Frequently Asked Questions: #minimumcapitalrequirements

The minimum capital requirements for a PMA (Penanaman Modal Asing) company in Indonesia are set by Ministry of Investment and Downstream Industry/BKPM Regulation No. 5 of 2025 (in force since October 2025):

• Total Investment Value: The minimum investment plan for a PMA company is more than IDR 10 billion (approximately USD 600,000) per 5-digit business classification (KBLI) per project location, excluding land and buildings.

• Issued and Paid-up Capital: The minimum issued and paid-up capital is IDR 2.5 billion per company — reduced from the IDR 10 billion that applied between 2021 and 2025.

• 12-Month Holding Requirement: The paid-up capital must be deposited into the company’s Indonesian bank account and remain there for at least 12 months after deposit.

• Joint Ventures: For joint ventures with Indonesian partners, the paid-up capital requirement applies to the company as a whole, with shares held in proportion to each party’s ownership percentage.

• Sector Exceptions: Some business activities calculate the investment value differently — for example, wholesale trade per 4-digit KBLI, and food and beverage services per 2-digit KBLI per location — and some sectors set higher thresholds. It’s essential to check the specific rules for your industry.

• Proof of Capital: Shareholders sign a capital statement, and the paid-up capital must be deposited in an Indonesian bank account under the company’s name.

• Gradual Investment: The IDR 10 billion investment plan is a commitment realized over time as the business develops — it does not need to be deposited up front. Realization is reported to the Ministry of Investment through periodic investment activity reports (LKPM).

• Capital Increases: Companies can start with the minimum required capital and increase it later as needed.

It’s important to note that these requirements may be subject to change, and certain business sectors or special economic zones might have different capital requirements. Always consult with a qualified professional or the relevant Indonesian authorities for the most up-to-date information regarding your specific business case.

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A PMA (Penanaman Modal Asing) company is a foreign direct investment entity in Indonesia that allows foreign investors to own and operate a business in the country. Key points about PMA companies include:

• Legal structure for foreign investment in Indonesia
• Allows foreign ownership of businesses, subject to certain restrictions
• Registered through the Online Single Submission (OSS) system, overseen by the Ministry of Investment and Downstream Industry (BKPM)
• Must comply with the Positive Investment List (Presidential Regulation 10/2021, as amended), which replaced the old Negative Investment List (DNI) and opens most sectors to full foreign ownership
• Requires an investment plan of more than IDR 10 billion (approximately USD 600,000) per business classification (KBLI) per location, with minimum paid-up capital of IDR 2.5 billion
• Offers benefits such as the ability to sponsor foreign work permits and conduct business activities across Indonesia
• Subject to specific tax regulations and reporting requirements for foreign-owned entities
• May require local shareholders in a small number of restricted business sectors
• Provides a formal structure for foreign investors to participate in Indonesia’s growing economy

Setting up a PMA company involves several steps, including OSS registration, company incorporation, obtaining necessary risk-based licenses, and ensuring ongoing compliance with Indonesian regulations. It’s advisable to seek professional assistance when establishing and managing a PMA company to navigate the complex regulatory environment effectively.

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Yes. Buying a shelf company (a pre-established, dormant PT PMA) changes the timeline, not the capital obligations. The two-part capital test applies to the company regardless of how you acquired it:

• Paid-up capital of at least IDR 2.5 billion (reduced from IDR 10 billion in October 2025)
• An investment plan of more than IDR 10 billion, excluding land and buildings, per business classification (KBLI) per location

A shelf company must already have its paid-up capital properly evidenced from establishment; the buyer takes the company over with that structure in place. What a shelf company does not do is provide a lawful way around the investment-plan commitment for the business you intend to run — the plan attaches to the licensed business activity, and adding or activating a KBLI brings the requirement with it.

What a shelf company legitimately offers is speed: the incorporation, tax registration and bank account groundwork already exist, so operations can begin weeks earlier than a fresh establishment. That is the honest reason to buy one.

Treat with caution any offer of a shelf company marketed as a way to “avoid the IDR 10 billion” — the claim confuses the paid-up reduction (real, now IDR 2.5 billion) with the investment plan (unchanged). Our guide to PMA capital requirements explains the two tests in detail.

Okusi Associates maintains a small stock of clean shelf companies and performs due diligence on any externally-sourced one before a client commits.

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Both, at different moments — and the distinction causes more confusion than any other part of PMA establishment.

At licensing (OSS/NIB stage): the paid-up capital of IDR 2.5 billion is evidenced by a self-declaration (pernyataan mandiri) stored electronically with the business identification number. No bank statement is demanded at this point. The declaration commits the company not to move the capital out of its account for twelve months — with exceptions for asset purchases, construction and normal operations, which is to say the money may be used, just not repatriated.

Under company law: at least 25% of authorised capital must be issued and fully paid, with valid proof of deposit filed electronically with the Ministry of Law within 60 days of the deed of establishment. This is a hard deadline with real evidence attached — the money must actually arrive in the company’s account.

The investment plan (more than IDR 10 billion per KBLI per location, excluding land and buildings) is a commitment realised over time and reported through quarterly LKPM filings — it is not a deposit at all.

So the accurate summary: the IDR 2.5 billion is real money that must be deposited and evidenced within the company-law deadline; the IDR 10 billion-plus is a spending commitment, not a transfer. Any adviser telling you the whole thing is “just a declaration” is describing the licensing screen, not the law.

Full analysis in our guide: PMA capital requirements.

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