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Deed of Change & Share Transfer Services in Indonesia
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In Indonesia, any alteration to a company’s structure or legal information must be formally documented through a Deed of Change executed before a licensed Notary and approved by the Ministry of Law and Human Rights (MOLHR).
At LMI Consultancy, we specialize in managing Deed of Change and Share Transfer processes end-to-end, ensuring that every update to your corporate records is accurate, compliant, and officially recognized.
What Is a Deed of Change?
A Deed of Change (Akta Perubahan) is a notarial document used to amend any aspect of a company’s legal profile, including:
- Company name
- Registered address
- KBLI/business activities
- Director and commissioner structure
- Share composition
- Articles of Association updates
This document becomes legally binding only after it receives MOLHR approval and is updated in the OSS (Online Single Submission) system.
Who Needs a Deed of Change?
A Deed of Change is required for:
1. Companies Updating Their Corporate Structure
Any PT, PT PMA, PT PMDN, or Representative Office needing to update company details within legal documents.
2. Companies Changing Ownership Composition
If there is a share transfer—whether partial or full—the company must execute a Deed of Share Transfer and/or Deed of Change to record the updated ownership.
3. Companies Expanding or Changing Business Activities
New KBLI additions, removal of unused KBLIs, or business category changes require a Deed of Change and OSS updates.
4. Companies Appointing New Directors or Commissioners
Restructuring management always requires formal notarization and MOLHR approval.
5. Companies Relocating Their Registered Address
A change of domicile (especially cross-district/city) requires a Deed of Change and subsequent updates in OSS and NPWP.
6. Companies Aligning With Regulatory Requirements
Certain licensing applications (e-commerce, fintech, manufacturing, etc.) may require companies to update their corporate structure first.
If any of these apply, a Deed of Change is mandatory, not optional.
Share Transfer for Share Below 50%
A Share Transfer below 50% refers to the transfer of part of the company’s ownership to another shareholder or new investor without altering control of the company. Although it does not change majority ownership, it still requires a formal notarial deed, corporate approvals, and updates in government systems.
LMI Consultancy ensures that every share transfer follows the correct procedures including drafting resolutions to official reporting.
Scope of Services (Deed of Change & Share Transfer) from LMI Consultancy
LMI Consultancy offers a comprehensive and seamless corporate amendment service, including:
Company’s Deed of Changes
Preparation, drafting, and execution of all changes through a licensed Notary.
Share Transfer Process (Below 50%)
Includes shareholder resolutions, notarial deed preparation, and updates to share registry.
Updated NPWP (If Required)
Adjustment of corporate tax records reflecting new company information.
Updated NIB & Business Licenses (If Required)
Modifications through OSS RBA for any KBLI, address, or structural changes.
Government Submissions
Full handling of approvals at the Ministry of Law and Human Rights (MOLHR).
OSS RBA Updates
Ensuring new company data is fully synchronized and valid across Indonesia’s licensing system.
Advantages of Completing a Deed of Change & Share Transfer in Indonesia
Updating your company structure through a properly executed Deed of Change and Share Transfer provides significant operational, legal, and strategic benefits:
1. Ensures Full Legal Compliance
A Deed of Change ensures that every corporate amendment—structure, address, management, activities, or ownership—is formally recognized by the Ministry of Law and Human Rights (MOLHR).
2. Protects Corporate Integrity & Avoids Legal Disputes
Accurate recording of directors, commissioners, shareholders, and Articles of Association reduces the risk of internal disputes or claims over ownership or authority.
3. Maintains Accurate Government Records
Updates ensure your company’s information in OSS RBA, NPWP, and licensing systems matches your actual structure—crucial for audits, licensing applications, and banking processes.
4. Strengthens Corporate Transparency for Investors & Partners
A clear legal record builds credibility with banks, investors, partners, and regulatory authorities, demonstrating that the company operates with good governance.
5. Supports Business Expansion
Updated business activities (KBLI), ownership restructuring, and management changes enable companies to expand into new markets, apply for additional licenses, or attract new capital.
6. Recognizes Valid Share Ownership
A notarized and approved share transfer serves as official evidence of the legitimacy and exclusivity of share ownership—protecting the rights of both old and new shareholders.
7. Avoids Penalties & Compliance Sanctions
Companies that fail to update legally required changes may face licensing issues, taxation inaccuracies, and potential sanctions from authorities.
Document Requirements for Deed of Change & Share Transfer
To process a corporate amendment or share transfer in Indonesia, companies must prepare the following documents:
General Company Documentation
- Latest Deed of Establishment and all amendment deeds
- MOLHR approval letters
- Company NPWP
- NIB and business license
- Valid company domicile address
For Changes in Management (Directors/Commissioners)
- Appointment or resignation letters
- Shareholder or board resolutions
- Passport/ID of incoming management
For Updating Business Activities or Address
- New registered address details
- New KBLI list
- Updated operational details
For Share Transfer (Below 50%)
- Share Transfer Deed (Akta Pengalihan Saham)
- Statement letters from both transferor and transferee
- Updated shareholder registry (DPS)
- Valuation or agreement on number of shares transferred
- Passport/ID of new shareholder
- Beneficial ownership declaration (if required)
For PT PMA (Foreign-Owned Companies)
- Compliance with sectoral foreign ownership limits (Positive Investment List)
- Updated investment information (if applicable)
LMI Consultancy will guide you through all document preparations and ensure compliance with Indonesian corporate law.
Conditions That May Prevent a Deed of Change or Share Transfer
Certain amendments cannot proceed if they conflict with Indonesian law or corporate governance standards. A Deed of Change or Share Transfer cannot be processed if it:
1. Violates Foreign Investment Restrictions
If foreign ownership exceeds the allowable limit under the Positive Investment List (PP 49/2021).
2. Conflicts With the Company’s Articles of Association
For example, transferring shares without required shareholder approval.
3. Lacks Clear Legal Basis or Corporate Authorization
Missing GMS approval, incomplete resolutions, or unclear authority from directors or shareholders.
4. Misleads Stakeholders
Incorrect KBLI classification, misleading business descriptions, or false domicile information.
5. Is Not Supported by Complete Documentation
Missing deeds, identity documents, NPWP, or OSS records.
6. Attempts to Transfer Shares Under Dispute
Shares that are pledged, frozen, or held in legal contention cannot be transferred.
Update Your Company Structure with LMI Consultancy
- Consult your inquiry with our professional consultant
- Submit necessary document
- Proceed with the payment
- Application process
- Receive the complete document
Other Popular Company Registration Services in Indonesia
Setup a Business in Indonesia with LMI Consultancy
Established in 2016, LMI Consultancy has been supporting countless individuals in understanding the intricacies of visas, business setup, tax & accounting, and property investment in Indonesia, providing a comprehensive and dependable service.
We take pride in being an ethical and innovative company that places a strong emphasis on exceptional customer service and strives to set a new standard in our industry, guaranteeing a smooth and encouraging experience for our clients.
FAQ
Do foreign shareholders need special approval to receive shares?
Yes. Foreign shareholders must comply with the Positive Investment List (PP 49/2021), which regulates the maximum foreign ownership allowed in each sector. If the sector is partially or fully closed to foreign investment, the share transfer may require restructuring or may not be permitted.
How long does the Deed of Change and Share Transfer process take?
The average timeline is ±20 working days, depending on:
- Complexity of amendments
- Notary drafting process
- MOLHR approval speed
- OSS system update requirements
LMI Consultancy ensures all steps are completed efficiently and accurately.
Do I need to update OSS after a Deed of Change?
Yes. Any change related to business activities, management, address, or corporate details must be updated in the OSS RBA system. Failure to do so can lead to licensing inconsistencies, banking delays, or compliance issues.
Do changes to directors or commissioners require MOLHR approval?
Yes. Appointment, resignation, or replacement of directors and commissioners must be:
- Documented in a notarial deed
- Approved by MOLHR
- Updated in OSS
The change only becomes legally recognized after MOLHR validation.
Does a Share Transfer affect my NIB or business license?
A share transfer does not change your NIB or business license.
However, if the transfer results in:
- A change in foreign ownership percentage, or
- A change in business activities (KBLI),
Then updates may be required to ensure full compliance with investment and licensing regulations.
Disclaimer : Our services in LMI Consultancy provide consulting services focused on ensuring client compliance with applicable immigration and legal regulations in Indonesia. We do not provide or facilitate the production of official government documents, nor do we offer any expedited or preferential access to government services.
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