Background

On 1 August 2018, the Government of Republic of Indonesia enacted the Minister of Law and Human Rights Regulation No. 17 of 2018 on Registration of Limited Partnership, Firm, and Civil Partnership.

Registration of Deed of Establishment of CV, Firm, and Civil Partnership

In registering the establishment of limited partnership (“CV”), firm and/or civil partnership, the applicant must first submit a name. The submission is addressed to the Minister of Law and Human Rights (“MOLHR”) by filling in the name submission format through the Business Entity Administration System (“BEAS”). BEAS is an information technology service provided by the Directorate General of General Legal Administration.

The name of CV, firm, and/or civil partnership must meet the following requirements:

  1. written in latin characters;
  2. has not been used legally by CV, firm, and other civil partnership in BEAS;
  3. not contrary to public order and/or decency;
  4. not the same or not similar to the name of a state institution, government institution, or international institution unless obtaining permission from the relevant institution; and
  5. it does not consist of numbers or sequences of numbers, letters or sequences of letters that do not form words.

If the name of the CV, firm, and/or civil partnership does not meet the requirements, MOLHR can reject the name application. But if the requirements are met, MOLHR will give an approval electronically to use the name. This approval is only intended for one name of CV, firm, and/or civil partnership, and the name can be used for a maximum period of 60 working days.

After the name submission process is complete, the applicant must submit a registration application for the establishment of CV, firm, and/or civil partnership by filling in the registration format through BEAS within 60 days from the date of the establishment deed. If it exceeds this period, the application cannot be submitted.

There are several supporting documents that must be attached electronically, namely:

  1. electronic statement from the applicant stating that the document for the registration of CV, firm, and/or civil partnership is complete;
  2. statement from the corporation regarding the correctness of information on the beneficial owner of CV, firm, and/or civil partnership;
  3. upload the establishment deed of CV, firm, and/or civil partnership; and
  4. an electronic statement stating the registration format and information on supporting documents are in accordance with the statutory provisions, and the applicant is fully responsible for the registration format and said information.
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Furthermore, MOLHR will issue a Registered Certificate (“RC”) electronically at the time the application is received. Notaries can directly do their own RC printing. The RC must be signed and affixed with a position stamp by a notary public and contain the phrase “This Registered Certificate is printed from the Business Administration System”.

Registration of Amendments to the Articles of Association of CV, Firm, and Civil Partnership

The application for amendments to the articles of association of CV, firm, and/or civil partnership are submitted by the applicant to MOLHR by filling in the amendments format through BEAS. The amendments application are required in the event of a change, namely

  1. the identity of the founder which consists of the name of the founder, domicile, and occupation;
  2. business activities;
  3. the rights and obligations of the founders; and/or
  4. The period of CV, firm, and/or civil partnership.

The amendment to the articles of association must be submitted within a maximum period of 30 working days from the date of the notary deed containing the amendment to the articles of association. If it exceeds this period, the application cannot be submitted.

There are several supporting documents that must be attached electronically, namely:

  1. electronic statement from the applicant regarding the document of amendments to the articles of association of CV, firm, and/or civil partnership is complete;
  2. statement from the corporation regarding the correctness of information on the beneficial owner of CV, firm, and/or civil partnership;
  3. an electronic statement stating the amendments format and information on supporting documents are in accordance with the statutory provisions, and the applicant is fully responsible for the amendments format and said information.

In the event that the amendment to the articles of association occurs due to a change in the name of the business entity, then the application for registration of amendments to the articles of association shall be submitted after the use of the name obtains approval from MOLHR. The procedure for requesting a name changes for CV, firm, and/or civil partnership will follow the procedures for submitting name for CV, firm, and/or civil partnership described above.

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Furthermore, MOLHR will issue a RC of amendment to the Articles of Association electronically when the application is received. Notaries can directly do their own RC printing The SKT must be signed and affixed with a position stamp by the notary and contain the phrase “This Registered Certificate is printed from the Business Administration System”.

Registration of Dissolution of CV, Firm, and Civil Partnership

Dissolution of CV, firm, and/or civil partnership must be registered by the applicant to MOLHR with an application for registration to dissolve through BEAS. Application for registration of dissolution is required in the event of dissolution caused by:

  1. expiration of the agreement period;
  2. destruction of goods used for the purposes of CV, firm, and/or civil partnership or the objectives of CV, firm, and civil partnership have been reached;
  3. because of the will of the allies; or
  4. other reasons in accordance with statutory provisions.

The documents that must be attached are:

  1. deed of dissolution;
  2. court decision stating dissolution; or
  3. other documents stating the dissolution.

Non-Electronic Applications

The applicant may submit a non-electronic application in the event that the application for registration of establishment, registration of amendments to the articles of association, and dissolution of the CV, firm, and/or civil partnership cannot be submitted electronically because:

  1. notary whose internet network is not yet available; or
  2. BEAS is not functioning properly based on an official announcement by MOLHR.

The applications are submitted in writing by attaching:

  1. supporting documents; and/or
  2. a statement from the Head of the local Telecommunications Office stating that the relevant notary’s place has not been reached by internet facilities.

Recording of Registration of CV, Firm, and Civil Partnership

Within a period of 1 year after the enactment of this regulation, CV, firm, and civil partnership registered in the District Court must record the registration to MOLHR in accordance with the provisions of the Minister of Law and Human Rights Regulation No. 17 of 2018 on Registration of Limited Partnership, Firm, and Civil Partnership. The recording does not incur any fees and is allowed to use a name that has been used legally by the CV, firm, and civil partnership that has been registered in SABU.

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