Contract Due Diligence in Bali: PPJB, SPA, Lease, PMA
Quick answer: contract due diligence in Bali (2026)
- What we review: PPJB and AJB (property sale), Akta Sewa and long leases, villa management contracts, PT PMA shareholder and joint venture agreements, employment contracts for TKA and local staff, service and supply agreements.
- Turnaround: 3 to 5 business days for a single contract, 5 to 10 for a PMA shareholder agreement or a full property file. [VERIFY with the firm]
- Deliverable: a written issues memo in English, clause by clause, with the Indonesian law cited and the fix for each point.
- Law we check against: the Civil Code (KUHPerdata), UU 5/1960 (Agrarian Law), PP 18/2021, UU 24/2009 Art. 31 (Bahasa requirement), UU 40/2007 (companies), UU 13/2003 as amended by the Omnibus Law (employment).
- Where: Bali (Kerobokan office) and Jakarta (ASG Tower). Files reviewed remotely for clients abroad.
WhatsApp +62 877-9626-0478: send your contract for review
The contract due diligence checklist we run
| Check | What we look for | Legal basis |
|---|---|---|
| Parties and capacity | Is the seller the registered holder? Spouse consent (marital property), heirs, company signatory authority per the articles and AHU records | KUHPerdata Art. 1320; UU 1/1974 Art. 35-36; UU 40/2007 |
| Title and zoning | Certificate type (SHM, HGB, Hak Pakai), term remaining, encumbrances at BPN, RDTR zoning for the intended use, PBG/SLF status | UU 5/1960; PP 18/2021; PP 16/2021 |
| Foreign holding structure | Whether the buyer can lawfully hold the right offered. No nominee arrangements | UU 5/1960 Art. 21, 26(2); PP 18/2021 |
| Price, tax and payment | Who bears BPHTB 5%, PPh 2.5%, PPN 11% on developer sales, PPAT fee cap, escrow and release conditions | UU 1/2022 (BPHTB); PP 34/2016; Permen ATR/BPN 33/2021 |
| Termination and default | Penalty clauses, refund of deposits, force majeure, whether a PPJB can be unwound and on what terms | KUHPerdata Art. 1266-1267, 1338 |
| Language | Bahasa Indonesia version present and prevailing-language clause consistent | UU 24/2009 Art. 31 |
| Powers of attorney | Scope, revocability, notarised and (for foreign signers) apostilled. No absolute POA to sell land | KUHPerdata Art. 1792-1819; Instruksi Mendagri 14/1982 |
| Land vs company documents | For a PT PMA purchase: deed of establishment, NIB, KBLI match, shareholder approvals; for land: certificate, PBB receipts, IMB/PBG, SLF | UU 40/2007; PP 5/2021 (OSS) |
| Dispute resolution | Governing law, forum (court vs BANI arbitration), enforceability against an Indonesian party | UU 30/1999 (arbitration) |
Contracts we review most in Bali
- PPJB (preliminary sale and purchase) and AJB (PPAT transfer deed) for villas and land. See what a PPAT does in a Bali property transaction.
- Akta Sewa and 25 to 30 year leasehold agreements, including extension options and recording at BPN.
- PT PMA shareholder agreements, joint ventures and nominee-free structures. See PT PMA setup cost.
- Employment contracts for foreign (TKA) and Indonesian staff under UU 13/2003 as amended.
- Villa management, construction and supply agreements.
How the review works
- Send the draft contract and, for property, the land certificate, IMB/PBG and latest PBB receipt by WhatsApp or email.
- We confirm scope, fixed fee and turnaround in writing the same business day.
- We run the checklist above, pull the BPN certificate check where land is involved, and draft the issues memo.
- You receive the memo and a call to walk through the points. We then negotiate or redraft the clauses with the other side’s notary if instructed.
Frequently asked questions
What is the difference between a PPJB and an AJB?
A PPJB (Perjanjian Pengikatan Jual Beli) is a preliminary sale and purchase agreement made before a notary; it binds the parties but does not transfer title. The AJB (Akta Jual Beli) is the PPAT deed that actually transfers the land right and is registered at BPN. Paying in full on a PPJB without a clear route to the AJB is the most common Bali property mistake we review.
Does my contract have to be in Bahasa Indonesia?
Yes if an Indonesian party is involved. Article 31 of UU 24/2009 requires the agreement to be in Bahasa Indonesia, with a foreign-language or English version alongside it for the foreign party. Indonesian courts have declared English-only agreements void on this ground.
How long does contract due diligence take?
A single contract (PPJB, lease, employment, service agreement) is normally 3 to 5 business days from receiving the full file. A PT PMA shareholder agreement or a bundled property file with land certificate, PBG and tax checks is 5 to 10 business days. [VERIFY: current turnaround with the firm before quoting.]
What do I receive at the end?
A written issues memo in English: each clause we flag, the Indonesian law behind the concern, the risk to you, and the exact wording change or document we need before you sign. Where the deal involves land we add a title and zoning summary.
Can you review a contract I have already signed?
Yes. We review signed PPJB, leases and shareholder agreements to tell you what you are bound to, what is unenforceable, and how to exit or renegotiate. For land deals we check whether the deed you hold actually transferred the right you paid for.
Related: property due diligence in Bali and notary vs PPAT fee caps.