Deed of Change & Share Transfer Services in Indonesia

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: 

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

For Changes in Management (Directors/Commissioners)

For Updating Business Activities or Address

For Share Transfer (Below 50%)

For PT PMA (Foreign-Owned Companies)

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

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. 

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. 

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. 

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. 

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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