Action Plan for Establishment of PMA Company

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Tata cara mendirikan perusahaan PMA

Transcript of Action Plan for Establishment of PMA Company

ACTION PLAN

ACTION PLAN

Proposed Establishment of PMA Company

NoActionsDocuments/Information RequiredStatus of Documents/ Information RequiredTarget Submission DateEstimated Completion TimeParty in ChargeRemarks

1. Name reservation of the Company with the Minister of Law and Human Rights (MOLHR) through the Notary.Name and domicile of the Company (address)28 November 2012 1 - 2 working daysNotary

2. Preparing draft Deed of Establishment (DOE) containing the Articles of Association of the Company a. Final draft DOE30 November 2012

2 - 3 working days

Company

3. b.Description of business activities(i)

4. c. Amount of authorised and subscribed/paid-up capital, number of shares in the Company and nominal value per share(i)

5. d. Names of all shareholders of the Company and their shareholding percentage in the Company(i)

6. e.All articles of association of the shareholders of the Company (if the shareholder is a company) and its MOLHR approval (if the shareholder is an Indonesian company)

7. f.Passport or Indonesian Identity Card (KTP) of the shareholders and other supporting document (e.g, evidence of residential address this could be in the form utility bills) which contains the current address of the shareholders (if the shareholder is an individual)

8. g.Taxpayer registration number (Nomor Pokok Wajib Pajak NPWP) of the Indonesian shareholders of the Company (if there is any Indonesian shareholder)

9. h.Documents evidencing names and positions of the current directors of the shareholders of the Company (if the shareholder is a company)

10. i.Names of the President Director and other directors in the Company

11. j.identity card/passport of each of the directors of the Company and other supporting document (e.g, evidence of residential address this could be in the form utility bills) which contains the current address of the directors;

12. k.Names of the President Commissioner and other commissioners in the Company(i)

13. l.identity card/passport of each of the commissioners of the Company and other supporting document (e.g, evidence of residential address this could be in the form utility bills) which contains the current address of the commissioners

14. Preparation and submission of investment registration application form to Indonesian Capital Investment Coordinating Board (BKPM) for the investment registration.

a.BKPM investment registration application form14 December 2012 5 working days(excluding the time required for legalisation of the POA at the place of execution)Company

15. b.Power of Attorney (POA) to sign and/or submit the investment registration application form if the proposed shareholder(s) are represented and copy of passport of the signatory person of the POA.

16. c.All documents as referred to in Nos. 2.b 2.l above

17. d. Any other documents that may be requested by BKPM

18. Issue of registration letter from BKPM for the Company.BKPM to issue the registration letter.28 December 20121 working day

Company

19. Executing the DOE of the Company before the Notary.a. Copy of BKPM registration letter, as referred to in item No. 4 above 1 working day

(excluding the time required for legalisation of the POA at the place of execution)Notary

20. b. POA to sign the DOE if the DOE is signed by the attorney in-fact of the founding shareholders and copy of passport of the signatory person of the POA.

21. c. A statement letter signed by all shareholders, directors and commissioners of the Company stating that the Company is located at the domicile as stated in the DOE

22. d. A statement letter signed by each of the shareholders of the Company stating that the shareholder will pay their subscription of shares of the Company upon the issuance of the approval from the MOLHR as referred to in item 6 below and the opening of the Companys bank account in item No. 11 below.

23. e. All documents as referred to in Nos. 2.a 2.l above

24. Submitting the DOE to the MOLHR for approval for the establishment of the Company.

a. Receipt of payment of subscribed/paid up capital or statement letter from the Bank that the subscribed capital has been paid to the bank account of the Company.

8 January 2013 (after the execution date of the DOE)

3 working days (for the submission process)

21-28 days (for MOLHR to issue such approval)

(the physical documents of the MOLHR approval will be delivered within 23 days following the approval date)Notary

b. All documents as referred to in Nos. 2.b 2.l above

25. Obtaining Letter of Domicile (Surat Keterangan Domisili Perusahaan SKDP) issued by the Head of local Village (Lurah) whose working territory covers the location of the Company.Copy of the SKDP issued by building management (if the Company is located in a building) or a copy of lease agreement (if the office of the Company is located elsewhere) 5 working daysNotary

26. Obtaining NPWP of the Company. a. Copy of DOE; andb. Copy of identity card of the Board of Directors (BOD). 5 working daysNotary

27. Obtaining Taxable Entrepreneur Confirmation Number (Nomor Pengukuhan Pengusaha Kena Pajak - NPPKP) of the Company.a. Copy of lease agreement between the Company and its building landlord; and b. Copy of SKDP

5 working daysNotary

28. Registering the DOE and the MOLHR approval in the Company Register at the Ministry of Trade (MOT) and obtaining a Company Register Certificate (Tanda Daftar Perusahaan - TDP). a. Copy of DOE;b. Original and Copy of MOLHR Approval;c. Copy of AOA/identity card of the shareholders, the BOD, and the Board of Commissioners;d. Copy of BKPM approval;e. Copy of NPWP; f. Application form; andg. Copy of SKDP. 10 working daysNotary

29. (i) Opening bank account of the Company for the founding shareholders to pay in the subscribed/paid up capital; and

(ii) Payment of subscribed/paid up capital to the bank account.Subject to the requirements of the relevant Bank. To be arranged by the Company.[Company to confirm]Company

30. Preparation and submission of capital investment principle permit (izin prinsip penanaman modal) application form to Indonesian Capital Investment Coordinating Board.

a. BKPM capital investment principle permit application form;

b. Copy of BKPM investment registration;

c. Copy of DOE;d. Original and Copy of MOLHR Approval;e. Copy of NPWP;f. Flowchart of production process;g. POA to sign and/or submit the capital investment principle permit form if the Company is represented and copy of passport of the signatory person of the POA.

5 working daysCompany

Post-Establishment of the Company

31. Preparing the documents for the application of the Environmental Management Efforts Report and Environmental Monitoring Efforts Report (Upaya Pengelolaan Lingkungan dan Upaya Pemantauan Lingkungan UKL/UPL) [To be confirmed by environmental consultant of the Company][ 1 2 month] Environmental consultant/ Company

32. Issuing Share Certificate to each of the shareholders.1 working dayCompany

33. Recording the share ownership of the shareholders in the Register of Shareholders of the Company.1 working dayCompany

34. Convening the first GMOS 1 working day Company

35. Mandatory Manpower Report (Wajib Lapor Tenaga Kerja - WLTK) to the local office of Minister of Manpower of Republic of Indonesia (MOM).

a. Completed form of WLTK

b. SKDP of the Company;

c. The list of employees (names, position in the Company and address);

d. Copy of organisational chart of the Company;

e. DOE of the Company; and

f. MOLHR Approval of the Company.g. Company Register issued by MOT 5 working daysAgent/Company

36. Submitting application for Certificate of Employee Social Security (Jaminan Sosial Tenaga Kerja - Jamsostek).a. Completed JAMSOSTEK form;

b. Copy of BKPM principle permit of the Company;

c. Copy of NPWP of the Company; andd. Copy of Letter of Domicile of the Company.e. ID Card of each Employee7 days after the registration and payment of the first payment of JamsostekCompany

37. a. Drafting a company regulation and submitting it to the MOM for obtaining ratification to the Company Regulation; or The company regulation must contain at least the following information:

a. The rights and obligations of the employer;

b. The rights and obligations of the employees;

c. Working conditions;

d. Companys discipline and rules of conduct; ande. The term of the Company Regulation. 30 working days from receipt of the draft Company Regulation.Company

b. Executing a collective labour agreement (if there is any labour union in the Company) The collective labour agreement must at least contain the following matters:

a. Name, domicile and address of the labour union;

b. Name, domicile and address of the Company;

c. The number and the date of record of the Labour Union at the institution which is in charge in the manpower sector in the Regency/City;

d. The rights and obligations of the Company;

e. The rights and obligations of the Labour Union(s) and the workers;

f. The term of the CLA; andg. The signatures of the parties to the CLA. 6 working days following receipt of the registration applicationCompany(i)

38. Obtaining Producer Importer Identification Number (Angka Pengenal Importir Produsen or API-P)

a. API-P application form

b. Copy of DOE and MOLHR Approval of the Company;

c. Copy of Letter of Domicile;

d. Copy of NPWP;

e. Copy of TDP;

f. Copy of principle permit from BKPM;

g. Reference from the foreign exchange bank;

h. Copy of expatriate working permit (Izin Mempekerjakan Tenaga Kerja Asing IMTA and limited stay permit (Izin Tinggal Terbatas KITAS) (if relevant);

i. Copy of the identity card/ passport of each member of the BOD; and

j. 2 passport size photos of each member of BOD with red background. 10 working days upon submission of a complete application and documents requiredAgent

39. Obtaining Special Importer Identity Number (Nomor Pengenal Importir Khusus NPIK)a. Application letter;b. Copy of API-P;c. Principle permit from BKPM; andd. 2 (two) recent photographs of the responsible party of the the Newco (size 3 x 4 cm, red background) 15 working days upon submission of a complete documents requiredAgent

40. Submission of UKL/UPL document[To be confirmed by environmental consultant of the Company]

41. Obtaining Customs Identity Number (Nomor Identitas Kepabeanan or NIK)

a. NIK application form (online);b. Copy of NPWP;

c. Copy of SKDP; d. Copy of API-P;e. Copy of TDP;

f. Copy of principle permit from BKPM; and

g. Copy of NPIK. 2 to 3 months upon submission of a complete application and documents requiredCompany/Agent

42. Approval of UKL-UPL document1 working dayEnvironmental consultant/Company

43. Nuisance permit[To be confirmed by the Notary]confirmed by 14 working dayNotary/Company

44. Issuance of nuisance permit[To be confirmed by the Notary]Notary/Company

45. Obtaining approval as a Registered Importer for Certain Products (Importir Terdaftar Produk Tertentu IT Produk Tertentu).a. Application letter;

b. Copy of NPWP;

c. Copy of API-P;

d. Copy of TDP;

e. Copy of NPIK;

f. Copy of NIK; and

g. Import plan for 1 (one) year. 14 working days upon submission of a complete documents requiredCompany/Agent

46. Obtaining approval as a Producer Importer of iron or steel (Importir Produsen Besi atau Baja).a. Application letter;b. Copy of NPWP;c. Copy of API-P;d. Copy of TDP; e. Copy of NIK; f. Recommendation from Directorate General of Mineral, Coal, and Geothermal Ministry of Energy and Mineral Resources (if deemed necessary);

g. Recommendation from Directorate General of Electricity and Energy Utilisation Ministry of Energy and Mineral Resources (if deemed necessary); andh. Recommendation from Directorate General Manufacture Industry Basis (if deemed necessary). 14 working days upon submission of a complete documents requiredCompany/Agent

47. Obtaining Business Licence (Izin Usaha - IU) from BKPMa. IU application form;

b. Copy of the DOE and approval from the MOLHR;

c. Copy of BKPM principle licence;

d. Copy of NPWP;

e. Copy of land certificate (if the land is owned) or office rental agreement in relation to the office premise;

f. Copy of Building Permit (Ijin Mendirikan Bangunan) (if applicable);

g. Copy of Business Location Permit (Surat Izin Tempat Usaha)/Nuisance Permit (Ijin Undang-Undang Gangguan) for a company located in an industrial area (if applicable);

h. Copy of Environmental Impact Analysis (Analisis Mengenai Dampak Lingkungan - AMDAL) or UKL/UPL approval or Statement on Management of Environment (Surat Pernyataan Kesanggupan Pengelolaan dan Pemantauan Lingkungan Hidup - SPPL) (if applicable);

i. Investment Activities Report (Laporan Kegiatan Penanaman Modal - LKPM) to BKPM; and

j. POA from the Company to sign and/or submit the IU application if it is filed by other party (other than the Company). 10 working days

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