Foreign investors often encounter notarial work when establishing or changing an Indonesian company, signing certain agreements, or completing a share transaction. The notary’s role is important but limited: a notarial deed does not replace investment screening, OSS licensing, tax work or approval by another authority.
Where notarial work commonly arises
- establishment of a PT PMA and preparation of its deed;
- amendments to capital, shareholders, directors, commissioners or articles;
- shareholder resolutions and transaction documents;
- powers of attorney and signature formalities; and
- agreements for which the parties choose or require an authentic deed.
Jakarta Legal ID coordinates documents and administration. Regulated notarial acts are performed by an appointed Indonesian notary under the Notary Law, as amended.
Foreign ownership must be checked by activity
A PT PMA is not automatically permitted to conduct every activity or to be fully foreign owned. The proposed KBLI, sector rules, business scale, location and any investment conditions must be reviewed together. A deed records the parties’ structure; it does not validate a structure that conflicts with applicable law.
Agreements stating that shares are held for and on behalf of another person are prohibited by Indonesia’s investment framework. The legal assessment depends on the actual documents and facts, not the label used by the parties.
Foreign documents
A foreign individual may need a passport and evidence of authority. A foreign corporate shareholder may need constitutional documents, registers, resolutions and an authorized signatory record. Depending on the document, country of issue and intended use, authentication, an apostille and/or a sworn Indonesian translation may be required. The receiving notary or authority determines the acceptable form.
Indonesia’s official apostille service is administered by AHU. Our focused overview is available at Apostille Indonesia.
Company establishment
During establishment, the parties agree the name, domicile, activities, capital, ownership and management. The notary prepares the authentic deed and handles the relevant AHU submission. Tax registration, the NIB and any risk-based or sector licence are separate stages. Read notary services for company formation for the formation-specific sequence.
Share transfers and corporate changes
A proposed share transfer should be checked against the articles of association, shareholder approvals, pre-emption provisions, investment restrictions and beneficial-ownership disclosures. The required document may include a sale and purchase instrument, resolutions and a deed or AHU filing. Completion should also be reconciled with the company’s shareholder register, OSS profile, tax position and other records.
See our guides to sale and purchase deeds for company shares and shareholder agreements.
What a notary does not guarantee
A notary does not guarantee investment returns, licence issuance, tax treatment, the truth of every external representation, or approval by AHU, OSS or a sector regulator. Separate legal, tax, financial or technical due diligence may be needed. Property matters may also require a PPAT and land-office process rather than a notary acting only in the notarial capacity.
Before appointing a provider
- Describe the real activity and transaction, not only the desired company label.
- Identify every foreign party and the person authorized to sign.
- Ask which professional will perform each regulated act.
- Request a written scope separating professional, government and third-party fees.
- Confirm which outcomes depend on another authority.
For the profession’s authority and document categories, read Notary Services in Jakarta. For administrative coordination, visit our Notary Services hub or contact us.
This article is general information. Transaction-specific advice requires review of the current rules and documents.