Shareholders in Indonesia: Eligibility, Transfers and Control
Shareholders in Indonesia: who may hold shares in a PT, how many it needs, and what happens when shares change hands — with or without control.
References (9)
- UU 40/2007 Articles 3, 7, 8(2)(c) and 15(1) — who may hold shares in a PT and how many it needs, the six-month window when it drops to one, limited liability, and why the shareholders are named in the deed of establishment rather than in the articles of association. Articles 33, 43, 48, 50, 52, 60, 62, 79, 97, 100, 138 and 144 — the capital to be paid up, the pre-emptive right on newly issued shares, registered shares and the ownership conditions the articles may set, the register of shareholders, and what a share entitles its holder to do.
- UU 40/2007 Articles 55 to 59 — the articles of association set the method of transfer, a transfer is made by a deed of transfer of rights, the directors record it and notify the Minister within 30 days, and an internal offer or a consent requirement comes from the articles rather than from the Law.
- UU 40/2007 Articles 1 points 11 and 14, 21, 29, 89, 125 to 128 and 133 — an acquisition is a taking of shares that results in control passing. It carries a newspaper announcement and a creditors' window before the meeting, a three-quarters majority, a compulsory notarial deed, and the distinction between the changes the Minister approves and those he only notes.
- UU 25/2007 Articles 1, 5 and 33 — what counts as foreign investment, that it is made through a PT, the ways an investor comes in, and the bar on an agreement or a statement that shares are held for and on behalf of somebody else.
- PP 8/2021 Articles 4, 6 and 9 — the evidence of paid-up capital within 60 days, who may found a one-person company, and its conversion into an ordinary PT when a second shareholder joins.
- Permenkum 49/2025, in force 17 December 2025, Articles 8 to 10 — a change of shareholder is a change of company data, the shareholders settle it and it is stated in a notarial deed, and it is lodged with the Minister through a notary within 30 days of that deed and not after.
- Permeninves/BKPM 5/2025, in force 2 October 2025, Articles 23, 26 and 225 to 227 — nationality follows the owner, the investment and capital a PT PMA must meet, the duty to bring the licensing record into line, and the change of status between domestic and foreign investment.
- Perpres 13/2018 Article 4 — a holding of more than a quarter of the shares makes its holder a beneficial owner the company has to declare.
- PP 30/2026 fee schedule, in force 1 August 2026 — the Ministry of Law's charge for notifying a change of company data, for notifying an amendment of the articles, and for registering one.
Shareholders in Indonesia can be individuals or companies, Indonesian or foreign — the Company Law is open on all four (the explanatory notes published with the statute, the elucidation, to Article 7(1) of UU 40/2007). An ordinary PT (Perseroan Terbatas, a limited company) is founded by at least two of them (Article 7(1)). Who holds the shares can change afterwards, and most of the time that change is a filing rather than a transaction. What decides how much work it is, is not the size of the stake: it is whether control of the company changes hands.
The question that settles everything else
A purchase of shares that results in control passing is an acquisition — pengambilalihan — and that is the whole of the test the Company Law sets (Article 1, point 11, and Article 125(3)). The Law does not define control and puts no figure on it, so it is a judgement about the deal in front of you. It is also knowable on day one, which is why it is the first thing to settle.
Who can hold shares
Four kinds of holder qualify: an Indonesian individual, a foreign individual, an Indonesian company and a foreign company. Mixed ownership is ordinary — a foreign-investment company, a PT PMA (Penanaman Modal Asing), may have Indonesian partners on its share register.
Four qualifications are worth knowing, because none of them is obvious:
- An Indonesian company counts as a domestic holder only if it has no foreign capital of its own. Capital held by an Indonesian company that is itself part or wholly foreign-owned is treated as foreign capital (Investment Law, UU 25/2007, Article 1, point 8).
- Permanent residence somewhere else does not make a foreign individual a domestic investor. The test reads the passport, and it excludes permanent-resident status expressly (Permeninves/BKPM 5/2025, Article 23(13)).
- Shares are issued in the owner’s name, and a company may not issue bearer shares (Company Law, Article 48(1) and its elucidation).
- The articles of association may set conditions on who may own shares. A holder who does not meet them cannot exercise a shareholder’s rights, and the shares do not count towards a quorum (Company Law, Article 48(2) and (3)).
Whether a particular foreign buyer may hold shares in a particular company is a separate question, settled by the business field and checked when the company registers in OSS (Online Single Submission), the online licensing system. Our guide to business classification and licensing explains how.
How many shareholders a PT must have
Two. The reason is worth a sentence, because it explains every other rule on this page: a PT is founded on an agreement, and an agreement needs more than one party (elucidation to Article 7(1)). Each founder takes up shares when the company is formed (Article 7(2)).
One is possible, and it is a different animal. The two-shareholder rule does not apply to a company meeting the criteria for a micro or small business (Article 7(7)(e) and (8)), which is what allows the one-person company founded by a single Indonesian citizen (PP 8/2021, Article 6(1)). The useful thing to know is what happens next: when a second shareholder joins one of these, that is not a share transfer at all. The company converts into an ordinary PT by notarial deed, registered with the Minister (PP 8/2021, Article 9). Our PT Perorangan service handles the registration and that later conversion, and our guide to the types of company in Indonesia compares the forms.
If an ordinary PT does drop below two, there is a window to put it right: six months to transfer part of the holding to somebody else, or for the company to issue new shares to them (Article 7(5)). Personal liability only reaches what arises after that window has run, not what came before (elucidation to Article 7(6)).
What a share gives you, and what it asks of you
A share is a bundle of rights with a few duties attached, and the Company Law sets both. The rights:
- a vote at the shareholders’ meeting, dividends, and a share of what is left on a liquidation (Article 52(1))
- inspecting the registers, the minutes of shareholders’ meetings and the annual report on written request (Article 100(3))
- at a tenth of the voting shares, four separate rights:
- calling a shareholders’ meeting (Article 79(2)(a))
- suing a director on the company’s behalf (Article 97(6))
- asking the court to examine the company (Article 138(3)(a))
- proposing to the meeting that the company be wound up (Article 144(1))
- requiring the company to buy the shares at a fair price where the articles are amended, where more than half its net assets are sold or charged, or on a merger, consolidation, acquisition or separation (Article 62(1))
- pledging the shares, unless the articles forbid it, and keeping the vote (Article 60(2) to (4))
The duties are shorter:
- take up shares when the company is founded (Article 7(2))
- pay up at least a quarter of the authorised capital, and file the evidence of it within 60 days (Company Law, Article 33(1) and (2); PP 8/2021, Article 4(2))
- restore the second shareholder if the company drops to one (Article 7(5))
- declare yourself as beneficial owner where you hold more than a quarter of the shares (Perpres 13/2018, Article 4(1)(a))
A shareholder is not personally liable for what the company commits to, nor for its losses beyond the shares they hold, and that protection holds for a shareholder who acts properly (Article 3).
One point carries all of the above. A share’s rights begin on the day the company records its holder in the register of shareholders (Article 52(2)). Everything else here follows from that entry being right.
Adding and removing shareholders in Indonesia
There are three ways in, and the statute names all three: subscribe for shares when the company is founded, buy shares that already exist (how that sale is taxed), or be issued new ones (Investment Law, Article 5(3); Company Law, Article 7(5)). This page is about the second.
The third is a different subject, and one difference matters even in passing. A new issue increases the capital, so it changes the capital figures that sit inside the articles of association (Article 15(1)(d)). And it carries a pre-emptive right the Law does not give on a transfer: every new share has to be offered to the existing shareholders first, in proportion to what they hold (Article 43(1)). On a sale of shares that already exist, no such right applies unless the articles create one.
Two routes: a change of data, or an acquisition
A change of shareholders in Indonesia takes one of two routes, and the control test above decides which.
| Control stays where it is | Control passes | |
|---|---|---|
| What the Law calls it | A transfer of shares (Article 56) | An acquisition, or pengambilalihan (Articles 1, point 11, and 125(3)) |
| The deed | A deed of transfer, private or notarial | A notarial deed in Indonesian, compulsory (Article 128(2)) |
| The shareholders' decision | An ordinary resolution | Three quarters present and three quarters in favour (Article 89(1)) |
| Newspaper announcement | None | A summary in a national daily, before the meeting is called (Article 127(2)) |
| Employees | Nothing owed to them | Told in writing; no veto (Article 127(2)) |
| Creditors | No objection window | May object, and silence counts as consent (Article 127(5)) |
| What the Ministry does | Notes the change; the new shareholder is not approved | The same, plus approval where the authorised capital moves (Article 21(2)(d)) |
| Government fee | Rp 250,000 an application (PP 30/2026) | Rp 250,000, or Rp 1,100,000 where the authorised capital changes (same schedule) |
On the control route the Law makes room for anyone affected to speak first, and it sets the clock in days. The announcement goes in at the latest 30 days before the meeting is called, in an Indonesian-language paper circulating nationally (Article 127(2), with Article 1, point 14). Creditors then have 14 days from it to object, and silence counts as agreement (Article 127(4) and (5)). The result is announced within 30 days of the Minister receiving the notification (Article 133(2) read with Article 133(1)).
All of that applies to a private sale of a controlling block as much as to a deal done through the board (Article 127(8)). The figures in the last row are the Ministry’s own charge; the notary’s fee and the newspaper’s are separate, and no regulation sets either.
Transferring shares: what actually happens
- Read the articles of association first. They set the method of transfer, and may require an internal offer or an organ’s consent before the shares move (Articles 55 and 57(1)).
- Sign the deed of transfer and give it to the company. A transfer is made by a deed of transfer of rights, delivered to the company in writing (Article 56(1) and (2)). The Law accepts a private deed as well as a notarial one — but on an acquisition a notarial deed in Indonesian is compulsory (Article 128(2)).
- The directors record it in the register of shareholders. Every right a share carries depends on this step, so check it is done (Articles 56(3) and 52(2)).
- The shareholders settle the change and a notary files it. They decide in a meeting, or by a binding decision outside one, and it goes into a notarial deed in Indonesian that a notary lodges with the Minister (Permenkum 49/2025, Articles 9(1), 9(2) and 10(1)). It has to be lodged within 30 days of the deed and cannot be lodged at all afterwards, and two clocks can run — see when the 30 days start (Article 9(6) and (7)).
- Then bring the licensing record into line. A change made outside OSS has to be reflected there, and OSS checks the shareholder data against the Ministry of Law’s system (Permeninves/BKPM 5/2025, Articles 225(3) and 226(4)). The Ministry comes first and the licensing system second — never the reverse.
In practice the change goes through a public notary and produces a new amendment deed. That is our corporate secretary work. We prepare the resolution and the deed, keep the registers of shareholders and share transfers right, report the change to the Ministry, and place the newspaper announcement where control changes. What the Law itself asks for is narrower: a notification, on which the Minister notes the new shareholder rather than approving them (Permenkum 49/2025, Article 8(5)(a); Company Law, Article 8(2)(c) with Article 15(1)).
Where a foreign buyer changes everything
A foreign buyer brings a second set of rules, and they cut across the control test rather than following it.
Selling part of a local PT to a foreign individual, a foreign business or an existing foreign-investment company turns the company into a PT PMA (Permeninves/BKPM 5/2025, Article 227(2)(a)). Coming back is not symmetrical: a PT PMA becomes a domestic company only when all of its shares go to Indonesian holders (Article 227(3)(a)).
In practice:
- Check the business field before the sale. The change holds only within the presidential regulation on investment fields (Article 227(2)): some fields cap the foreign share, and those allocated to co-operatives and small businesses are not open to a foreign investor (Perpres 10/2021 as amended, Articles 5–7).
- The company carries on. OSS takes the shareholders and status from the Ministry of Law’s register (Articles 32(7) and 226(4)), and the company brings its investment, capital and risk level into line with the PT PMA rules (Article 227(6)).
- The investment report (LKPM) becomes quarterly, because a PT PMA is a large business (Articles 26(1) and 286(1)(b)).
Our PT PMA service takes care of the change.
So a small stake can be the lighter route at the Ministry and the heavier one at the licensing system. A minority sale is not an acquisition under the Company Law, and it still converts the company and brings the capital thresholds with it.
Ending a shareholding
Four situations account for almost every question we are asked about a shareholder leaving.
Questions people ask
Can a PT PMA have Indonesian shareholders?
Does the Ministry have to approve a new shareholder?
Is adding a second shareholder to a PT Perorangan a share transfer?
Can shares be held in someone else's name?
What this means for you
The control question comes first for shareholders in Indonesia, because it decides everything after it. If the shares moving leave control where it was, what follows is paperwork done properly: a deed, an entry in the register, a decision by the shareholders, a notarial deed and a filing. If control moves with them, the same steps sit inside the acquisition regime, with an announcement, a window for creditors, a heavier majority and a notary you cannot do without. Either way, read your own articles of association early, because that is where an internal offer or a consent requirement will be hiding. The rest of it is ours.