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1.

Refer to your first question regarding to short formation process for


foreign companies in indonesia, this is my answer ;
Filing Permission As for the establishment of PT. PMA through BKPM
1. Identity of the company to be established, which include:
a. Company Name
b. The city as a business domicile
c. Amount Capital
d. Names of shareholders and percentage of capital
e. Composition of the Board of Directors and Commissioners
2. The submission should fill out the application letter (INVESTMENT
APPLICATION UNDER THE FOREIGN INVESTMENT LAW - attached) by
attaching as follows:
A. Founders (Shareholders) foreigners
The Company's articles in Indonesian or English language
follows all its amendments, approval or reporting / notification or
Copy of valid passport of the individual shareholders
B. From the PMA
The Company's articles in Indonesian or English language
follows all its amendments, approval or reporting / notification &
TIN ( NPWP ) Company
C. Founders (Shareholders) Indonesia
The Company's articles in Indonesian or English language
follows all its amendments, approval or reporting / notification or
ID card for individual & Personal TIN ( NPWP )
D. Flowchart of the production process and raw materials (raw
materials) are needed for the industrial process
E. Descripsi / explanation for the process of business continuity
F. Original power of attorney (in the case of the founder is represented
by people / other party)
1) Completeness other data required by the relevant department (if
any) and expressed in "Technical guidance's book on investment
implementation".
2) For certain sectors, for example the mining sector who perform
extraction activities, the energy sector, oil palm plantations and
fisheries, requires a letter of recommendation from the relevant
technical department.
G. In a business sector that is required in terms of cooperation
1) Cooperation agreement (could be a Joint Venture, the Joint
Operation, MOU, etc.) between the entrepreneurs of small and

medium entrepreneurs / big mention third-party, system of


cooperation, rights and obligations.
2) Statement from small companies that meet the criteria as a
Small Company under Regulation No. 9/1995.
Note: For requirements No. 6 points a and b will be coordinated by
BKPM with institutions / departments concerned.
After the file is complete, the new licenses can be processed in the
BKPM during the period + 2 months
BKPM license is valid, as well as the business license (SIUP) at regular
company
After license from BKPM out, then it can start to process the
establishment of PT. PMA (with a note, the name of PT. Can be used /
approved by the Minister).
A copy of the deed will be completed within a maximum period of two
weeks of work since the signing of the deed.
Handling Domicile and TIN on behalf of PT. concerned, TIN made to PT.
PMA should be a special TIN PT. PMA, Time + 12 working days.
Note: At this point can all take care of Letters PKP (Taxable Person) on the
PMA special KPP. and will be carried out survey / review the company's
location.
Time + 12 working days, because there is a survey of the local Tax Office
business location.
Opening an account in the name of the Company and depositing the
share capital in the form of cash to the treasury of the Company.
Setornya evidence submitted to the Notary for the completeness of the
Justice Department's request for approval of RI.
Submission of approval to the Department of Justice, Time + 1.5
months.
After exiting the approval from the Department of Justice, can be taken
care of Company Registration (TDP) and compulsory registration of
companies (WDP) it. Time + 2 weeks.
After all finished, the Official Gazette of his living arrangements. Time
+ 3 months
After all the procedures passed, it must be followed by business type.
When an industry, it must be taken care of Location Permit, Law
disorder (HO) it, Industrial Business License.
After the company running for some time, it will proceed with the
maintenance of permanent business license (IUT) at BKPM.

2. For the second question my answer regarding to the terms of the


establishment of pt formally under law no. 40/2007 is as follows:
a. Founder of at least 2 or more (ch. 7 (1))
b. Notary Deed speaking Indonesia
c. Every founder should take part on shares, except in order smelting (ch.
7, paragraph 2 and paragraph 3)
d. The deed must be approved by the Minister for Justice and announced
in BNRI (ch. 7 paragraph 4)
e. The authorized capital of at least Rp. 50jt and paid-up capital of at
least 25% of basic capital (ch. 32, ps 33)
f. A minimum of one director and one commissioner (ps. 92 paragraph 3
& ps. 108 paragraph 3)
g. The shareholders must be citizen or legal entity established according
to Indonesian law, except PT. PMA
While the material requirements in the form of documents that must be
submitted to the Notary at the time of signing the deed of incorporation are:
a. ID card of the founders (at least 2 people and not husband and wife). If
the only husband and wife founders (and not separated treasure) then,
there must be one someone else who acts as the founder /
shareholders
b. The authorized capital and paid-up capital, to determine the amount of
authorized capital, issued capital and paid-up capital is no strategy.
Because it all depends on the type / class SIUP desired. Grading
License not based on the amount of basic capital, but based on the
amount of cash to the Company's paid-up capital.The criteria are:
1) Small Business License in capital s / d Rp. 200jt
2) Intermediate License paid-up capital of Rp. 201jt s / d Rp. 500jt
3) License of the paid-in capital> USD. 501jt
c. The amount of paid-up capital should be a maximum of up to 50% of
the authorized capital, to provide an opportunity for the Company if at
any time will be issued shares in deposits, do not need to increase its
authorized capital again. However, it may also base capital = Capital
paid. Depending on the needs.
d. The number of shares taken by each founder (its percentage), For
example: A = 25% B = 50% C = 25%
e. The Board of Directors and commissioners as well as the number of the
Board of Directors and Board of Commissioners
As for licenses company in the form of domicile of the Company, TIN
company, SIUP, TDP / WDP and PKP, the supplementary documents required
are:
A. Family Card Director
B. TIN Directors (if none, minimal Director)
C. Copy the following Building Lease Agreement of domicile from a
building manager (if leased office) if the status of its own, it takes:

copy land certificates and following the last UN -copy evidence


keel
D. photo of Director / person in charge of size 3x4 ( 2 ) pieces
E. Photos office looks forward, looks inside (the room contains a table,
chair, computer following the 1-2 employees). Usually this done to
facilitate on time for the site survey PKP or License
F. Seals companies (existing as to the maintenance of industrial
license2).
It is important to note, that at the time of signature of the deed of
establishment, domicile permit can be immediately taken care of, and TIN.
After that could open an account on behalf of the Company. Once the account
is opened in the name of the company, then in a period of 1 month max
already have to deposit funds into the account of the company's paid-up
capital, to be processed endorsement. Because when passing from 60 (sixty)
days from the signing of the deed, then the company be dissolved pursuant
to article 10, paragraph 9 of Law PT No. 40/2007.
3. For my answer refers to the third questions ;
The purpose of employment contracts
Employment Agreement is a very important point in a Working Relationship
between the Company and the workers / laborers because it includes all the
consequences that the rights and obligations of both parties. In connection
with the issue in Law No. 13 of 2003 and its implementing regulations which,
among others, outlined in the Decree of the Minister of Labour has set about:
Signs the laws that must be understood and complied with all parties related
to the employment relationship;
Enactment of the three types of Employment Agreement, namely:
Employment Agreement Specific Time (PKWT), Work Time Agreement Not
Specified (PKWTT), chartering Labor Agreement.
Because the employment agreement is the legal basis for each party in the
event of a dispute later on the correct preparation of agreements in
accordance with applicable regulations is very important and strategic.
On that ground, have an understanding of the laws on labor relations and
mastery of precise drafting employment agreement for officials of companies
involved, would make it easy for the company if there is a dispute later on.
Requirements Employment Agreement
Employment agreement was a "treaty" as in general agreement. As a treaty,
an agreement must fulfill the requirements as stipulated in the civil law and
the principles of the agreement in general. According to article 1320 of the
Civil Code, legal agreement must meet the following requirements:

Said Agreed.
Capable.
A certain thing.
A cause that is kosher.

Certain Time Employment Agreement (PKWT)


Employment Agreement for Certain Time (PKWT) - whose workers are often
called contract employees - is based on a certain time period or by the
completion of a particular job. This clause to qualify a certain thing as in
general terms the validity of the agreement, which is the object ditentuakan
based "work time" or "completion of the work". A PKWT shall be made in
writing and registered with the employment intansi terkarit (Manpower).
PKWT are not made in writing and registered with the employment agency
concerned will be considered as PKWTT, so if companies make layoffs, the
employee is entitled to receive severance pay.
Agreements Work Time Indefinite (PKWTT)
In contrast, the employment agreement to Time Indefinite (PKWTT) an
employment agreement that was not timed - are permanent and valid forever
until a layoff. In addition to writing, PKWTT can also be made orally. If PKWTT
made orally, the working relationships that govern them (employers and
kekerja) is Labor Law - Employers and workers are considered approving the
entire contents of the Labor Law as a source of legal relationship of their
work. If PKWTT made orally, the employer is obliged to make a letter of
appointment for the workers concerned.
Listing agreement certain time (PKWT)
1. Applicant requests to surrender equipped with the required documents to
the Department of Industrial Relations.
2. Examination of the completeness of the requirements by the Department
of Industrial Relations officers.
3. Suggested improvements (if any);
4. Applicant complete lack of requirements (if there is a shortage).
5. Research draft Employment Agreement Specific Time (PKWT)
6. Making Registration Decree, letter of approval or Registration Decree;
7. Payment of the levy;
8. Submission of the Decree.
Requirements:
1. Application
2. The text of PKWT

4. For the forth questions, my answer is ;


Preparation of Draft Regulations Company
Company Regulations preparation tasks are the responsibility of the
Company. Before approved by the Minister, the preparation was carried out
by the Company by taking into account the advice and judgment of the
Company's employees to the draft Regulation. Because the input of
employees was "advice" and "consideration", the manufacture of the
Company's Regulations can not be disputed - in the event of disagreement
between the employees and the Company. Because of its advice and
judgment, then employees may also not give suggestions and that
consideration although it has been requested by the Company.
Election of employee representatives in order to provide advice and
consideration must be made for the purpose of representing the interests of
employees. The election was conducted democratically, which is chosen by
the employees themselves against employees representing every unit within
the Company. If a company has been formed within the Union, the
suggestions and that consideration be given by the board of Trade Unions.
To obtain the advice and judgment of the employee representatives, first of
all the Company must submit a draft regulation to the Company's Employee
representatives - or the Union. Advice and consideration should have been
received by the Company within 14 working days from the date of receipt of
the draft Regulation by the Company's Employee representative. If within 14
working days the employee representative does not give advice and
consideration, the Company has been able to propose ratification Company
Rules without the advice and judgment of employees - accompanied by proof
that the company has asked for advice and consideration of the
representative employees but employees did not give it.
Approval from Ministry of Labor
Request ratification Company Rules shall be submitted to the Minister
through the designated official. The submission was made by completing:
Written application containing information about the Company.
Company Regulations manuscript in duplicate 3 which has been signed by
the Company.
Evidence has sought the advice and judgment of representatives of
employees.
After the appointed official examines the completeness of these documents,
and in the text Company regulations also contained material that is contrary
to laws and regulations, then the appointed official shall certify the Company

Regulations. Ratification is done by issuing the Decree within a period of 30


working days from the date of receipt of application for approval.
Conversely, if the conditions are not met, then the appointed official will
return a written request to the Company ratification Company Regulations
concerned within a period of 7 working days from receipt of the application
for approval. Returns are accompanied by notes of completeness that need to
be repaired. The company shall submit the completed Company Regulations
or repaired to the agency responsible in the field of employment within a
period of 14 days from the date of receipt of return Company Regulations. If
the Company does not fulfill the appropriate time specified, then the
Company may be declared not to apply the attestation Company Regulations
- so it can be considered not to have the Company Regulations.
Applicability future Company Regulations
The validity period of the longest Company Regulation is 2 years, and
thereafter shall be renewed back. During the validity period of the regulations
of the company, if the Union wants to holding negotiations Collective Labor
Agreement, the Company shall serve him. But if the negotiations do not reach
an agreement, then the Company Regulation shall remain valid until expired.
5. I will immediately explain and refer to the regulations related to the
use of foreign labor in Indonesia, which is based on Ministerial
Regulation No. PER.02 / MEN / III / 2008 on Procedures for the Use of
Foreign Workers ;
This Ministerial Regulation issued under the framework of the implementation
of Article 42 paragraph (1) Labor Law. With the issuance of Ministerial
Regulation No. PER.02 / MEN / III / 2008 on Procedures for the Use of Foreign
Workers earlier this then some regulations related to the implementation of
Article 42 paragraph (1) of this Labor Law namely:
Minister of Manpower and Transmigration No. KEP.228 / MEN / 2003 on
Procedures for Approval of Plan of foreign manpower;
Minister of Manpower and Transmigration No. KEP.20 / MEN / III / 2004
on Procedures for Obtaining Permits Employing Foreign Workers;
Minister of Manpower and Transmigration No. KEP.21 / MEN / III / 2004
on foreign manpower As guides Singing / Karaoke;
Minister of Manpower and Transmigration No. PER.07 / MEN / III / 2006
on Simplification of Procedures Obtain Permits Employing Foreign
Workers (IMTA);
Minister of Manpower and Transmigration No. PER.15 / MEN / IV / 2006
on the Amendment of the Regulation of the Minister of Manpower and

Transmigration No. PER.07 / MEN / III / 2006 on Simplification of


Procedures Obtain Permits Employing Foreign Workers (IMTA);
Minister of Manpower and Transmigration No. PER.34 / MEN / III / 2006
concerning Provisions Permitting Hiring Foreign Workers (IMTA) To
Employers Who Employ Foreign Workers In the post of executive
director or commissioner;
REVOKED AND DECLARED VOID (ARTICLE 44).
For the Procedure :
RPTKA
Procedure for Application Approval RPTKA
Besides must have permission to employ foreign labor, previous
employers should have a manpower plan (RPTKA) authorized by the
Minister or a designated official. Article 3 states that "an employer who
will hire foreign workers must have RPTKA" used as a basis to obtain
permits Employing Foreign Workers (IMTA). To get RPTKA, TKA employer
must apply in writing the reason for the use of foreign workers comes
complete with:
1) Business license from the competent authority;
2) deed as a legal entity that has been approved by the competent
authority;
3) Company's domicile from the local government;
4) Organization structure of the company;
5) letter of appointment as companion TKI TKA;
6) copy report obligatory evidence of valid pursuant to Act No. 7 of 1981
on Report Obligatory in the company; and
7) recommendation positions will be occupied by foreign workers from
certain agencies if necessary.
8) Recommendation positions will be occupied by foreign workers from
certain agencies if necessary.

RPTKA form is ;
1) TKA employer's identity;
2) Position and / or the status of TKA in the structure of the company's
organization;
3) TKA amount of wages to be paid;
4) Number of foreign workers;
5) TKA working location
6) TKA usage period;

7) The appointment of labor Indonesian citizen as a companion of TKA [4];


and
8) Plan education and training programs of Indonesian workers.
RPTKA Attestation
In terms of eligibility RPTKA assessment results in accordance
procedures established, the Director General or the Director shall issue a
decision RPTKA. RPTKA publishing decisions made by the Director General
to request the use of foreign workers by 50 (fifty) or more; and Director to
request the use of foreign workers less than 50 (fifty) people. RPTKA
decision contains: Reasons for TKA, Position and / or status of foreign
workers in the company's organization structure, TKA amount of wages,
Number of foreign workers, TKA working location, TKA usage period, The
amount designated as companion TKI TKA [5]; and The number of migrant
workers employed.
CHANGES RPTKA
TKA employer may request changes before the expiration RPTKA RPTKA.
RPTKA changes include:
1) addition, a reduction in the number of foreign workers and their positions;
2) change of position; and / or change of work location.
Requirements foreign worker
For Foreign Workers employed by the employer must meet the requirements
that: education and / or work experience of at least 5 (five) years in
accordance with the position to be occupied; willing to make a statement to
divert manpower skills to Indonesian citizens, especially of Indonesian
Workers (TKI) companion; and be able to communicate in Indonesian.
PERMITION ( IMTA )
Permit Using Foreign Workers (IMTA) is given by the Director of Procurement
and Use of Labor Ministry of Manpower and Transmigration to employers of
foreign workers [6], by first applying to get a recommendation visa (TA-01) by
attaching (Article 23 ):
Copy of approval RPTKA;
Copy of passport of foreign workers to be employed;
Curriculum vitae of foreign workers to be employed;
Copy of diploma and / or description of work experience of foreign
workers to be employed;
A copy of the appointment of labor companion; and
Color photograph size 4 x 6 cm by 1 (one) share.

In the case of the Directorate General of Immigration has granted a visa to be


able to work on behalf of the foreign workers concerned and issue a letter of
notification of visa granting approval, the employer TKA apply IMTA by
attaching (Article 24):
a copy of the draft agreements;
proof of payment of the compensation fund through the Bank's use of
foreign workers appointed by the Minister;
a copy of the insurance policy;
a copy of the notification of visa granting approval; and
4x6 color photo of 2 (two) pieces [7].

EXTENSION IMTA
Regarding the extension of the Permit Hiring Foreign Workers (IMTA) is
regulated in Article 27 and Article 28. IMTA can be extended a maximum of 1
(one) year, when the validity period has not ended IMTA. Therefore IMTA
extension request no later than 30 (thirty) working days before the validity
period ends IMTA. IMTA extension request is done by filling out a form by
attaching extension IMTA:
Copy IMTA is still valid
Proof of payment of the compensation fund through the Bank's use
of foreign workers appointed by the Minister
Copy of the insurance policy
Training for the TKI
Copy RPTKA decision is still valid; and
Color photos 4 x 6 cm by 2 (two).

Extension of Work Permit issued by Director for foreign workers who work
location more than 1 (one) province, Governors or officials responsible for
labor affairs in the province for foreign workers who work locations across
district / city in one (1) province, Regent / Mayor or officials responsible for
labor affairs in the district / city for foreign workers who work location in one
(1) Regency / City;

Eligibility requirements to bring foreign workers in practice is;


1. Foreign Workers Plan - RPTKA

Requirements:
Application letter;
RPTKA form of the Ministry of Manpower and Transmigration;
Copy the organizational documents of the Company Sponsor:
Deed of Incorporation and the Articles of Association along Approval from the
Minister of Law and Human Rights;
Amendments along Acceptance Reports and / or authorization, the Minister of
Law and Human Rights;

Company domicile certificate;


1)
2)
3)
4)
5)
6)
7)
8)
9)

Copy Mandatory Employment Report;


Curriculum Vitae of Foreign Workers who intend to work in Indonesia.
Copy certificate attachment Graduation Graduate Program;
Copy of Passport with a minimum validity period of 18 months passport
(copy all passport pages);
The structure of the organizational chart of the Company (the
Company Letterhead from Sponsor);
Copy Foreign Labor Agreement between the Company Sponsor;
Copy of the Identity of the party representing the Company Sponsor
(Director);
Statement from Director of the Company related to the appointment
Party Sponsor a companion of Foreign Workers;
Copy Identity of Labor Assistants of Foreign Labor

2. TA - 01
Requirements:
Application letter;
Form TA - 01 of the Ministry of Manpower and Transmigration;
Copy Approval of RPTKA;
Photo fitted with formal shirt (red background) (2 3 = 10 pieces; and 3 4
= 10 pieces);
Power of Attorney of the Company for maintenance; and
other documents mentioned in point RPTKA.

3. TELEX VISA
Requirements:

Application letter;
Visa form from the Directorate General of Immigration;
Copy of TA. 01; and
Other documents together with the requirements of RPTKA and TA.01.

4. Approval VISA
Visa telex sent to the Indonesian representative in the State elected by
Foreign Workers, for example Singapore, or Malaysia), and Foreign Workers
were asked to come to the office of the Representative.

5. Permit Hiring Foreign Workers (IMTA)


Requirements:

Application letter;
Copy Telex Visa;
Copy of Insurance Policy;
Photograph Foreign Workers (size 4 x 6-6 pieces); and
Copy of proof of payment of Expertise and Skill Development Fund (DPKK) US
$ 1,200.

6. Permit, BLUE BOOK, and MERP (RE Multiple-Entry Permit)


Requirements:

Original passport;
Embarkation card;
Photograph with a red background (size 2 3, 3 x 4 and 4 x 6-8 pieces); and
And the other documents mentioned above.

7. Continued permit after permit above:

Report certificate;
Certificate of self report;
While Resident Registration Certificate;
Newcomers permit card; and
Evidence Report arriva