Company Acquisition Services in Indonesia

Company acquisition in Indonesia means buying the shares or assets of an existing Indonesian business instead of setting up a new one from zero. Foreigners do this by acquiring shares in an existing PT PMA, the foreign investment company structure, or by converting a local PT into a PT PMA through a capital injection. Legal fees for company acquisition services in Indonesia generally run from USD 4,000 to USD 20,000 depending on due diligence scope and deal size, separate from notary, AHU registration and tax costs. The full process usually takes six to twelve weeks from signed letter of intent to updated licenses.

Table of Contents

• What Our Company Acquisition Services in Indonesia Include
• Share Acquisition vs Asset Acquisition in Indonesia
• Can Foreigners Acquire an Indonesian Company
• Due Diligence Before You Buy an Indonesian Company
• The Acquisition Process Step by Step
• The Most Expensive Mistake Buyers Make
• PT PMA Capital Requirements After Acquisition
• Buying a Business in Bali: Villas, Restaurants and Leasehold Land
• FAQ

What Our Company Acquisition Services in Indonesia Include

A proper company acquisition service in Indonesia covers four separate work streams, not one flat fee for "buying a company." You pay for due diligence, for the deal paperwork, for the notarial and government registration, and for cleaning up the company's compliance after you own it. Firms that quote a single low number are usually skipping one of these, most often due diligence, which is the part that protects you.

These are market ranges and they move with the sector, the number of licenses involved, and whether the target holds land rights or import permits that need re-registration. Ask any firm for a written scope before you sign, not a verbal estimate.

Share Acquisition vs Asset Acquisition in Indonesia

Most buyers default to a share acquisition without being told there is a choice, and that choice changes what risk they inherit. In a share acquisition you buy the company itself, including its past tax filings, its employment contracts, its pending disputes and any debt sitting on the books. In an asset acquisition you buy specific assets, a lease, equipment, a brand, a client list, and you leave the old legal entity and its history behind.

If the target has an export license, an import identification number (API), or a hard-won business license under a restricted KBLI code, a share acquisition preserves that and is usually worth the extra due diligence. If the target's value is really just a lease, a kitchen, and a customer list, buying the shares means buying their old problems for no real benefit.

Can Foreigners Acquire an Indonesian Company

Foreigners can acquire shares in an Indonesian company, but only through a PT PMA, the foreign investment limited liability company structure, and only in business lines open to foreign ownership. Indonesia's Positive Investment List sets the maximum foreign shareholding per KBLI business classification code, which can be anywhere from 0% to 100% depending on the sector. Before you negotiate a price, confirm the target's registered KBLI codes and check the current foreign ownership cap for each one, because it can differ by code even within the same company.

A foreigner cannot legally hold shares in an ordinary local PT (PT biasa) using a local friend or employee as a front, sometimes called a nominee arrangement. Indonesian courts have repeatedly treated these nominee agreements as void, which means the foreign "owner" has no enforceable claim to the shares at all if the relationship turns bad. The lawful route is converting the target to a PT PMA, or acquiring an existing PT PMA directly.

Due Diligence Before You Buy an Indonesian Company

Due diligence on an Indonesian target needs to go further than the financial statements the seller hands over. Here is what we actually pull and check on every deal:

• Deed of establishment and all amendments, and confirmation they are properly registered with the Ministry of Law and Human Rights (AHU)
• Business identification number (NIB) and whether every KBLI code the company actually operates under is correctly registered
• Tax filing history (SPT) for at least the last three to five years, plus any open tax audit or dispute
• Employment contracts, BPJS health and social security enrollment, and outstanding severance exposure
• Litigation search at the relevant district court and commercial court
• Land or lease documents, since Hak Pakai and leasehold (Hak Sewa) arrangements have different transfer mechanics than freehold
• Ultimate Beneficial Owner (UBO) report accuracy, which regulators check closely under the 2018 beneficial ownership regulation

Sellers in Indonesia rarely volunteer a tax problem or an unregistered KBLI code. You find these by requesting original documents and cross checking them against the government's own OSS (Online Single Submission) portal, not by trusting a summary deck.

The Acquisition Process Step by Step

The acquisition process has a fairly fixed order in Indonesia, and skipping a step usually means redoing it later at extra cost.

Deals with multiple licenses, land components, or more than one shareholder class run longer. We tell clients to plan for the twelve week end of the range and treat anything faster as a bonus, rather than promising six weeks and missing it.

The most expensive mistake: buying the shares without pricing the liabilities. In a share acquisition you inherit the target's tax history, labor claims and existing debts the day the deed is signed, whether or not anyone disclosed them. We have seen buyers discover a multi year tax underpayment, or a severance claim from a dismissed employee, months after closing, with no recourse because the seller is already gone or the warranty clause in the SPA was too weak to enforce. A proper due diligence report and a tightly drafted indemnity clause cost a fraction of what an undisclosed liability does. Do not skip either to save a few thousand dollars on legal fees.

PT PMA Capital Requirements After Acquisition

New PT PMA applications in Indonesia generally require a minimum investment plan of IDR 10 billion per KBLI business line, excluding land and buildings, under current BKPM/OSS rules. Buying an existing company does not automatically erase this threshold. If the target's recorded paid up capital sits below what a foreign shareholder now needs to show for its business line, you may need to inject fresh capital as part of the acquisition, which should be priced into the deal from the start rather than discovered at the registration stage.

This is also the point where new foreign directors or commissioners typically need their own work and stay permits sorted. Our work permit and residence visa guide covers what a foreign director needs once they are formally appointed, and our work visa and KITAS guide walks through the sponsorship side for anyone relocating to run the acquired business.

Buying a Business in Bali: Villas, Restaurants and Leasehold Land

Bali acquisitions carry an extra layer because so much hospitality stock sits on leasehold land rather than freehold. Foreigners and PT PMA entities cannot hold Hak Milik (freehold) title, so a villa or restaurant target usually operates on a long term lease (Hak Sewa) or a right to use (Hak Pakai) arrangement with the landowner. Before you agree a price, check the remaining lease term against your own business plan, check whether the lease is registered or just a private agreement, and check whether the lease transfers automatically with a share sale or needs the landowner's separate consent.

Tourism and F&B businesses in Bali also tend to carry informal staffing arrangements that do not match what is filed with BPJS, which surfaces during due diligence more often here than in Jakarta corporate deals. Factor a proper labor audit into the timeline rather than treating it as a formality.

FAQ

What is a company acquisition in Indonesia?

A company acquisition in Indonesia is the purchase of an existing Indonesian legal entity's shares, or of specific assets belonging to that entity, rather than incorporating a new company. Foreign buyers typically acquire shares in a PT PMA, the foreign investment company structure, since direct foreign ownership of an ordinary local PT is not legally permitted without converting it to a PMA first.

Can a foreigner buy an existing Indonesian company?

Yes, through a PT PMA structure. A foreigner can acquire shares in an existing PT PMA directly, or convert a local PT into a PT PMA by injecting foreign capital at the level required for the relevant business line. Direct foreign shareholding in an untouched local PT, or using a local nominee to hold shares informally, is not legally enforceable in Indonesia.

How much does it cost to acquire a company in Indonesia?

Legal and advisory fees for a company acquisition in Indonesia typically range from USD 4,000 to USD 20,000, covering due diligence, deal drafting, notarial registration and post acquisition compliance. This excludes the purchase price itself, notary disbursements, stamp duty and any capital injection needed to meet minimum investment thresholds. Costs scale with company size, sector complexity and how many licenses need updating.

What is the difference between a share acquisition and an asset acquisition in Indonesia?

A share acquisition transfers ownership of the entire legal entity, including its existing licenses but also its past tax liabilities, debts and disputes. An asset acquisition transfers only named assets, such as a lease, equipment or a brand, leaving the old entity and its liabilities behind. Share acquisitions suit targets with valuable, hard to obtain licenses; asset acquisitions suit targets with a messy history or where only part of the business is wanted.

How long does a company acquisition take in Indonesia?

A typical company acquisition in Indonesia takes six to twelve weeks from signed letter of intent to updated licenses, covering due diligence, share purchase agreement negotiation, notarial deed execution, Ministry of Law approval and OSS license updates. Deals involving multiple business licenses, land components or capital injection to meet investment thresholds usually run toward the longer end of that range.

What due diligence is needed before buying a company in Indonesia?

Due diligence should cover the company's registered deed and amendments, its NIB and KBLI business codes, three to five years of tax filing history, employment and BPJS compliance, any open litigation, land or lease documentation, and the accuracy of its Ultimate Beneficial Owner report. Original documents should be cross checked against the government's OSS portal rather than relying on a summary provided by the seller.

What is the minimum capital requirement after acquiring a PT PMA?

Current regulations generally require a minimum investment plan of IDR 10 billion per business line (excluding land and buildings) for a PT PMA under OSS rules. If an acquired company's existing paid up capital falls below this for the foreign shareholder's intended business line, the buyer typically needs to inject additional capital as part of closing, which should be priced into the deal in advance rather than discovered afterward.

Can I use a local nominee to hold company shares in Indonesia as a foreigner?

No. Nominee arrangements, where an Indonesian individual holds shares on paper for a foreign beneficial owner, are not legally enforceable and Indonesian courts have voided such agreements in disputes. The lawful path for foreign ownership is a properly registered PT PMA, acquired directly or created by converting a local PT with a genuine capital injection, not an informal side agreement with a local shareholder.

If you are weighing a company acquisition against starting fresh, or you need the acquired entity's directors properly licensed to live and work in Indonesia, read our work visa and KITAS guide and our page on work permits and residence visas, or get in touch through our about page to talk through a specific target before you sign a letter of intent.