Legality documents are one of the important things needed by a company in carrying out its business activities in addition to business capital, especially when starting a startup business, for example. Legality documents are evidence that a company is registered as a legal business entity. Further, legality documents also serve as a tool to develop the business i.e., to apply for business capital loans, to protect business and personal assets, to increase credibility and etc. Therefore, this article is intended to provide an outline and description of Legality Documents in accordance with the applicable regulations in Indonesia.
Corporate legal documents that must be owned by companies are Deed of Establishment, Taxpayer Identification Number ( Nomor Pokok Wajib Pajak , “ NPWP ”), Business Identification Number ( Nomor Induk Berusaha , “ NIB ”), Company Domicile Certificate ( Surat Keterangan Domisili Perusahaan, “ SKDP ”) Taxable Entrepreneur Confirmation Letter ( Surat Pengukuhan Pengusaha Kena Pajak , “ SPPKP ”) and other legal documents depending on each type of business.
A. Legal Basis
- Law Number 40 of 2007 on Limited Liability Companies (“ Law 40/2007 ”)
- Regulation of the Minister of Finance Number 197/PMK.03/2013 on Amendments to Regulation of the Minister of Finance Number 68/PMK.03/2010 concerning Limits for Small Entrepreneurs Value Added Tax (“ RMF 197/PMK.03/2013 ”)
- Government Regulation Number 24 of 2018 on Electronically Integrated Business Licensing Services (“ GR 24/2018 ”)
- Law Number 11 of 2020 on Job Creation (“ Ciptaker Law ”)
- Government Regulation Number 5 of 2021 on the implementation of risk-based business licensing. (“ GR 5/2021 ”)
B. Deed of Establishment
Deed of Establishment is one of the main legal documents that must be owned by companies, both large and small scale businesses, made by a Notary as the first step to establish a company, either in the form of a Firm, Commanditaire Vennootschap or Limited Liability Company. It should be emphasized that the establishment of a company does not require a notary’s permission, which means that the permission itself is solely granted by Ministry of Law and Human Rights. The law stipulates that the establishment of legal entities, for example companies, must be made with a notarial deed, which is then submitted by the relevant notary for approval in the form of a Decree through the Ministry of Law and Human Right as stipulated in Article 7 Law 40/2007, as follows:
“The company must be established by 2 (two) or more persons with a notarial deed drawn up in the Indonesian language.”
Deed of Establishment contains information regarding the identity and agreement of the parties to establish a company accompanied by the Articles of Association regulating the provisions regarding the name and place of domicile, period of time, purposes and objectives of business activities, capital and shares, system of General Meeting of Shareholders (“ GMS ”), board of directors and board of commissioners meetings, composition, appointment, dismissal and authority of the Board of Directors and the Board of Commissioners, and other important matters.
C. Business Identification Number
NIB is the identity of a business actor issued by the Online Single Submission (“ OSS ”) Institution, which is integrated with the Investment Coordinating Board ( Badan Koordinasi Penanaman Modal , “ BKPM ”) after the business actor registers through the OSS. The issuance of NIB through the OSS is regulated in GR 24/2018 as defined in article 1 paragraph 12:
“Business Registration Number, hereinafter abbreviated as NIB, is the identity of the Business Actor issued by the OSS Institution after the Business Actor has registered.”
NIB consists of a thirteen-digit number in which there is a security and an electronic signature. NIB applies as a business identity used by Business Actors as one of the requirements to obtain Business Permits and Commercial or Operational Permits, by including the Indonesian Standard Classification of Business Fields ( Klasifikasi Baku Lapangan Usaha Indonesia , “ KBLI ”) code in the Deed of Establishment / Articles of Association and the company’s NIB to determine the category of business field run by the business entity.
Furthermore, NIB also applies as a Company Registration Certificate ( Tanda Daftar Perusahaan , “ TDP ”), Import Identification Number (Angka Pengenal Impor, “ API ”) and Customs Access for companies carrying out import and export activities as stipulated in Article 26 GR 24/2018. To get an NIB, business actors are required to register through the OSS system.
As regulated separately in Article 10 of GR 5/2021, the government has established a risk-based business licensing system that assesses business activities for the purpose of license granting based on the level of business activity risk, as follows:
- For business activities with a low level of risk, in the form of issuing NIB, which is the legality in carrying out business activities;
- For business activities with a medium level of risk (divided into medium-low and medium-high), in the form of issuing NIB and standard certificates—statements of business actors to meet business compliance standards to be eligible to carry out business activities with a medium level of risk; and
- For business activities with a high level of risk, in the form of issuing NIB and standard certificates issued by the central government or regional governments in accordance with their respective authorities based on the results of standard compliance verification for the implementation of business activities in order to be eligible to carry out business activities with a high level of risk.
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D. Company Domicile Certificate
NIB as the identity of business actors, in which the company address is included, is often associated with a permit document to obtain Company Domicile Certificate ( Surat Keterangan Domisili Perusahaan, “ SKDP ”). Basically, SKDP explains the legal domicile of a company related to its rights and position. It should be noted that currently in the Special Region of Jakarta in particular, the SKDP service has been removed to simplify the previously lenghty and convoluted business licensing process through the issuance of the SKDP abolition regulation in Decree No. 27/2019 on Closing of Non-Licensing SKDP and SKDU Services at the DKI Jakarta Provincial Investment and One Stop Integrated Service Office. Consequently, since 2019, SKDP in Jakarta has been removed and replaced with NIB. However, this only applies to the Jakarta area, so in several other areas outside Jakarta, companies are still required to obtain the SKDP through the One Stop Service ( Pelayanan Terpadu Satu Pintu , “ PTSP ”) in the city/district where the business is domiciled.
- Taxpayer Identification Number
Business actors can make Taxpayer Identification Number ( Nomor Pokok Wajib Pajak , “ NPWP ”) by visiting the Pratama Tax Service Office ( Kantor Pelayanan Pajak , “ KPP ”) in the area where the business entity is located. However, now business actors can make NPWP via the ereg.pajak.go.id/registration page or the tax.go.id page and select the e-registration menu. Then, follow all the instructions. After obtaining NPWP for the company, business actors can exercise their tax rights and obligations, such as paying and reporting company taxes. Based on PER-04/PJ/2020, the requirements for making an NPWP for entities are divided into three categories, namely the category of profit-oriented business entities, non-profit-oriented business entities, and joint operation business entities.
- Letter of Confirmation of Taxable Entrepreneur (SPPKP)
Based on Regulation of the Director General of Taxes Number-44/PJ/2008, SPPKP is a letter issued by the KPP that contains the identity and tax obligations of a Taxable Entrepreneur ( Pengusaha Kena Pajak , “ PKP ”) who makes delivery of Taxable Goods and/or delivery of Taxable Services taxed under the Value-Added Tax Law. Pursuant to Article 4 paragraph 1 of PMK No. 197/PMK.03/2013 on Limits for Small Entrepreneurs Value-Added Tax, entrepreneurs with gross revenue exceeding Rp. 4,800,000,000.- (four billion eight hundred million rupiah) in one fiscal year are classified as PKP. If the gross revenue is less than this value, it needs to be proven formally by attaching a non-PKP statement letter, which is to be stamped and signed by the directors of the company concerned.
- Permits in Related Business Fields
Other legal documents required by a business entity are based on the type of business such as Mining Business Permit ( Izin Usaha Pertambangan, “ IUP ”), Production Operation IUP ( Operasi Produksi , “ OP ”) and others in the mining business sector, Business Entity Certificate ( Sertifikat Badan Usaha, “ SBU ”) in the construction services sector, Certificate of Sea Transportation Company Business Permit ( Sertifikat Izin Usaha Perusahaan Angkutan Laut , “ SIUPAL ”) in the transportation sector and other permits in related business fields carried out by the companies/business entities.
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