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). Shareholders can also take binding decisions without a meeting if every voting shareholder approves in writing (Article 91) | The approval of the annual report goes into a notarial deed, filed with the Ministry of Law within 30 calendar days (Permenkum 49/2025, Article 16) | Can bring 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 all directors and commissioners who served in the year (Article 67). Audited only where Article 68(1) requires it, including where assets and/or turnover reach 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 (Elucidation to Article 94(3)) |
| 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 (Permenkum 2/2025, Article 22(3)) |
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.
The annual return also matters beyond tax. To register a change such as a new director, shareholder or address, the notary must hold the receipt for the company’s annual tax return (Permenkum 49/2025, Article 12(1)(i)), except within a year of the tax number being issued (Article 12(2)).
A company still needs a full registered address (Company Law, Article 5(2)); some 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 can go before the company does
Repeatedly 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 without its licence.
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 an LKPM is still due when there is no activity to report, unless the business is micro-scale. 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 itThe Ministry of Law keeps a list of companies that have gone silent: 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
Tax law has a non-active status, Wajib Pajak Nonaktif — the successor to what used to be called non-efektif. The head of the tax office can set it, on the company’s application or of the office’s own motion (PMK 81/2024, Article 45(1)). It applies where the company no longer meets the requirements for being a taxpayer but has not yet been deregistered, or meets criteria the Director General of Taxes sets (Article 45(2)). The office can reactivate the company once it no longer meets them (Article 45(6)).
Among the conditions the tax office applies when it designates a company non-active of its own motion are five years in a row with no returns, no payments and no tax withheld (PER-7/PJ/2025, Article 38(2)).
What the status does once it is granted is the part people ask about. In the Directorate General of Taxes’ published guidance, a non-active taxpayer does not have to file returns from the tax year the status takes effect (CoretaxPedia, “Pengajuan status nonaktif”, updated 17 September 2025). That is guidance: the filing exemption in PMK 81/2024 is written for certain individuals (Article 180(2)). We advise on whether a quiet company should apply. The investment report is a separate duty (Permeninves/BKPM 5/2025, Article 285(1)).
Deleting the tax number is done when a company has been liquidated or dissolved (PMK 81/2024, Article 46(2)(a)).
When a dormant company in Indonesia can be dissolved
The Company Law names the ways a PT is dissolved, and a missed meeting or return is not named as a ground (Articles 142(1) and 146(1)). For the annual-report approval, the Ministry’s stated sanctions are a warning and a block on online access (Permenkum 49/2025, Article 17).
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 on your application, 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 still has a core set of filings — largely the 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 annual filings, the LKPM and changes to the board are corporate secretarial work, and the annual corporate return is 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. On an application, the tax office deletes the tax number after an audit (PMK 81/2024, Article 47(3)), and, among other conditions, only where no tax is owed (Article 49(a)).