Company Dissolution in Indonesia
Overview
This service allows the formal dissolution of your company in Indonesia to mitigate any operational, legal and financial risks entirely in the foreseeable future. Business Hub Asia is equipped to provide support throughout the entirety of the dissolution, closing procedure, encompassing strategic planning, obligation settlement, and the administration of legal documentation, ensuring a seamless and legally compliant process.
Get Expert HelpKey Features
Legal & Compliance Consultation
Comprehensive advisory services ensure compliance with LLC law and relevant regulations during the dissolution process.
Asset & Liability Settlement
Assistance in settling all company liabilities, including debt repayment and asset distribution to shareholders.
Document Preparation & Filing
Processing of important documents such as dissolution announcement in mass media, final financial statements, and filing to the Ministry of Law & Human Rights (Kemenkumham).
Tax Clearance Assistance
Assist in the process of obtaining a Fiscal Clearance Letter (SKF) as a condition of tax settlement before closing the NPWP.
Final Deregistration
Completion of all legal closing procedures in the AHU Online system and revocation of the company's NPWP.
Minimum Requirements
Company Deed
Company Deed of Establishment and Recent Amendments
Financial Report
Latest Financial Report
Shareholder Resolution
Resolution of the General Meeting of Shareholders (GMS) related to dissolution
Assets & Liabilities
List of Company Assets and Liabilities
Tax Documentation
NPWP and Proof of Latest Tax Payment
Signatory Availability
Availability of Shareholders and/or Director(s) to sign the necessary document
Process and Timeline
1
Initial Consultation & Preparation of Liquidation Plan
Explanation to shareholders outlining the company’s dissolution process, relevant legal regulations, and the proposed plan for settling the company’s liabilities. Estimated time: 3-5 working days
2
Appointment of Liquidator
To appoint a liquidator, the dissolution plan must be ratified at a General Meeting of Shareholders (GMS). A notary public will then formalize the minutes of this GMS into a deed. Estimated time: 5-7 working days
3
Announcement of Liquidation and Settlement of Company Obligations Company Liquidation Process
The announcement of a company’s dissolution is published at least twice in national media within 30 days to notify creditors and invite them to submit their claims. Subsequently, the appointed liquidator undertakes the settlement of all company liabilities. This includes the payment of outstanding debts, taxes, employee salaries and benefits, and the dissolution of remaining company assets. Estimated time: 2-4 months (depending on the complexity of assets and liabilities)
4
Preparation of Liquidation Report
The liquidator prepares a final dissolution report that includes the results of the dissolution and the remaining assets (if any) to be distributed to shareholders for signing. Estimated time: 5-10 working days
5
Closing of Taxation Documents, Bank Accounts and Other Administration
Take care of the cancellation of NPWP, PKP certificate (if any), and other tax documents at KPP. Closing the company’s bank account and canceling the related business license. Estimated time: 10-20 working days
6
Ratification of Report & Submission to the Ministry of Law & Human Rights
The approved dissolution report is submitted to the Ministry of Law & Human Rights following the GMS, for the official dissolution announcement of the legal entity. Estimated time: 10-15 working days.
*The overall company dissolution process usually takes around 3-6 months or more, depending on the complexity of the company's liabilities, assets, and business sector.
Important Consideration
- A valid General Meeting of Shareholders (GMS) Resolution is a prerequisite for the company’s dissolution process.
- The dissolution announcement must be published in the national media at least twice.
- All tax obligations and outstanding owed to the government must be settled before the NPWP revocation process to complete the dissolution service.
- The dissolution process cannot be carried out if there are still legal disputes or unresolved debts against the company.
Frequently Asked Questions
What is a company's dissolution process?
Company dissolution is the process of winding up the company as a legal entity, which includes payment of obligations to creditors and distribution of remaining assets to shareholders (persero).
What is the difference between dissolution and winding up a company?
When a company winds up, many things need to be taken care of, such as ending all business activities and selling company stock and assets. This process allows the company to resolve any internal-external issues and prepare itself should the shareholders decide to cease the company’s existence.
Dissolution is the next stage of ‘winding up’ in which a company applies to remove its legal and tax presence from government records.
Is a company required to appoint a liquidator?
Yes, the appointment of a liquidator is mandatory by the provisions of Law No. 40 Year 2007 on Limited Liability Companies.
Will taxes still have to be paid during the dissolution process?
Yes, all tax obligations must be settled, and a Fiscal Certificate (SKF) must be obtained before closing.
What are the consequences of a liquidator or company not publicizing dissolution through media channels?
Failure to notify creditors and the relevant minister renders the company’s dissolution ineffective against third parties. In such cases of negligence, the liquidator or the company bears joint and several liability for any losses incurred by these third parties.
What is the procedure if a party objects to the company's dissolution process?
Objections to the company dissolution process can be filed with the district court. While the dissolution will proceed, the objecting party may initiate a lawsuit to annul or modify it. The court will then adjudicate the validity of the objection according to relevant legal provisions.
Does the dissolution process apply to foreign investment companies (PT PMA)?
Yes, PMA companies can be dissolved, but they must fulfill additional provisions applicable to foreign investment.
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