Registration of Limited Partnership, Firm and Civil Partnership
Indonesia recognizes some type of business entities other than a limited liability company (Perseroan Terbatas - PT). They are Limited Partnership (Persekutuan Komanditer - CV), Firm (Firma) and Civil Partnership (Persekutuan Perdata) (“Legal Entity”).
The Ministry of Laws and Human Rights (MOLHR) recently enacted the MOLHR Regulation Number 17 of 2018 on Registration of Limited Partnership, Firm and Civil Partnership (“MOLHR Reg 17/2018”). Before enactment of the MOLHR Reg 17/2018, the Legal Entity should make registration at the district court which has not been well electronically organized.
Pursuant to Article 2 of the MOLHR Reg 17/2018, registration of the Legal Entity including registration of deed of establishment, registration of amendment of articles of association and dissolution. All applications should be made through Business Entity Administration System (Sistem Adminstrasi Badan Usaha - SABU) that can be accessed by the Indonesian public notary.
Before making registration, applicant should check and reserve their entities’ names at SABU to avoid double booking of one certain name. Afterwards, the applicant signs the deed of establishment and followed by application on establishment of the Legal Entity to the MOLHR maximum 60 days as of the date of the Deed of Establishment
Applicant is required to pay the official cost, known as non-tax state revenues for entities’ names reservation and application of establishment. The MOLHR grants its approval namely Surat Keterangan Terdaftar (SKT) electronically to the applicant which shall be printed out, signed and chopped by the public notary.
Meanwhile, applicant should prepare deed of dissolution, court verdict on dissolution or other documents stating the dissolution before submitting the dissolution application to the MOLHR. The application should also be supported with the valid reasons i.e.: 1. Expiration of the agreement period made between partners; 2. Destruction of goods used for the objectives of the Legal Entity or the objectives have been achieved; 3. The consent of all partners to dissolve the Legal Entity; or 4. Other reasons as provided in the prevailing laws and regulations.
The Legal Entity which has been registered before the enactment of the MOLHR Reg 17/2018, should make registration to the MOLHR at the latest 1 (one) year as of the date of the enactment of the MOLHR Reg 17/2018 i.e.12 July 2019. However, according to information from some notaries, the requirements have not been fully implemented due to transition of other business licenses application through the OSS System.