NEW REGULATION REGARDING THE COMPANY REGISTRATION CERTIFICATE (TANDA DAFTAR PERUSAHAAN OR “TDP”)

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NEW REGULATION REGARDING THE COMPANY REGISTRATION CERTIFICATE (TANDA DAFTAR PERUSAHAAN OR “TDP”)

NEW-REGULATION-REGARDING-THE-COMPANY-REGISTRATION-CERTIFICATE-TANDA-DAFTAR-PERUSAHAAN--OR-TDP

TDP or Tanda Daftar Perusahaan(Company Registration Certificate) is a mandatory legal document signifying the official registration of a Company (PT) that has been established in Indonesia. Learn more regarding the obligation to register your PT


The obligation for limited liability companies established in Indonesia (Perseroan Terbatas or “PT”) to obtain the Company Registration Certificate (Tanda Daftar Perusahaan or “TDP”) is stipulated in Law No. 3 of 1982 concerning Mandatory Company Registration (“Law 3/1982”). TDP itself is further defined in Article 1 Paragraph 2 Ministry of Trade Ministerial Regulation Number 37/M-DAG/PER/9/2007 concerning the Implementation of Company Registration (“Ministerial Regulation 37/2007”) as the Approval Letter from the Company Registration Office issued for the PT that has registered itself at the office.

The main requirement to obtain TDP is that the PT has been established in Indonesia under the prevailing laws and regulations, as evidenced by the authorization from the Minister of Law and Human Rights regarding the ratification of the PT as a legal entity. If the PT has amended its Articles of Association, the PT must have also obtained the approval from the Minister of Law and Human Rights for each amendment of its Articles of Association.

Article 2 Paragraph 1 of Ministerial Regulation 37/2007 elaborates further regarding the scope of obligation to obtain TDP. Pursuant to the article, any enterprise in the form of Limited Liability Company (PT), Cooperative (Koperasi), Commanditaire Vennootschap (CV), Firm (Firma), Individual Enterprises and other form of Enterprises, including foreign companies and its representative offices must obtain TDP within 3 (three) months since the enterprise has started to conduct its business and/or operational activities. The registration is mandatory for offices classified as  the Head Office, Sole Office, Branch Office, Auxiliary Office, Subsidiary Company, Agent, and Company Representative Office having their domiciles and conducting their business within Indonesian territory. The implications of this is that 1 (one) company may be obligated to obtain more than 1 (one) TDPs, if it has several branch offices in addition to its head office.

Subsequently, please be informed that any new regulation that amended Ministerial Regulation 37/2007 by Ministry of Trade Ministerial Regulation Number 08/M-DAG/PER/2/2017 concerning second amendment of Ministerial Regulation 37/2007 regarding the Implementation of Company Registration (“Ministerial Regulation 08/2017”), especially regarding the procedure to obtain TDP and the administration fee for renewal the TDP as stipulated on Article 23 of Ministerial Regulation 37/2007 is written-off by Ministerial Regulation 08/2017.

PROCEDURE TO OBTAIN TDP
Pursuant to Article 9 of the Ministerial Regulation 08/2017, the procedure to obtain TDP are as follows:

  1. Registration by the Company PIC at the Registration Office
  2. The first step is for the PIC of the Company to conduct the registration. The PIC can be in the form of President Director, Director, Partner, or Chief of Representative, as long as he/she is the authorized person who is legally allowed to represent the Company.

    TIP: The PIC does not have to directly come to the Registration Office. Instead, the PIC can fill all forms required and sign them with the Company stamp, and authorize other parties such as the Company Staff to go to the Registration Office, by signing a Power of Attorney.

    The Registration Office itself is different for each Province. In DKI Jakarta, the Registration Office is located in each Administrative City. For example, Companies domiciled in South Jakarta will have to go to the Registration Office at the Administrative Office Regional Office, or the Mayor’s Office (Kantor Walikota).

  3. Fill the Registration Forms
  4. Fill the registration forms with the current status of the Company. As of now, any change to Company Data and/or information may require adjustment of TDP. Therefore, it is important to fill the registration forms with the most current Company data.

  5. Sign the Registration Forms
  6. Even though the Company PIC has authorized Company Staff to obtain the TDP, the registration forms must be signed by the Company PIC.

    For PT               :           President Director / Director
    For CV               :           Active Partner
    For Firm            :           Partner
    For Partnership  :           Partner
    For Rep. Office   :           Chief of Representative Office
    For Cooperative :           Chairman

  7. Submission and Process
  8. Head of KPP in the Regency/City/Municipality will validate the company registration and issue TDP no later than 3 (three) days since the registration form and document as mentioned in paragraph (3) is fully accepted.

    TIP: Even though the official processing time is 3 (three) calendar days, TDP is commonly processed in 7 (seven) work days after the application is accepted.

  9. Post-Issuance
  10. Company that has received TDP shall put TDP on a place easily read or seen by people and number of TDP shall be put on board and document of company.

  11. Renewal
  12. TDP is effective for 5 (five) years since the date of issuance and shall be renewed no later than 3 (three) months before the expiry date.

    Pursuant to the Artice 9A of Ministerial Regulation 08/2017, the following procedures to renew are as follows :

    1. For company will renew the TDP submit notification letter and copy of latest TDP to head of KPP in the Regency/City/Municipality by submit manually or online;
    2. Head of KPP in the Regency/City/Municipality will issue the renewal of TDP no later than 3 (three) days since the notification letter of renewal TDP is fully accepted;
    3. If within in 3 (three) days, there is no issuance of renewal TDP, so the previous TDP deemed remain valid and has been renewed.

SANCTIONS FOR COMPANY WHO DON’T HAVE TDP
Companies who has not obtain the TDP, or has not renewed/adjusted its TDP to its current status, shall be subjected to criminal sanctions in the form imprisonment of maximum 3 (three) months or fine of maximum Rp. 3.000.000,- (three million rupiah), as stipulated on Article 32 of Law 3/1982.

HOW CAN SMART CONSULTING HELP YOU?
To ensure a smooth investment and business operation from the legal perspective, but also still focus on maintaining your business in Indonesia and reach your revenue target, it is advised for you to find capable and trusted lawyers or legal consultants for advice and assistance in ensuring your legal compliance with prevailing laws and regulations.

SMART Consulting is an Indonesian Corporate Legal Services firm. Our experience and dynamic firm value assist Clients in staying up-to-date with the newest Indonesian laws and regulations. SMART focuses on foreign investment and general corporate matters, including establishment of PMA Company and providing Corporate Secretarial and Legal Services to maintain investors’ business Indonesia.

Contact Us Now to get your legal solution for your business goals in Indonesia, and still comply with the prevailing laws and regulations.
E: info@smartcolaw.com
H: +62821-1234-1235

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