Questions we are often asked.

We work with founders, business owners and investors on the corporate and commercial matters behind doing business in Indonesia. That includes company setup and business structuring, commercial contracts, ownership and shareholder matters, corporate changes, investment, capital, restructuring and corporate transactions.

Some clients come to us for a single matter. Others continue to work with us as the business develops and its needs change.

Yes. We assist with PT PMA establishment, including the business activities the company will carry out, KBLI classifications, ownership, capital and the corporate arrangements that sit behind the company.

Where several founders or investors are involved, we can also advise on how the arrangements between them should be structured, including ownership, contributions, responsibilities and decision-making.

In many cases yes. A large number of business activities are open to full foreign ownership, but this depends on the activities the company will carry out and on the regulations that apply to them at the time.

Some activities are restricted, some require an Indonesian shareholder and some are closed to foreign investment altogether. The position can also differ depending on where the business will operate. We check this against your intended activities before any structure is decided.

KBLI is Indonesia’s standard classification of business activities. Every company registers the classifications that correspond to what it does.

The classifications matter because they determine what the company may lawfully carry out, which licences it needs, how the activity is treated for risk purposes and, in some cases, whether foreign ownership is permitted. Choosing them accurately at the outset avoids having to correct the position later.

Yes. We prepare and review the agreements businesses use in their operations and commercial relationships, including:

• service agreements
• cooperation agreements
• supplier and vendor agreements
• licensing arrangements
• other commercial contracts

Where the underlying commercial arrangement has not yet been settled, we can help work that through first, so the document reflects what the parties actually intend.

Yes. We can review the agreement, identify the commercial and contractual points that matter, and discuss any changes worth proposing.

Where it is useful, we can also assist with the negotiation itself.

Yes. Some clients engage us for a specific project. Others return as matters come up, whether that is a corporate change, a new agreement, an investment or another corporate requirement as the business develops.

Yes. This is one of the areas we work in most often. We can advise on how the investment should be structured, what the ownership looks like afterwards, how capital is treated, what rights the investor receives and how decisions will be made.

We then prepare the documentation and carry out the corporate steps needed to give effect to it.

Yes. A departure usually involves a share transfer and a change in ownership, but it also raises questions about existing rights and obligations, any shareholder arrangements already in place and what should apply between the remaining shareholders afterwards.

We advise on those points and handle the corporate implementation.

Not every company needs one, and the right arrangement depends on the circumstances. Where there are several founders or investors, however, a shareholders agreement is often worth having.

It can deal with matters such as:

• how decisions are made
• how the business will be funded
• transfers of shares
• rights between shareholders
• what happens if someone leaves
• how future investment is handled

Yes. Businesses change, and a structure that made sense at the beginning may no longer match the current ownership, activities, capital or plans.

We can review the existing arrangement and advise on what should change, and then carry out those changes where appropriate.

Yes. We advise founders, shareholders and investors on matters including acquisitions, investment transactions, ownership and capital restructuring, share swaps and cross-border ownership changes.

Depending on the matter, that can cover structuring at the outset, negotiation, documentation and corporate implementation.

Fees depend on the scope and complexity of the matter. More straightforward services can often be quoted on a fixed-fee basis, while advisory and transaction work is scoped according to what is involved.

In every case, the scope and the fee are agreed with you before the engagement begins.

It depends on the type of work. Some advisory and contract matters can be dealt with relatively quickly.

Company establishment, restructuring and transactions often depend on factors outside our control, including negotiations, documents from other parties, notaries, government systems and third-party approvals. Once we understand the matter, we can give you a realistic timeline.

Yes. We are based in Bali and work with clients across Indonesia, as well as with founders, investors and businesses based overseas.

Much of the advisory work and most meetings can be handled remotely.

Our current focus is corporate advisory work. Where a matter also requires immigration, tax, accounting, notarial or other specialist expertise, we can work alongside or coordinate with the appropriate professionals.

For immigration matters in particular, clients are often assisted by our sister company KIA Consulting, which has operated in Indonesia since 2015.