How to Set Up a Yayasan in Indonesia: Boards, Capital and Approvals
How to set up a yayasan in Indonesia: the three boards and who may sit on them, what the founders must contribute, and the steps from deed to NPWP.
References (8)
- Law No. 16/2001 on Foundations, as amended by Law No. 28/2004. Arts 1, 5, 9, 11, 15, 17, 21, 28, 29, 31, 40 and 49.
- Government Regulation No. 63/2008, as amended by Government Regulation No. 2/2013. Arts 6, 12 and 13.
- Law No. 17/2013 on Social Organisations, as amended by Law No. 16/2017. Arts 43, 47 and 49 (foundations with a foreign founder).
- Minister of Law and Human Rights Regulation No. 2/2016, as amended by No. 13/2019. Art 13(5) (recommendation from the Ministry of Foreign Affairs or the relevant agency).
- PMK 68/PMK.03/2020. Surplus of education and research non-profits.
- Presidential Regulation No. 155/2024. Ministry of Law, from 5 November 2024.
- PMK 112/PMK.03/2022, Art 2(1)(b). 16-digit NPWP for entities.
- Law No. 24/2011 on BPJS, Art 15(1). Employers register their staff.
To set up a yayasan is to create a legal entity with no members. Unlike a company such as a PT PMA, it consists of assets set apart for a purpose, and its assets may not be shared out among the people who run it, apart from the limited management pay described below. That difference drives everything below — who may sit on its boards, what the founders must contribute, and which approvals stand between a draft deed and a foundation that legally exists.
Foreign nationals can found one too, on stricter conditions, which are set out briefly below.
Who may sit where
A yayasan has three boards, not one. Each has its own job, and foreign nationals may sit on all three.
| Trustees | Management | Supervisors | |
|---|---|---|---|
| What it does | Holds the powers not given to the other boards, and sets general policy. | Runs the foundation day to day — chair, secretary, treasurer. | Supervises and advises the management. |
| Foreign nationals | Permitted | Permitted. Where a founder is foreign, one of the chair, secretary or treasurer must be Indonesian | Permitted |
One person, one board
No individual may serve on more than one of the three boards. A founder who intends to chair the trustees and also run operations has to choose one.
Can board members be paid?
The trustees and supervisors serve unpaid. The articles may allow a member of the board of management to be paid, provided they work for the foundation directly and full time, are not a founder, and are not affiliated with the founder, the trustees or the supervisors.
What the founders must put in
An Indonesian founder separates a minimum of IDR 10 million from their own assets to start the foundation.
Where a founder is a foreign national, the social organisations law (Law 17/2013) adds conditions on top of the foundations law. The starting assets rise to IDR 1 billion, the founder must have lived in Indonesia for five consecutive years and hold a permanent stay permit, and the application is reviewed by a licensing team coordinated by the Ministry of Foreign Affairs before the Ministry of Law approves it. A foundation set up by a foreign company needs IDR 10 billion and five years of the company operating in Indonesia.
From deed to tax number
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Define the purpose and the activities
The purpose goes into the deed and cannot be changed afterwards, so it is worth taking time over.
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Choose a name beginning "Yayasan"
The name must start with the word, and must not already be used by another foundation.
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Obtain a Ministry of Foreign Affairs recommendation
Required where a founder is foreign. The recommendation, from the Ministry of Foreign Affairs or the relevant agency, is attached to the Ministry of Law application.
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Sign the Deed of Establishment (Akta Pendirian)
Executed before a notary.
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Get Ministry of Law approval
The approval that gives the foundation legal existence. Applications run through AHU, the online legal administration system.
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Register for tax and social security
Apply for the tax identification number (NPWP), and register with BPJS, the social security agency, if the foundation employs staff.
The application is filed electronically through the Ministry of Law’s AHU system, which is also where a foundation’s registered particulars can be checked. Older documents name the Ministry of Law and Human Rights, which was split on 5 November 2024 (Perpres No. 155 of 2024). The tax number the foundation receives is a 16-digit NPWP.
What it owes once it exists
A yayasan is not outside the tax system.
Under PMK 68/PMK.03/2020 a surplus can be excluded from taxable income where the foundation is a registered non-profit working in education or research and development, and the surplus is used for facilities and infrastructure for that work within four years of being earned.
It also withholds tax where the withholding rules apply: Article 21 on salaries, and Article 23 or Article 26 on certain other payments, as our guide to withholding tax explains.
On top of tax, a foundation:
- Prepares an annual report of its activities and finances within five months of its year-end.
- Has changes to its name or activities approved by the Ministry of Law, and notifies the Ministry of other changes to its articles.
The rules it answers to
Law 16/2001, as amended by 28/2004
The foundations law itself: how a yayasan is formed and governed, and what each of the three boards may and may not do.
Government Regulation 63/2008
As amended by Government Regulation 2/2013. The administrative layer, including the founders’ starting assets and the rules for foundations with a foreign founder.
Law 17/2013 on social organisations
Known in Indonesia as the ORMAS law. Among other things it adds the conditions that apply where a foundation’s founder is foreign.
Before you set up a yayasan
The structure is not complicated, but it is rigid: the purpose in the deed cannot be changed afterwards, and the boards cannot overlap. That is why the deed is worth getting right the first time.
If you would like it handled, we set up yayasan as well as companies, alongside our corporate secretarial service.
Note
This article is general guidance and is not a substitute for advice on your own situation. Confirm the current requirements before acting.