The obligation for foreign companies to perform a divestment of part their shares to Indonesian companies has raised already much discussion among foreign investors. Before the enactment of BKPM regulation number 5/2013 on Guidelines and Procedures on Licensing and Non-licensing of Capital Investment as amended by BPKM regulation number 12/2013 (BKPM Regulation), divestment was required for all foreign companies (PMA) in Indonesia. The new regime of the BKPM Regulation removes this obligation, even though there are still sectors in Indonesia which require foreign companies to divest, such as the mining sector.

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In late September, the Minister of Public Works (Minister) issued Minister Regulation number 10/PRT/M/2014 regarding Guideline Requirements for Giving Permission Foreign Construction Service Representative Office (New Regulation). The New Regulation for construction representative offices in Indonesia replaces the old Minister regulation 05/PRT/M/2011 (Old Regulation) which had a similar title. The New Regulation has become more comprehensive than the Old Regulation and in this column we will discuss the most significant changes for foreign investors.

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Overtime by employees in Indonesia is allowed under certain conditions. Indonesian Law Number 13 of 2003 regarding Manpower (Labor Law) and its implementing regulation in Decree of Manpower and Transmigration Minister Number 102/MEN/VI/2004 regarding Overtime and Overtime Wages (Overtime Regulation) set these conditions. Based on the foregoing, legislation employees are working overtime if the work time exceeds the seven hours per day in a six day work week, or the eight hours per day in a five day work week, or on weekly rest days, or on Indonesian public holidays.

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Indonesian Law number 13 of 2003 regarding Manpower (Labor Law), stipulates four types of termination compensation which are applicable to permanent employees upon termination of their employment agreement: uang pesangon, uang penghargaan masa kerja, uang pisah, and uang penggantian hak. In this legal business column we will explain the exact meaning of each type of termination compensation and how each termination compensation is calculated based on the Labor Law.

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An amendment to the articles of association of a limited liability company in Indonesia - a PT in case of local investment and PT PMA in case of foreign investment - must be approved by the general meeting of shareholders. Besides approval of the general meeting of shareholders, law number 40 of 2007 (Company Law) requires in certain cases also approval of the Minister of Law and Human Rights (Minister). In this column we discuss such specific amendments and we will explain the approval procedure of such amendments.

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The articles of association of an Indonesian limited liability company (a PT in case of local investment and PT PMA in case of foreign investment) are initially drafted at the establishment of the company. The articles of association form part of the deed of incorporation. In this week’s column we will discuss the provisions which regulate the content of the articles of association and other relevant requirements, which are set out in the Indonesian law number 40 of 2007 (Company Law).

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In Indonesia a foreign investment limited liability company (PT PMA) and/or local investment limited liability company (PT) must obtain a Minister’s Decree regarding the legalization of the legal entity status of the company, based on article 7 (4) of law number 40 of 2007 (Company Law). In order to obtain such Minister’s Decree, the founders must submit an application to the Minister of Law and Human Rights (Minister). The exact requirements for submitting such legalization application are stated in article 9 (1) Company Law and Minister regulation number 4 of 2014 (Minister Regulation).

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The limited liability company (local PT or foreign PT PMA) in Indonesia is regulated under law number 40 of 2007 (Company Law). The Company Law sets the minimum establishment requirements for a limited liability company, but does not regulate the different company types for limited liability companies in Indonesia. These are regulated in law number 20 of 2008 (SME Law) which essentially differentiates micro companies, small companies, medium companies and large companies. This column will discuss the differences in company types in Indonesia.

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Both a foreign investment limited liability company (PT PMA) and local investment limited liability company (PT) must be established by two or more shareholders according to Article 7 of law number 40 of 2007 (Company Law). The shareholders can be individuals and/or legal entities of foreign or Indonesian nationality. In this column we will deepen the minimum requirements as set by the Company Law for shareholders in foreign and local limited liability companies.

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Establishment of a company in Indonesia is done through a foreign investment and is subject to specific establishment requirements. A foreign investment is by law 25 of 2007 (Investment Law) defined as an investing activity conducted by a foreign investor for running a business inside Indonesia (including company establishment). Such foreign investment can be conducted either by using 100% foreign capital (which is subject to certain restrictions) or by partially using domestic capital. A foreign investor can be a foreign person, a foreign company or a foreign government body.

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