- A PT PMA (foreign-owned Indonesian company) is the primary legal vehicle for foreigners to hold property rights beyond a personal Hak Pakai — it can hold Hak Guna Bangunan (building rights) for up to 80 years.
- BKPM Regulation 5/2025 (effective October 2025) reduced the minimum paid-up capital from IDR 10 billion to IDR 2.5 billion, though total investment must still exceed IDR 10 billion per KBLI code per project location.
- Setting up a PT PMA requires minimum 2 shareholders, 1 director, and 1 commissioner, and typically takes around 10 working days through the OSS system.
- Annual compliance is mandatory: quarterly LKPM investment reports, corporate tax filings, and financial statements — failure to comply can result in license revocation.
Contents
- What Is a PT PMA and Why Do Foreign Buyers Use It for Bali Property?
- What Are the Capital Requirements for a PT PMA After BKPM Regulation 5/2025?
- What Is the Difference Between Paid-Up Capital and Total Investment Value?
- What KBLI Codes Does a Property-Holding PT PMA Need?
- What Are the Steps to Establish a PT PMA for Property in Bali?
- How Much Does It Cost to Set Up and Maintain a PT PMA?
- What Property Rights Can a PT PMA Hold?
- How Does the OSS System Work for PT PMA Licensing?
- What Are the Annual Compliance and Reporting Obligations?
- PT PMA vs Individual Hak Pakai vs Leasehold: Which Structure Is Right?
- Frequently Asked Questions
- Sources and References
What Is a PT PMA and Why Do Foreign Buyers Use It for Bali Property?
A PT PMA (Perseroan Terbatas Penanaman Modal Asing) is an Indonesian limited liability company with foreign ownership. It is the main legal structure that allows foreigners to hold property rights in Indonesia beyond what an individual can obtain. Under UUPA No. 5/1960, foreigners cannot hold freehold title (Hak Milik), but a PT PMA — as an Indonesian legal entity — can hold Hak Guna Bangunan (HGB, building rights) and Hak Pakai (right to use).
Foreign buyers turn to the PT PMA structure for several reasons:
- Stronger property rights — a PT PMA can hold HGB for an initial period of 30 years, extendable by 20 years, then renewable for another 30 years under PP 18/2021, giving effective control for up to 80 years.
- Commercial use — individual Hak Pakai is limited to residential use. A PT PMA with the correct business classifications can hold property for commercial purposes: villas for rent, hotels, offices, or retail.
- Succession planning — company shares can be transferred or inherited more straightforwardly than individual land rights, which face re-verification of the new holder’s visa and residency status. See our guide on inheritance and Bali property for how this affects estate planning.
- Avoiding nominee risk — some foreigners previously used illegal nominee arrangements to hold Hak Milik through an Indonesian individual’s name. A PT PMA is the legal alternative.
The PT PMA route is not simple or cheap. It requires significant capital, ongoing compliance, and professional management. But for foreign investors who want to hold commercial property rights in Bali legally, it is the most robust structure available under Indonesian law.
What Are the Capital Requirements for a PT PMA After BKPM Regulation 5/2025?
Permen Investasi/BKPM 5/2025, effective 2 October 2025, significantly reduced the upfront capital barrier for establishing a PT PMA. The minimum paid-up capital dropped from IDR 10 billion to IDR 2.5 billion (approximately USD 150,000). This is the amount that must be deposited in the company’s Indonesian bank account at incorporation. However, the total investment value requirement of more than IDR 10 billion per 5-digit KBLI code per project location remains unchanged.
The new capital structure under BKPM 5/2025:
| Requirement | Before BKPM 5/2025 | After BKPM 5/2025 |
|---|---|---|
| Minimum paid-up capital | IDR 10 billion | IDR 2.5 billion |
| Total investment value (per KBLI per location) | >IDR 10 billion | >IDR 10 billion (unchanged) |
| Paid-up capital lock period | Not specified | 12 months minimum (Art 27) |
| Remaining capital realization | Full upfront | Progressive — machinery, equipment, construction, working capital |
| Land/building value inclusion in total investment | Excluded | Included for property/accommodation sectors |
Key implications for property buyers:
- The IDR 2.5 billion paid-up capital must remain in the company bank account for at least 12 months, unless used for legitimate capital expenditure (capex) or operational expenditure (opex) as defined in Article 27.
- The remaining IDR 7.5 billion (to reach the IDR 10 billion total investment) can be realized progressively through actual investments: machinery, equipment, construction costs, and working capital.
- For property and accommodation sectors specifically, the value of land and buildings can count toward the IDR 10 billion total investment threshold — a significant benefit for property-focused PT PMAs.
- BKPM 5/2025 replaces the previous BKPM Regulations 3/2021, 4/2021, and 5/2021.
This reform makes PT PMA establishment more accessible, but the total financial commitment remains substantial. Budget realistically for both the capital requirement and the ongoing operational costs covered later in this guide.
What Is the Difference Between Paid-Up Capital and Total Investment Value?
These are two distinct requirements that foreign investors frequently confuse. Paid-up capital (modal disetor) is the actual cash deposited in the company’s bank account at incorporation — now IDR 2.5 billion minimum. Total investment value (nilai investasi) is the broader commitment covering all resources deployed for the business — capital plus machinery, equipment, construction, land, and working capital — which must exceed IDR 10 billion per KBLI code per project location.
How each component works:
Paid-up capital (IDR 2.5 billion minimum):
- Must be deposited in an Indonesian bank account in the company’s name
- Locked for 12 months from incorporation under Article 27 of BKPM 5/2025, unless drawn down for legitimate capex or opex
- Serves as proof of financial commitment and appears on the company’s balance sheet
- Cannot be withdrawn for personal use — it belongs to the company, not the shareholders
Total investment value (>IDR 10 billion per KBLI per location):
- Includes the paid-up capital plus all other investments: property acquisition costs, construction, renovation, equipment, furnishings, and working capital
- For property and accommodation sectors, the value of land and buildings counts toward this threshold
- Calculated per 5-digit KBLI code and per project location — a PT PMA with multiple KBLI codes or locations may need to meet this threshold for each
- Realized progressively over time — you do not need IDR 10 billion in cash at incorporation
Practical example: A foreigner setting up a PT PMA to hold a villa in Bali would deposit IDR 2.5 billion as paid-up capital. If the villa purchase price is IDR 5 billion and renovation costs are IDR 3 billion, the total investment reaches IDR 10.5 billion (including the paid-up capital), satisfying both requirements. The land and building value counts toward the total for property sector companies.
What KBLI Codes Does a Property-Holding PT PMA Need?
KBLI (Klasifikasi Baku Lapangan Usaha Indonesia) codes are Indonesia’s standard business classification system. Every PT PMA must register at least one KBLI code that matches its business activities. The code determines what the company is permitted to do, what foreign ownership percentage is allowed under the Positive Investment List (Perpres 10/2021), and what licenses are required through the OSS system.
For property-related PT PMAs, the relevant KBLI codes depend on your intended use:
| Activity | Typical KBLI Code | Foreign Ownership | Notes |
|---|---|---|---|
| Real estate with own or leased property | 68110 | Up to 100% | Holding property for own use or leasing |
| Villa/apartment rental (accommodation) | 55120 | Up to 67% (verify current list) | Tourism accommodation — may require local partner |
| Hotel operations | 55111 / 55112 | Up to 67% (verify current list) | Star-rated and non-star-rated hotels |
| Property development | 41011 / 41012 | Up to 100% | Building construction for residential/commercial |
| Property management | 68200 | Up to 100% | Managing property on behalf of owners |
Critical considerations:
- Foreign ownership limits vary by KBLI code. Some codes allow 100% foreign ownership; others cap it at 49% or 67%, requiring an Indonesian partner. Always verify current limits against the Positive Investment List, as these change.
- Choose codes carefully at incorporation. Adding or changing KBLI codes later requires amendments to the company deed and OSS registration, which takes time and costs money.
- Multiple codes are possible — a PT PMA can register several KBLI codes, but each code with a different foreign ownership cap may require a separate investment plan, and the IDR 10 billion total investment threshold applies per KBLI per location.
- Pondok Wisata (tourist accommodation) has specific KBLI codes and may have different foreign ownership restrictions. If your plan is to rent out a villa to tourists, verify that your KBLI code permits this activity.
Work with a corporate lawyer experienced in foreign investment to select the correct KBLI codes before incorporation. A mismatch between your registered code and actual business activity can result in compliance issues and potential license revocation.
What Are the Steps to Establish a PT PMA for Property in Bali?
Establishing a PT PMA follows a defined sequence through Indonesia’s notarial system and the OSS (Online Single Submission) platform. The process typically takes around 10 working days for the core incorporation, though obtaining all required licenses and completing bank account setup can extend this. You need a minimum of 2 shareholders (individuals or companies), 1 director, and 1 commissioner.
Step-by-step process:
- Engage a corporate lawyer and notary — select professionals experienced in foreign investment. The notary (notaris) must be authorized to execute company deeds in Indonesia.
- Reserve the company name — submit a name reservation through the AHU Online system (Administrasi Hukum Umum, Ministry of Law and Human Rights). The name must include “PT” and cannot duplicate existing registered names. Valid for 60 days.
- Prepare the Deed of Establishment (Akta Pendirian) — the notary drafts the Articles of Association, including:
- Company name and domicile
- Business purpose and KBLI codes
- Authorized capital, issued capital, and paid-up capital (minimum IDR 2.5 billion)
- Shareholder composition and share allocation
- Board of Directors and Board of Commissioners appointments
- Obtain Ministry of Law approval (SK Kemenkumham) — the notary submits the Deed of Establishment through AHU Online. Upon approval, the company receives its legal entity status.
- Register for tax (NPWP and tax ID) — the company must register with the tax office (Kantor Pajak) and obtain a corporate tax number (NPWP).
- Open a company bank account — deposit the minimum paid-up capital of IDR 2.5 billion. The bank will require the company deed, SK Kemenkumham, NPWP, and director identification.
- Register on OSS (Online Single Submission) — obtain the NIB (Nomor Induk Berusaha — Business Identification Number), which serves as the company’s master business license. Select the appropriate KBLI codes and risk classification.
- Obtain sector-specific licenses — depending on your KBLI codes, additional licenses may be required through OSS or sector ministries. Property-related activities may need a building permit (PBG) or accommodation license.
- Register the investment plan (LKPM) — submit your initial investment activity report to BKPM through the OSS system.
- Domicile letter — obtain a domicile letter (Surat Keterangan Domisili) from the local kelurahan or through a virtual office provider in Bali.
Each step has dependencies — you cannot open a bank account without the company deed and tax number, and you cannot register on OSS without the legal entity approval. Work with your lawyer to manage the sequence efficiently.
How Much Does It Cost to Set Up and Maintain a PT PMA?
The cost of establishing a PT PMA goes well beyond the paid-up capital requirement. You need to budget for legal fees, notarial costs, government fees, and ongoing annual expenses. The paid-up capital of IDR 2.5 billion is not a “cost” — it remains as company assets — but it must be available as liquid capital at incorporation. Actual out-of-pocket setup costs and annual maintenance vary by service provider and complexity.
Estimated costs (indicative — fees vary by provider and scope):
| Cost Item | Type | Notes |
|---|---|---|
| Paid-up capital deposit | One-time (company asset) | IDR 2.5 billion minimum — remains in company account |
| Legal and incorporation fees | One-time | Notary, lawyer, name reservation, AHU registration — varies by firm |
| Government registration fees | One-time | PNBP fees for Kemenkumham, OSS, and tax registration |
| Virtual office / domicile | Annual | Required for company address if no physical office |
| Accounting and tax compliance | Annual | Monthly bookkeeping, quarterly LKPM, annual tax returns |
| Corporate secretary services | Annual | Maintaining corporate records, filings, and shareholder minutes |
| Annual general meeting and deed amendments | As needed | Required for changes to directors, shareholders, or capital |
| Investor KITAS (if applicable) | Annual | Requires IDR 10 billion share ownership — separate from paid-up capital |
Important cost considerations:
- The IDR 2.5 billion paid-up capital is not expenditure — it sits in the company bank account and can be used for legitimate business expenses (property purchase, construction, operations) after the 12-month lock period or for capex/opex during it.
- Investor KITAS costs are separate. If you want a stay permit (KITAS) based on your investment, you must hold shares worth at least IDR 10 billion — this is a different requirement from the paid-up capital minimum.
- Annual maintenance is mandatory. Even if the PT PMA is dormant, you must file tax returns, submit LKPM reports, and maintain your OSS registration. Neglecting compliance can lead to license revocation.
- Budget for professional advice. Using the cheapest incorporation agent often leads to problems with incorrect KBLI codes, missing licenses, or compliance failures that cost more to fix later.
What Property Rights Can a PT PMA Hold?
A PT PMA, as an Indonesian legal entity, can hold property rights that individuals — whether Indonesian or foreign — cannot always access. The key right is Hak Guna Bangunan (HGB), the right to construct and own buildings on land. Under PP 18/2021, HGB is granted for 30 years, extendable by 20 years, and renewable for another 30 years — a total of up to 80 years. The PT PMA can also hold Hak Pakai (right to use) on similar terms.
Property rights comparison by holder type:
| Right | Indonesian Individual | Foreign Individual | PT PMA |
|---|---|---|---|
| Hak Milik (freehold) | Yes | No | No |
| Hak Guna Bangunan (building rights) | Yes | No | Yes — 30+20+30 years |
| Hak Pakai (right to use) | Yes | Yes — 30+20+30 years | Yes — 30+20+30 years |
| Hak Sewa (leasehold) | Yes | Yes — per contract | Yes — per contract |
Why HGB matters: Hak Guna Bangunan is the preferred title for commercial property. Unlike individual Hak Pakai, HGB allows the holder to construct buildings and use the property for commercial purposes (rental, hospitality, offices). For a PT PMA focused on Bali villa investment or tourism accommodation, HGB provides the legal basis for operating a business from the property.
How a PT PMA acquires property:
- The PT PMA identifies land held under Hak Milik (SHM) by an Indonesian owner.
- A PPAT executes the sale deed (AJB). As part of the transfer, the Hak Milik is downgraded to HGB or Hak Pakai in the PT PMA’s name — foreigners and foreign-owned companies cannot hold Hak Milik.
- BPN processes the title conversion and issues a new certificate (SHGB or SHP) in the PT PMA’s name.
- The PT PMA must conduct full due diligence before any acquisition, just as an individual buyer would.
For an overview of how recent regulatory changes affect these rights, see our guide on PP 28/2025 and foreign property buyers.
How Does the OSS System Work for PT PMA Licensing?
The OSS (Online Single Submission) system is Indonesia’s centralized digital platform for business licensing, introduced under the Omnibus Law (UU 6/2023 on Cipta Kerja) and further refined by PP 28/2025. Every PT PMA must register through OSS to obtain its NIB (Nomor Induk Berusaha), which functions as the company’s master business license and replaces several previously separate permits.
What OSS provides:
- NIB (Business Identification Number) — the foundational license that serves as the company’s identity for all government interactions. It replaces the old TDP (company registration), API (import license), and customs access.
- Risk-based classification — OSS categorizes your business activity by risk level (low, medium-low, medium-high, or high) based on your KBLI codes. Higher-risk activities require additional verification or permits.
- Sector-specific licenses — depending on your KBLI code and risk level, OSS may generate requirements for additional permits (e.g., accommodation license for hospitality, building function certificate for construction).
- LKPM reporting portal — the OSS system is where you submit your quarterly investment activity reports.
OSS registration process for a PT PMA:
- Log in to the OSS system (oss.go.id) using the director’s personal account.
- Register the company by entering the SK Kemenkumham number and NPWP.
- Select KBLI codes and project locations.
- The system generates the NIB and identifies any additional license requirements based on your risk classification.
- For medium-high and high-risk activities, you may need to fulfill additional requirements (site inspections, environmental assessments) before the license is fully activated.
The OSS system has improved significantly but can still be challenging to navigate, particularly for foreign users. Most PT PMA owners rely on their corporate lawyer or a licensed business consultant to manage OSS registrations and compliance.
What Are the Annual Compliance and Reporting Obligations?
Owning a PT PMA creates ongoing compliance obligations that continue every year regardless of whether the company is actively doing business. The most critical is the LKPM (Laporan Kegiatan Penanaman Modal — Investment Activity Report), filed quarterly through the OSS system. Missing deadlines or failing to file can result in warnings, suspension of services, and ultimately license revocation under BKPM Regulation 5/2025.
Quarterly LKPM reporting:
| Reporting Period | Deadline |
|---|---|
| January – March (Q1) | 15 April |
| April – June (Q2) | 15 July |
| July – September (Q3) | 15 October |
| October – December (Q4) | 15 January |
The LKPM reports your investment realization (how much of the planned investment has been spent), employment data (Indonesian and foreign workers), production/revenue figures, and any changes to the investment plan.
Other annual compliance obligations:
- Corporate income tax (PPh Badan) — annual tax return due by the end of April each year. Monthly tax installments (PPh 25) may also be required.
- VAT reporting — if the PT PMA is registered as a PKP (taxable entrepreneur), monthly VAT returns are mandatory.
- Financial statements — the company must prepare annual financial statements. PT PMAs above certain thresholds may require audited financials.
- Annual General Meeting (RUPS) — required under UU 40/2007 (Company Law) within 6 months of the fiscal year end to approve financial statements and appoint/reappoint directors and commissioners.
- Beneficial ownership reporting — PT PMAs must report their beneficial owners to the Ministry of Law.
- Manpower reporting (WLKP) — if the company employs staff, periodic manpower reports are required.
Consequences of non-compliance:
BKPM enforcement has become more systematic through the OSS system. Failure to submit LKPM reports can trigger a graduated response: written warning, temporary suspension of OSS services (blocking new license applications), and ultimately revocation of the NIB and business licenses. A revoked NIB effectively shuts down the company’s legal ability to operate.
Budget for ongoing accounting and compliance services from the start. These are not optional expenses — they are the cost of maintaining a legal PT PMA.
PT PMA vs Individual Hak Pakai vs Leasehold: Which Structure Is Right?
The right structure depends on your purpose, budget, and time horizon. A PT PMA offers the strongest rights and most flexibility but comes with the highest cost and compliance burden. Individual Hak Pakai is simpler and cheaper but limited to residential use. Leasehold requires the least upfront capital but gives you no ownership — only a contractual right to use someone else’s property for a fixed term.
Comparison table:
| Factor | PT PMA (HGB) | Individual Hak Pakai | Leasehold (Hak Sewa) |
|---|---|---|---|
| Ownership type | Building rights on land (company asset) | Right to use land and building (personal) | Contractual right to use (no title) |
| Maximum duration | 30+20+30 = 80 years | 30+20+30 = 80 years | Per contract (typically 25-30 years) |
| Visa requirement | None for the company; investor KITAS requires IDR 10B shares | Valid KITAS/KITAP required | None — available to tourists |
| Minimum capital | IDR 2.5B paid-up + IDR 10B total investment | Property purchase price only | Lease payment only |
| Property rights | HGB or Hak Pakai — can build, renovate, mortgage | Hak Pakai — residential use only | Use only — no mortgage, no title |
| Commercial use | Yes — with correct KBLI codes | No — residential only | Depends on lease terms and landowner |
| Annual obligations | LKPM, tax returns, financial statements, AGM | PBB tax only | Lease payments, PBB if agreed |
| Succession | Share transfer — simpler | Title re-verification for heirs | May or may not be transferable |
| Flexibility to sell | Sell shares or company assets | Transfer Hak Pakai to eligible buyer | Assign lease if permitted |
| Setup complexity | High — incorporation, OSS, bank account | Medium — PPAT transfer, BPN registration | Low — notarized contract |
When to choose each structure:
- PT PMA — you want to operate a commercial property business (villa rental, hotel, development), hold multiple properties, or plan long-term investment with eventual exit through share sale.
- Individual Hak Pakai — you want a personal residence in Bali, hold a valid KITAS or KITAP, and do not plan to use the property commercially. This is simpler and cheaper than a PT PMA. Individual Hak Pakai is governed by PP 103/2015 and Permen ATR/BPN 29/2016.
- Leasehold — you want to use a property for a defined period without the complexity of ownership. Common for villa rentals and smaller investments. Governed by PP 44/1994. No visa required, but you have no title and limited legal protections if the landowner defaults.
For more on how your visa status interacts with property rights, see our guide on what happens to your Bali property if your visa expires.
Frequently Asked Questions
Can I set up a PT PMA with 100% foreign ownership for property?
It depends on your KBLI code. Real estate holding (KBLI 68110) generally allows up to 100% foreign ownership. However, accommodation and tourism-related codes (55120, 55111) may cap foreign ownership at 67%, requiring an Indonesian partner. Always verify against the current Positive Investment List (Perpres 10/2021) and any subsequent updates, as ownership limits can change.
Do I need to live in Indonesia to own a PT PMA?
No. You can be a shareholder and even a director of a PT PMA without residing in Indonesia. However, the director who manages day-to-day operations should ideally be accessible in Indonesia. If you want an investor KITAS (stay permit) based on your PT PMA ownership, you must hold shares worth at least IDR 10 billion — this is a separate requirement from the paid-up capital minimum.
Can I use the IDR 2.5 billion paid-up capital to buy property?
Yes, but with conditions. Under Article 27 of BKPM 5/2025, the paid-up capital is locked for 12 months unless used for legitimate capital expenditure (capex) or operational expenditure (opex). Purchasing property for the company’s business purposes qualifies as capex. However, you cannot simply withdraw the funds for personal use.
What happens to the property if I close the PT PMA?
Dissolving a PT PMA requires a formal liquidation process under UU 40/2007. Company assets, including property, must be sold or transferred. HGB or Hak Pakai held by the company would need to be transferred to another eligible entity or Indonesian individual. If not transferred within the required timeframe, the land rights revert to the state.
Can two foreigners be the only shareholders of a PT PMA?
Yes. A PT PMA requires a minimum of 2 shareholders, and both can be foreign individuals or entities. There is no requirement for an Indonesian shareholder unless your specific KBLI code has a foreign ownership cap below 100%, in which case Indonesian shareholders must hold the remainder.
How long does it take to set up a PT PMA?
The core incorporation process — from name reservation to SK Kemenkumham approval — typically takes around 10 working days. However, opening a bank account, depositing capital, completing OSS registration, and obtaining any sector-specific licenses can extend the total timeline. Practitioners report the full process from start to operational readiness typically takes four to eight weeks.
Is a PT PMA worth it for a single villa purchase?
For a single residential villa with no commercial intent, a PT PMA is often more complex and expensive than necessary. Individual Hak Pakai (if you have a valid visa) or a leasehold arrangement may be more appropriate. A PT PMA makes financial sense when you plan commercial use (villa rental, hospitality), multiple property acquisitions, or want the succession advantages of share ownership. Run the numbers on setup costs, annual compliance, and the capital requirement before deciding.
What is the difference between BKPM 5/2025 and PP 28/2025?
BKPM Regulation 5/2025 (Permen Investasi/BKPM 5/2025) deals specifically with foreign investment procedures — capital requirements, LKPM reporting, and investment licensing. PP 28/2025 is a broader government regulation on risk-based business licensing through the OSS system. They are complementary: BKPM 5/2025 sets the investment rules; PP 28/2025 governs the licensing platform through which those rules are implemented.
Sources and References
- Permen Investasi/BKPM 5/2025 — Investment procedures and capital requirements for PT PMA (effective 2 October 2025)
- UU 25/2007 — Investment Law, foundational framework for foreign investment in Indonesia
- Perpres 10/2021 — Positive Investment List (Daftar Positif Investasi), foreign ownership limits by sector
- UU 40/2007 — Company Law, governing PT establishment, governance, and dissolution
- UUPA No. 5/1960 — Basic Agrarian Law, foundation of Indonesian land rights
- PP 103/2015 — Foreign ownership of residential property via Hak Pakai
- PP 18/2021 — Updated land rights including HGB and Hak Pakai terms
- PP 28/2025 — Risk-based business licensing through the OSS system
- Permen ATR/BPN 29/2016 — Hak Pakai procedures for foreigners
- PP 44/1994 — Hak Sewa (leasehold) for buildings
- Withers Worldwide — Analysis of BKPM Regulation 5/2025 capital requirement changes
- Herbert Smith Freehills / Hiswara Bunjamin & Tandjung — Analysis of 2025 Indonesian investment rule changes
- UU 6/2023 — Omnibus Law on Job Creation (Cipta Kerja), introducing the OSS risk-based licensing framework
Disclaimer: This guide is for informational purposes only and does not constitute legal, tax, or investment advice. PT PMA regulations, capital requirements, and KBLI classifications change frequently. Always engage a qualified Indonesian corporate lawyer and tax advisor before establishing a PT PMA or making investment decisions. For more on how we research and verify our content, see our Editorial Policy.
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