Procedures on De-registration and Liquidation in Indonesia

What are  the necessary procedures for dissolving a foreign-owned subsidiary in Indonesia?What are the documents that need to be submitted to the tax office when dissolving a company in Indonesia ?

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Country-wise procedures of dissolution liquidation for foreigner-owned company

Procedures on De-registration and Liquidation in Indonesia

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What is the logic behind the deregistration and liquidation process of a foreign-owned company in Indonesia?

The dissolution and liquidation procedures in each country may seem very complicated and difficult to understand at first glance.

When a foreign-owned company is established in Indonesia, it needs to register with the Ministry of Law and Human Rights (MOLHR).
After the company is established, obtains a Business Identification Number (NIB) from the official website of the Online Single Submission (OSS) system, which is a unique identification number used for financial transactions and regulatory reporting.
In contrast, when you decide to close your company, you also need to declare it to the Ministry of Law and Human Rights (MOLHR).

After the approval of the Ministry of Law and Human Rights (MOLHR),
Register for tax with the Directorate General of Taxes and obtain Taxpayer Identification Number (NPWP).
Then apply for a VAT number (PPN) from the Directorate General of Taxes.
Depending on the nature of your business, you may need to obtain a business license or permit for your specific business.
Finally, you need to obtain a social security number from the BPJS Ketenagakerjaan,
and finally open a bank account.

Conversely, when closing a business,
Report on the company’s dissolution to the Directorate General of Taxes and complete the relevant tax procedures.
Finally, the relevant agencies need to be notified to cancel the income tax number, the VAT number (PPN), the business license or permit for the specific business, the payroll accounts, and the cancellation of the bank account.

In addition to the cancellation of various certificate numbers, when a foreign-funded company is dissolved, it is necessary to appoint a Liquidator to supervise the procedure, evaluate and value the company’s assets and liabilities, pay off outstanding debts and obligations, and sell the company’s assets, according to Statutory priorities distribute proceeds of sale to creditors and shareholders.

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What are the necessary procedures for dissolving a foreign-owned subsidiary in Indonesia?

1. Approval of the General Meeting of Shareholder (GMS)
   • Dissolution requires a resolution from the General Meeting of Shareholders.
   • The dissolution process is effective as of the date of the General Meeting of Shareholders’ resolution.
2. Appointment of Liquidator
   • If the General Meeting of Shareholders does not appoint a liquidator, the Board of Directors of the Company shall act as liquidator.
3. Announcement in the State Gazette and newspaper and the Ministry of Law and Human Rights (MOLHR) will approve the dissolution.
   • The liquidator within 30 days since the effective date of the dissolution shall notify:
   1) All creditors concerning the dissolution by means of announcement of dissolution in a newspaper and State Gazette of the Republic of Indonesia; and
   2) The dissolution of the Company to the MOLHR is to be recorded in the Company Registry that the Company is in liquidation.
4. Submission of Creditors’ Claims and Settlement of Claims and Accounts Receivables
   • All creditors may submit their claims within a period of 60 days calculated from the date of announcement.
   • Liquidator shall settle the assets of the Company in liquidation according to the priority.
5. Revoke Business identification number (NIB) and business license (SIUP)
   • The revocation request can be initiated through the Online Single Submission (OSS) system in Indonesia.
6. Revoke taxpayer identification number (NPWP), VAT enterprise (SPPKP) and tax certificate registration (SKT)
   • Notify the Tax Office of the liquidation and request for revocation of the Company’s Tax Registration Code (NPWP) and SPPKP.
   • The tax card can be closed by tax audit and verification.
   • Audit process can go from 6 months up to one year.
7. Close the social security program.
   • Submit the application online to the Social Security representative officer (RO).
8. Closing
   • Register the closing of the liquidation of the Company with the Company Registry of the Ministry of Trade, Ministry of Justice, and announce the same in the State Gazette and daily newspapers.
   • It takes approximately 5-12 months depending on the dissolution process of the company.
   

   Submit

   https://www.cekindo.com/services/company-dissolution-in-indonesia#:~:text=The%20Process%20of%20Company%20Dissolution%20in%20Indonesia&text=To%20approve%20the%20liquidation%20process,of%20winding%20up%20a%20company.

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What are the documents that need to be submitted to the tax office and other government competent units when dissolving a company in Indonesia?

When dissolving a company in Indonesia, there are specific documents that need to be submitted to the government units.
These documents are important to ensure that all matters are properly addressed as part of the dissolution process.
Here are some of the key documents that may need to be submitted:

5. OSS system
   • Log in to OSS system and fill in the Dissolution Deed Data and submit the application for Liquidation Revocation, to cancel the NIB.
   • The verification takes 5 working days.
6. Directorate General of Taxes
   • Fill in the NPWP deletion form electronically via the e-Registration application which is available on the page www.pajak.go.id.
   • Upload the required documents via the e-Registration application.
7. Social Security representative officer (RO)
   • Fill in the registration form (F1B) – signed by the director with the company stamp.
   • Prepare the letter of statement to close the company – printed with letterhead, signed by the director on stamp duty of IDR 10,000 and the company stamp.
   • Supporting documents such as original certificate of BPJS Ketenagakerjaan, Withholding Tax (Article 21) filing for the last 3 months – to prove that there are no more employees paid for the last 3 months.

Country-wise procedures of dissolution liquidation for foreigner-owned company

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