Newsletter

Understanding Liquidated Damages in Indonesian Construction Contracts

Understanding Liquidated Damages in Indonesian Construction Contracts

Liquidated damages are damages or compensation whose amount has been agreed and determined in advance by the parties in a contract before the agreement is signed. Such amount becomes payable by the party in breach of the contract (wanprestasi), commonly as a result of a delay in completing the works. Under Articles 1239 and 1243 of the Indonesian Civil Code liquidated damages may be understood as a form of compensation determined and agreed upon by the parties from the outset of the contractual relationship...
Dividend Repatriation for Foreign Investors: Free in Law, Trapped in Procedure

Dividend Repatriation for Foreign Investors: Free in Law, Trapped in Procedure

For foreign investors holding shares in an Indonesian PT PMA, the ability to bring profits back to their home country is an important consideration. In principle, Indonesian law permits investors to transfer and repatriate investment-related funds, including capital, profits, dividends, interest, royalties, and proceeds from the sale or liquidation of an investment...
Shareholders Agreements in Indonesia: Key Considerations for Business Partnerships

Shareholders Agreements in Indonesia: Key Considerations for Business Partnerships

When entering a business partnership, founders and investors may assume that the Articles of Association (“AoA”) provide sufficient protection for their respective interests. In practice, however, the AoA primarily addresses corporate matters required under Indonesian law and may not fully capture the commercial arrangements agreed between shareholders...
Indonesia’s Upcoming Business and Human Rights Compliance Framework: What Businesses Should Know

Indonesia’s Upcoming Business and Human Rights Compliance Framework: What Businesses Should Know

Human Rights Due Diligence (“HRDD”) is becoming an increasingly important aspect of corporate compliance in Indonesia. Broadly, HRDD refers to a process through which businesses identify, assess, prevent, mitigate, monitor, and address actual or potential adverse human rights impacts arising from their operations and business relationships...
Minority Shareholders in an Indonesian PT: What Are Their Rights and How Can They Be Protected?

Minority Shareholders in an Indonesian PT: What Are Their Rights and How Can They Be Protected?

Holding a minority stake in an Indonesian Perseroan Terbatas (PT) does not mean losing your rights as a shareholder. Under Law No. 40 of 2007 concerning Limited Liability Companies (“UUPT”), shareholders have the right to attend and vote at the General Meeting of Shareholders (“RUPS”...
Geothermal Licensing in Indonesia: Legal Framework and Compliance Obligations for Businesses

Geothermal Licensing in Indonesia: Legal Framework and Compliance Obligations for Businesses

Indonesia has approximately 23.2 GW of geothermal potential, with only around 11.6% currently developed into installed capacity. Based on ESDM data as of June 2026, the potential is distributed across 369 locations...
Delayed Delivery of Goods: Who Bears the Losses? Understanding Buyer and Supplier Liability in Procurement of Goods and Services in Indonesia

Delayed Delivery of Goods: Who Bears the Losses? Understanding Buyer and Supplier Liability in Procurement of Goods and Services in Indonesia

In the procurement of goods and services in Indonesia, timely delivery is an important consideration alongside the quality and price of the goods. Delayed delivery of goods can disrupt production processes, construction projects, inventory management, and may result in losses for the buyer...
Marketplace Tax in Indonesia: What Online Sellers Need to Know Before 1 November 2026

Marketplace Tax in Indonesia: What Online Sellers Need to Know Before 1 November 2026

For online sellers in Indonesia, the mechanism for collecting Income Tax through electronic commerce platforms is set to change. The Directorate General of Taxes (“DGT”) has confirmed that the collection of Article 22 Income Tax (“PPh Article 22”)...
When a Company Becomes the Guarantor: Legal Aspects and Enforcement Pathways for Corporate Guarantees

When a Company Becomes the Guarantor: Legal Aspects and Enforcement Pathways for Corporate Guarantees

In large-scale financing transactions, creditors rarely rely solely on the principal debtor's repayment capacity. Market practice addresses this with the corporate guarantee (jaminan perusahaan), a guarantee provided by a legal entity, typically a limited liability company, to secure another party's obligations, whether a subsidiary, affiliate, or third-party business partner...
PADG No. 25 of 2026: Indonesia-Singapore Local Currency Transaction Framework

PADG No. 25 of 2026: Indonesia-Singapore Local Currency Transaction Framework

For companies with trade, investment, or payment relationships with business partners in Singapore, Bank Indonesia has just issued a regulation with the potential to change how such cross-border transactions are settled. Through Peraturan Anggota Dewan Gubernur (PADG) No. 25 of 2026 concerning the Settlement of Bilateral Transactions between Indonesia and Singapore Using Rupiah and Singapore Dollar through Banks...
GR 33/2026: Key Personal Data Protection Compliance Requirements for Companies

GR 33/2026: Key Personal Data Protection Compliance Requirements for Companies

The issuance of Government Regulation No. 33 of 2026 concerning the Implementing Regulation of Law No. 27 of 2022 on Personal Data Protection ("GR 33/2026") marks a significant shift in Indonesia's data protection landscape. While the Personal Data Protection Law ("PDP Law") established the fundamental principles of personal data protection, GR 33/2026 provides the operational framework that organizations must follow when processing personal data...
Geo-Tagging in Indonesia: A Growing Legal Compliance Requirement for Businesses

Geo-Tagging in Indonesia: A Growing Legal Compliance Requirement for Businesses

Over the past few years, the term geo-tagging has increasingly emerged in business discussions, not only among technology companies but also across the plantation, mining, and digital services sectors. What was once viewed as a purely technical mapping exercise has now become a critical compliance requirement that may determine whether a company can continue operating, export its products, maintain regulatory approvals, or avoid legal disputes...
Buying Property in Bali? Why Legal Due Diligence Matters for Investors

Buying Property in Bali? Why Legal Due Diligence Matters for Investors

Bali continues to be one of Indonesia’s most attractive property investment destinations for both local and foreign investors, ranging from villas and residential properties to commercial properties and hospitality businesses. However, purchasing property is not merely about location and price. A property that appears commercially attractive may not necessarily be legally secure...
Transfer Pricing Audits and Tax Disputes in Indonesia: Legal Risks and Mitigation Strategies

Transfer Pricing Audits and Tax Disputes in Indonesia: Legal Risks and Mitigation Strategies

Transfer pricing remains one of the most heavily scrutinized areas of Indonesian tax enforcement. Given the inherent complexity of related-party transactions and the judgment involved in determining arm’s length pricing, disagreements between taxpayers and the Directorate General of Taxes (“DGT”) frequently arise...
Navigating Negative Covenants in Indonesian Financing Transactions

Navigating Negative Covenants in Indonesian Financing Transactions

When negotiating a loan agreement in Indonesia, borrowers often focus primarily on the interest rate and repayment schedule, while treating the remaining provisions as standard contractual boilerplate. However, one of the most important sections of any financing document is the negative covenant clause...
New Foreign Investment Rules in Bali 2026: What Foreign Investors Need to Know About PMA, Zoning and Business Licensing

New Foreign Investment Rules in Bali 2026: What Foreign Investors Need to Know About PMA, Zoning and Business Licensing

Bali has long been one of Indonesia’s most attractive destinations for foreign investors. The growth of tourism, hospitality, wellness, real estate, and various service sectors has made Bali one of the most sought-after investment destinations. However, entering 2026, the regulatory landscape is changing. The Government is increasingly strengthening its supervision of Foreign Investment (Penanaman Modal Asing or “PMA”) activities in Bali...
Share Buybacks under Indonesian Company Law: Key Legal Limitations and Considerations

Share Buybacks under Indonesian Company Law: Key Legal Limitations and Considerations

In corporate practice, it is not uncommon for shareholders to decide to relinquish their ownership in a company, whether for business reasons, ownership restructuring, investment realignment, or differences of opinion among shareholders. In such circumstances, one of the options often considered is for the company itself to repurchase the shares held by the exiting shareholder, a mechanism commonly referred to as a share buyback....
Transfer Pricing in Indonesia: Legal Framework and Compliance Obligations

Transfer Pricing in Indonesia: Legal Framework and Compliance Obligations

Transfer pricing is commonly associated with taxation. However, from a legal perspective, it is equally a matter of regulatory compliance, corporate governance, and risk management. As business groups increasingly operate across multiple jurisdictions, transactions between affiliated entities have become an ordinary part of commercial operations. These transactions may involve the sale of goods, management services, licensing arrangements, royalty payments, financing transactions, and transfers of intellectual property...