PT PMA Compliance Review in Indonesia: What Company Owners Should Check

A PT PMA compliance review helps company owners understand whether their corporate documents, registered business activities, licences and reporting records remain consistent with how the business actually operates.

The starting point is the company’s current position: what it does, where it operates, who owns and manages it, which approvals it holds and which obligations require attention. A useful review compares the supporting documents with actual operations and identifies missing information, inconsistencies and matters requiring further verification.

The scope may include corporate deeds and AHU records, beneficial ownership information, KBLI classifications, OSS and NIB data, business licences, investment reporting, tax administration, employment arrangements and key contracts. The areas requiring detailed examination depend on the company’s activities, locations, stage of development and proposed transactions.

For an owner, the practical outcome should be a written explanation of the findings and a prioritised action plan. It should distinguish confirmed gaps from unresolved questions, identify the supporting evidence and explain which matters require coordination with a notary, tax adviser, licensing authority or another relevant specialist.

This is particularly useful before expanding operations, changing shareholders or directors, committing to property, signing a substantial contract or taking over a company from its previous management.

Begin with the documents that establish the company’s current structure and identify who may make decisions or sign on its behalf.

Collect the establishment deed, subsequent amendments, relevant Ministry of Law approvals or acknowledgements, current AHU records, shareholder records and corporate resolutions. Compare them with the information used by management, banks, advisers and commercial counterparties.

The review should establish:

• whether the company name, registered address and business purposes are consistent across the available records;
• whether changes to shareholders, directors or commissioners are supported by the relevant documents and reflected in the appropriate records;
• whether recorded capital and shareholder contributions are supported by evidence;
• whether beneficial ownership information has been submitted and remains accurate;
• whether annual corporate approvals and reporting have been documented; and
• whether any warning, restriction or unresolved filing requires follow-up.

Pay particular attention to changes that were agreed commercially but may not have been fully documented or processed. A share purchase agreement, resignation letter or internal instruction should be checked alongside the corporate steps required to give effect to it.

Signing authority deserves a separate review. Before relying on a signature, check the person’s current appointment, the Articles of Association, any relevant corporate approval and the scope of any power of attorney. Identify restrictions on individual signing authority and transactions that may require additional approval.

Former directors, employees or advisers may also retain access to company accounts, electronic systems or original documents. Review whether those access rights still match their current responsibilities.

Record each discrepancy and the evidence needed to resolve it. Where the documents do not establish a clear current position, obtain confirmation from the company’s notary or relevant adviser before proceeding with a new filing or material transaction.

Describe the company’s actual activities before reviewing its registered classifications. Identify what it sells, which services it provides, where the work takes place and how it earns revenue. Compare that description with the business purposes in its corporate documents, the KBLI classifications recorded in OSS and the scope of its issued licences.

Review each activity and project location separately. Documents associated with one project should not be assumed to cover another location, a different operating model or an additional service.

The review should establish:

• whether each registered KBLI classification accurately describes the relevant activity;
• whether the company’s corporate documents and OSS records are consistent;
• whether project addresses and operating locations are correctly recorded;
• which licensing documents have actually been issued;
• whether any application, verification or approval remains incomplete;
• whether conditions attached to an issued licence require further action; and
• whether changes to the business have created additional licensing questions.

Keep a clear distinction between a submitted application and an issued approval. Save the supporting documents and check their scope, status and conditions. An OSS screenshot or the existence of an NIB should not be treated as a complete assessment of the company’s licensing position.

For property-based activities, include the documents relevant to the premises and intended use. Clarify which documents belong to the property owner, which relate to the operating company and whether the proposed activity is covered.

Where business classifications have changed, verify the correspondence between the previous and current codes before making an update. A replacement code should reflect the actual activity; a similar title alone is not a sufficient basis for selection.

Before adding an activity, expanding to another location or changing the operating model, confirm the applicable licensing route and any sector-specific or local restrictions. Record unresolved issues before the company signs contracts or commits funds that depend on obtaining approval.

For a more detailed review of classification changes, see our guide to KBLI 2025 for existing PT PMA companies, including the checks to make across corporate documents, AHU and OSS records.

Review the company’s investment records alongside its LKPM reporting history. The objective is to understand what has been invested, where it has been deployed and whether submitted reports are supported by the company’s records.

Distinguish planned investment from realised expenditure. Compare the figures recorded in OSS and previous LKPM submissions with accounting records, asset schedules, contracts, invoices and payment evidence. Identify amounts that remain commitments rather than completed expenditure.

For each relevant project, the review should establish:

• the reporting obligations applicable to its business category and stage of development;
• which reporting periods have been covered;
• whether reports were submitted, returned for correction or remain unresolved;
• whether investment figures can be reconciled with supporting records;
• whether workforce information reflects the relevant reporting period; and
• whether reported project progress and operational difficulties accurately describe the situation.

Check how the company distinguishes preparation or construction from operational activity. Where a project has started operating, expanded or changed materially, confirm whether its reporting treatment and OSS records need to be updated.

A quarter without new expenditure should prompt a check of the applicable reporting requirements. The company should establish whether a report is still required and how to describe its position accurately. Do not assume that a period without revenue, investment or operational changes can simply be omitted.

For reporting deadlines, project-stage distinctions and submission checks, see our guide to PT PMA LKPM reporting in Indonesia.

Retain submission receipts, status records, requests for correction and the information used to prepare each report. If an adviser submits LKPM on the company’s behalf, management should still be able to retrieve and understand those records.

Where earlier reports contain gaps or figures that cannot be supported, document the discrepancy and obtain advice on the appropriate correction procedure. The action plan should identify the affected project and period, the evidence required and the person responsible for follow-up.

A compliance review should establish whether management has a clear record of the company’s tax position, filing history and access arrangements. Begin by identifying who maintains the accounts, prepares returns, authorises payments and communicates with the tax authority.

Compare the company’s tax registration details with its current corporate documents and operations. Ask the responsible accountant or tax adviser to identify the obligations applicable to the business and provide evidence of filings, payments and unresolved matters.

The review should cover:

• the accuracy of the company’s tax registration information;
• access to Coretax and the contact details used for account administration;
• the filing and payment records for applicable tax obligations;
• reconciliation of reported figures with the accounting records;
• outstanding notices, requests for clarification or other correspondence;
• the identity and authority of any appointed tax representative; and
• the handover arrangements if the company changes accountants or advisers.

Management should be able to retrieve submitted returns, payment evidence and relevant correspondence. Establish who holds these records and whether the company has a reliable copy independent of an individual employee or external provider.

Review electronic access separately from professional authority. Identify each user, the permissions granted and whether access remains appropriate to that person’s current role. Include former employees and advisers in this check, and arrange any necessary changes through the authorised account procedures.

Where someone formally represents the company in tax matters, review the appointment documents, the scope of the special power of attorney and the professional credentials relevant to that role. Confirm any classification, validity period or transitional arrangement with the responsible tax specialist.

Record matters that require a technical tax assessment, such as an uncertain tax treatment, an unreconciled balance or a potentially incomplete return. Assign these to a qualified Indonesian tax adviser and include the required follow-up in the company’s action plan.

For the checks relevant to appointing a tax representative, see our guide to Indonesia’s tax representative rules under PMK 44/2026 and PMK 55/2026, including professional status, the scope of authority and transitional appointments.

Review who works for the company, what each person actually does and how the relationship is documented. Compare the personnel list with employment agreements, service contracts, payroll records and the responsibilities assigned in practice.

Include directors and foreign personnel where they perform operational or management functions. Identify who employs or engages each person, their work location, reporting line and the activities they carry out.

The review should establish:

• whether written agreements reflect the actual working arrangements;
• whether job descriptions, remuneration and working hours are documented consistently;
• whether payroll, relevant tax deductions and applicable social security records can be reconciled;
• whether contract expiry dates, renewals and termination matters require attention;
• which foreign personnel require further examination of their employment and immigration position; and
• whether outsourced personnel and independent contractors are engaged under arrangements appropriate to the work performed.

For foreign personnel, assemble the relevant employment, manpower and immigration documents. Have the responsible specialist confirm the requirements applicable to each person’s role, activities and circumstances, including any exemption being relied upon.

Where approvals are required, check their validity, stated position, sponsoring or employing entity and any restrictions on activities or location. Investigate discrepancies between the documents and the work actually performed.

Changes in role, employer, work location or responsibilities should trigger a review of the supporting arrangements. Maintain a calendar of expiry dates and assign responsibility for any required renewal or update.

Keep a record of unresolved employee claims, payroll discrepancies and proposed terminations. Matters involving employment status, foreign worker eligibility or a dispute should receive specialist review before management makes commitments or takes action.

The resulting action plan should identify the affected person or arrangement, the missing evidence, the required review and the deadline for addressing it. Personnel documents should be accessible only to those who need them for their responsibilities.

Review the agreements that create the company’s largest financial obligations or give another party control over important assets, information or operations.

Start with property leases, management agreements, substantial customer and supplier contracts, financing arrangements, shareholder agreements and powers of attorney. Include amendments, side letters and correspondence that may affect how the parties understand their obligations.

For each material agreement, establish:

• whether the correct company is named as a party;
• whether the signatories’ authority is supported by the relevant documents;
• whether the agreed scope reflects the services or activities actually performed;
• which payments, deposits, guarantees and renewal commitments remain outstanding;
• whether licensing or other approval conditions have been addressed;
• which deadlines require notice or action; and
• what happens to money, documents, assets and system access when the relationship ends.

Pay particular attention to agreements signed before the company’s operating structure was settled. A lease signed personally by a shareholder, an invoice issued by another entity or a management arrangement involving several companies may require clarification of the contractual and operational responsibilities.

Review powers of attorney alongside the tasks being delegated. Identify the authorised person, permitted actions, financial limits, duration and any right to appoint someone else. Check whether earlier authorisations remain appropriate after a change of director, employee or adviser.

Where a service provider controls booking accounts, customer information, software, financial records or original documents, examine the company’s access and handover rights. Record any dependence on personal accounts or informal arrangements that could interrupt operations if the relationship ends.

The contract review should produce specific actions: obtain a missing signed copy, clarify an obligation, prepare an amendment, review an authority, address an approaching deadline or seek advice on a disputed clause.

Prioritise agreements according to the value at risk, the proximity of deadlines and the company’s dependence on the counterparty. These findings can then define the scope of any contract drafting or review work through Agreement Factory.

For a closer look at contractual risks, see our guide to business agreement review in Indonesia before signing or amending a material agreement.

A useful compliance review should give management a written record of the findings and a practical action plan. Each finding should explain what was examined, what the available evidence shows and what remains unresolved.

The report should define the review’s scope, the documents supplied, the activities and locations covered, and the date of assessment. Missing records or matters requiring confirmation should be clearly identified so that conclusions are not mistaken for a complete assessment of areas that were not examined.

For each finding, record:

• the relevant document, activity or obligation;
• the evidence supporting the finding;
• whether it is a confirmed gap, an inconsistency or an unresolved question;
• the potential effect on operations or a planned transaction;
• the recommended next step;
• the person or adviser responsible for follow-up; and
• any applicable deadline or dependency.

Priorities should reflect the company’s circumstances. An approaching filing deadline, expiring document or uncertainty affecting a transaction may require action before a routine administrative correction.

Distinguish legal or contractual deadlines from internal target dates. Where the next step depends on a notary, specialist adviser or authority, identify the confirmation required and allow for that dependency in the proposed timetable.

Management should also understand which findings can be addressed internally and which require a separate professional engagement. Document retrieval, reconciliation and access reviews may be handled by the company, while a corporate amendment, tax correction, licensing issue or disputed contract may require specialist assistance.

Agree how completion will be verified. Retain the updated document, submission receipt, written confirmation or other evidence supporting closure of each item. A submission alone may leave further steps outstanding.

The resulting action plan should remain usable after the review ends. Assign an owner to each open item, track progress and revisit the relevant findings when the company changes its activities, locations, ownership or management.

Start with a short description of the company’s current activities, operating locations, ownership and management. Explain why the review is being requested and identify any planned transaction, approaching deadline or known issue that may affect its priorities.

Prepare the available documents in a secure folder, grouped by subject:

• corporate deeds, amendments, approvals, shareholder records and resolutions;
• beneficial ownership records and annual corporate reporting evidence;
• NIB, OSS project records, KBLI information and issued licences;
• investment records, LKPM submissions and related correspondence;
• tax registration, filing and payment records requested for the agreed scope;
• employment agreements and relevant foreign personnel documents; and
• material contracts, powers of attorney and outstanding commitments.

Include correspondence about rejected applications, requests for correction, warnings or disputes. These records may explain why a document is missing or why an earlier update remains incomplete.

If a document cannot be located, record who may hold it and whether a copy has been requested. An identified gap helps the reviewer define the next step; it should not be filled with an assumption.

Where several advisers hold different parts of the company’s records, appoint one internal contact to coordinate retrieval and questions. Keep original signed documents secure and provide readable copies through an agreed channel.

Avoid sharing passwords or one-time authentication codes. If system access is necessary, agree an authorised method and the permissions required for the review.

Before work begins, confirm the scope, expected deliverables, fee, indicative timetable and responsibility for specialist input. Clarify which follow-up actions are included and which would require a separate engagement.

The initial review can then focus on the company’s most pressing questions while clearly recording any areas that remain outside the agreed scope.

A PT PMA compliance review compares the company’s documents, registered information and reporting records with its actual activities. Its purpose is to identify gaps, inconsistencies and unresolved questions, then prepare a prioritised action plan within an agreed scope.

An NIB should be reviewed alongside the documents and obligations relevant to the company’s activities and project locations. The review should establish which approvals have been issued, what they cover, whether conditions remain outstanding and which reporting obligations require attention.

Identify the exact discrepancy first: company address, directors, shareholders, business purposes, KBLI classifications or project details. Compare the latest corporate deeds and Ministry approvals or acknowledgments with the current AHU and OSS records and the company’s actual activities.

Ask the company’s notary and licensing adviser to establish which record needs correction and the appropriate sequence of steps. A mismatch may reflect an incomplete corporate filing, an OSS update that remains outstanding or a change in operations that requires further review.

Do not assume that changing information in one system completes the process in the other. After any correction, verify the relevant records and retain the updated documents and submission confirmations.

Yes. A review can examine the company’s intended activities, corporate structure, investment records, licensing preparations and contractual commitments before operations begin. The scope should reflect the project’s current stage and identify requirements that need specialist or authority confirmation.

A compliance review can bring together information held by different advisers and identify matters requiring follow-up. Corporate amendments, technical tax assessments, licensing procedures and other specialist work should be assigned to the appropriate professional. The engagement should specify which services are included.

Yes, provided the missing documents and resulting limitations are recorded. The reviewer can assess the available evidence, identify who may hold the remaining records and explain which conclusions depend on obtaining them.

The timetable depends on the agreed scope, number of activities and locations, availability of records and need for external confirmation. An indicative schedule should be agreed after an initial document assessment, with dependencies and outstanding information clearly identified.

The engagement should state whether it covers assessment only or also includes specified follow-up work. Filings, corporate amendments, tax corrections and contract drafting may require separate instructions, fees or specialist involvement. Each recommended action should have a clearly assigned owner.

Consider a further review when the company changes its activities, locations, ownership or management, enters a material transaction or receives a notice requiring attention. Management can also agree a periodic review schedule based on the company’s operations, obligations and previously identified issues.

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