Companies established under the laws and regulations of Indonesia have the obligation to comply with the Law No. 40 of 2007 on Limited Liability Company (“Indonesian Company Law”). Pursuant to Indonesian Company Law, any company that has conducted one of the corporate actions as mentioned below are entitled to have their corporate actions announced in the Official Gazettes and/or Supplement to Official Gazettes by the Indonesian Government.
We understand that the Ministry of Law and Human Rights Republic Indonesia (“MOLHR”) regulates every company who has obtained the Approval from the Minister MOLHR and/or has received the notification from the MOLHR for their corporate actions. Those actions must be reported or submitted to the MOLHR. The MOLHR has the obligation to officially announce the corporate actions either in Official Gazettes or Supplement to Official Gazettes, as stipulated in MOLHR Regulation No. M.HH-02.AH.01.01 of 2010 on Limited Liability Company Announcement on Official Gazettes and Supplement to Official Gazettes (“MOLHR Regulation No. M.HH-02.AH.01.01”).
Official Gazettes and Supplement to Official Gazettes has different contents. They both act as the official announcements issued by the Indonesian Government, in this case by MOLHR, for the corporate actions as follows:
1. Official Gazette of Republic of Indonesia
Official Gazette or or Berita Negara Republik Indonesia (“BNRI”) is a newspaper or official media issued by the Government of Indonesia to announce legislation and other official announcements. Based on MOLHR Regulation No. M.HH-02.AH.01.01, the following matters are announced in the BNRI:
1. Liquidation of Company;
2. Plan for the sharing of Assets related to Company Liquidation; and
3. Expiry of the Company (as a Legal Entity)
BNRI are issued in 2 (two) copies. One copy is issued to the Petitioner/applicant, and the other copy is issued to the Director General of General Legal Administration in the MOLHR.
2. Supplement to Official Gazette of Republic of Indonesia
Supplement to Official Gazette or Tambahan Berita Negara Republik Indonesia (“TBNRI”) is also a newspaper or official media issued by the Government of Indonesia to announce official announcements. Based on MOLHR Regulation No. M.HH-02.AH.01.01, the following matters are announced in the TBNRI:
Unlike the BNRI, the TBNRI are issued in 30 (thirty) copies. 25 (twenty five) of those copies are issued to the Company, and the other 5 (five) copies are issued to the Director General of General Legal Administration in the Ministry of Law and Human Rights.
As you can see, the contents of BNRI and TBNRI are different. BNRI contain announcements regarding matters related to the specific corporate actions which are related to the status of the company as a legal entity in Indonesia. Therefore, the copy of the BNRI are delivered to the Petitioner and/or applicant who filed the termination of the Company, which can be: the Board of Directors of the Company itself, the Notary, a Curator or a Liquidator.
Meanwhile, TBNRI contain announcements of a Company’s daily corporate actions, such as the establishment of the Company, or changes in the Company’s structures. The TBNRI is an exact copy of the Notary Deed submitted by the Company to the MOLHR for approval. Therefore, other than the Ministerial Decree or Receipt Letter, a Company is also entitled to receive one (1) TBNRI for one (1) Notary Deed submitted to the MOLHR.
If you lost your company BNRI or TBNRI, or find them missing in your archives, you can send a Letter of Request to the Indonesian Government Printing Office (PNRI) or the Ministry of Law and Human Rights for a reissuance of your Official Gazette.
For reissuance of the copy of Supplement to Official Gazette, your Letter of Request must be attached with the Company Deed containing the requested data to be announced in the Supplement.
HOW CAN SMART LEGAL CONSULTING HELP YOU?
SMART Legal Consulting has experience in assisting Client to obtain BNRI or TBNRI. If you have lost/are missing your BNRI or TBNRI, we also provide services to renew BNRI or TBNRI.
If you need immediate assistance, please contact the SMART Help Desk at: