Bali Off Script

How do you close a PT PMA?

A dormant company does not quietly disappear. Obligations keep accruing and the eventual cost of regularising exceeds maintaining it.

By Kai, Bali property adviser Updated 4 min read

A company that stops trading does not stop existing, and a PT PMA left to lapse becomes considerably more expensive than one closed deliberately.

What keeps accruing

Monthly tax filings. Employee withholding, third-party withholding, VAT where registered, and corporate income tax instalments. Each has a deadline and each missed deadline generates a penalty.

Quarterly LKPM investment activity reports, required of PMA companies and genuinely enforced.

Annual corporate income tax return with financial statements.

Annual shareholder meeting and minutes, a company law requirement frequently forgotten by single-shareholder companies.

Licence and NIB status, which lapse or become non-compliant without attention.

None of that stops because you stopped trading, left Indonesia or lost interest. Penalties accumulate against a company nobody is watching, and the arrears have to be cleared before the company can be closed at all.

Two or three years of that typically costs more than keeping the company compliant would have.

The process

Shareholder resolution to dissolve. A formal RUPS resolution, recorded in a notarial deed.

Appointment of a liquidator, who carries out the winding up.

Public announcement, giving creditors an opportunity to come forward, with a defined period.

Settling liabilities. Creditors, employees, taxes.

Employee termination, which is the part foreign owners underestimate. Indonesian labour law requires severance, service appreciation pay and compensation calculated on length of service. For long-serving staff this can be many months of salary each, and it is not negotiable down by agreement.

Tax clearance. The tax office must confirm there is nothing outstanding. This requires all filings to be current — including the ones you did not make — and it is usually the longest step.

Deregistration through OSS and cancellation of the NIB and licences.

Ministry approval of the dissolution and removal from the company register.

Closing the bank account, after everything else.

How long and how much

Months rather than weeks, and frequently longer than a year where filings are in arrears or a tax position is unresolved.

Cost depends entirely on how clean the company is. A compliant company with no staff and no liabilities is a manageable professional exercise. A company with three years of missed filings, penalties and staff is a substantially larger one.

The immigration connection

If the company sponsored anyone's KITAS, those permits are tied to it.

Closing the company ends the sponsorship. Anyone holding a permit through it needs to arrange an alternative or an EPO to close the permit properly. Leaving permits open against a dissolved company creates a record problem that surfaces at the next application.

If you are working toward KITAP through an investor or work route, dissolving the sponsoring company breaks the continuity, which resets the qualifying clock.

Plan the immigration position before the company position, not after.

If the company holds property

This is the important one for anyone reading this site.

A PT PMA holding HGB over land cannot simply be dissolved while holding it. The property has to be dealt with first — sold, or transferred — and both have tax consequences and require the title position to be in order.

There is also an alternative that is frequently better: sell the company rather than close it. A buyer takes the shares and the asset, which can be cleaner and faster for the right purchaser. It narrows the buyer pool to those willing to take on an Indonesian company with its history and liabilities, which is precisely why the accounts need to be clean well in advance.

A company with current filings and clean books is saleable. One with three years of arrears is not, and that difference is worth more than the cost of staying compliant.

If you are leaving Indonesia

Decide deliberately between three options, and take one.

Close it properly, accepting the cost and the time.

Keep it compliant, appointing someone to handle filings, if there is a reason to retain it.

Sell it, if it holds something worth buying.

Abandoning it is not a fourth option. It is the most expensive version of the first one, deferred.

Common questions

How do you close a PT PMA in Indonesia?

By shareholder resolution before a notary, appointing a liquidator, announcing publicly, settling liabilities, obtaining tax clearance, deregistering through OSS and obtaining ministry approval.

What happens if I just abandon my Indonesian company?

Filings and penalties keep accruing, and the arrears must be cleared before the company can be closed at all. It becomes more expensive than either closing or maintaining it.

How long does it take to close a PT PMA?

Months, and frequently over a year where filings are in arrears or a tax position is unresolved. Tax clearance is usually the longest step.

Can I close a PT PMA that owns property?

Not while it holds the property. The asset must be sold or transferred first, with the tax consequences and title position resolved.

Is it better to sell or close a PT PMA?

Selling can be faster and recovers value, but only if the accounts and filings are clean. A company with years of arrears is not saleable.

Kai, Bali property adviser

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