Starting a business in Bali: the PT PMA, the capital rules and the nominee trap
Short answer: if you're a foreigner and want to own a business in Bali, it has to be a PT PMA, an Indonesian limited company with foreign shareholders. The paid-up capital floor dropped to Rp2.5 billion in late 2025, but the Rp10 billion investment test is still there.
The short version
- Foreign investment in Indonesia must be made through a limited liability company (PT) under Indonesian law [3].
- Under BKPM Regulation 5 of 2025, a PT PMA's total investment must be more than Rp10 billion per business line per location, usually excluding land and buildings [1].
- The minimum placed and paid-up capital is now Rp2.5 billion per company, down from Rp10 billion. The rule took effect on 2 October 2025 [1][2].
- Paid-up capital must stay in the company account for at least 12 months, except to buy assets, build or run the business [1].
- Agreements that say someone holds shares on your behalf are void by law. Nominee set-ups put your whole investment at risk [3].
Why a PT PMA and not something simpler
At home you can register an ABN and be trading by lunchtime. Indonesia is different. Foreign investment has to be in the form of a PT, a limited liability company, unless another law says otherwise [3]. The "PMA" part simply means it has foreign capital (penanaman modal asing).
You can't set up a sole trader business on a visitor or remote worker visa either. The E33G remote worker visa, for example, says you mustn't sell goods or services unless it's necessary for your overseas job [6]. Smartraveller is blunt: you can't work in Indonesia without the appropriate visa [5].
So for most Australians who want to open a café in Canggu, run a surf school in Uluwatu, operate villas in Ubud or base a design agency in Sanur, the PT PMA is the legal route.
The capital rules, in plain English
There are two separate numbers, and people mix them up all the time.
| Test | What it means | Current rule |
|---|---|---|
| Total investment value | The total you plan to invest in the business, shown in your business plan | More than Rp10 billion per 5-digit KBLI business code per project location, excluding land and buildings [1] |
| Placed and paid-up capital | Money actually put into the company for its shares | At least Rp2.5 billion per PT, unless other laws set a different figure [1] |
| Lock-in | How long paid-up capital stays put | At least 12 months in the company account, except for buying assets, construction or operations [1] |
Before October 2025, the paid-up capital floor under BKPM Regulation 4 of 2021 was Rp10 billion [2]. That's the figure you'll still see on older websites.
Exceptions that matter in Bali
The Rp10 billion investment test is counted differently for some sectors [1]:
- Food and beverage: counted per 2-digit KBLI code, per regency or city. One investment plan can cover several outlets in Badung, for example [1].
- Accommodation (short and long stay) and property leasing: land and buildings are included in the Rp10 billion [1].
- Wholesale trade and construction: counted per 4-digit KBLI code [1].
That accommodation rule is handy for villa projects, because the land lease and the building count. The food rule helps if you want a second café.
How you prove it
You don't send bank statements to a ministry. Compliance is through a self-declaration (pernyataan mandiri) when you apply for your business licence in OSS, including the 12-month lock-in commitment [1]. Breaching it can lead to administrative sanctions [1].
Choosing your KBLI and getting licensed
Indonesia licenses businesses by risk level through the OSS system (Online Single Submission). Your business activities are classified by KBLI codes, the Indonesian standard industrial classification, and each code has its own risk level and requirements [1].
Step by step
- Pick your activities. List every KBLI code you'll need. A café that also sells merchandise and runs events may need more than one. Each 5-digit code adds to the investment calculation [1].
- Check the code is open to foreigners. Some business fields are restricted to Indonesians or capped for foreign ownership. Your notary or lawyer should check this against the current investment list before you go further.
- Draft the deed of establishment with a licensed Indonesian notary. Foreign individual shareholders are classed by the passport used at incorporation [1].
- Get Ministry of Law approval of the company's establishment. You'll need this decision for the investor KITAS later [4].
- Register in OSS to get your business identification number (NIB) and the licences your risk level requires, making the capital self-declaration as you go [1].
- Open a company bank account and pay in the capital.
- Register for tax. The company needs its own NPWP, and so do you once you're a resident taxpayer.
- Apply for your stay permit through the company as sponsor.
Allow time for location permits, zoning checks and building approvals, especially for anything near rice fields or the coast. Bali's regencies (Badung, Gianyar, Tabanan and the rest) handle much of the on-the-ground licensing.
Your KITAS through your own company
Owning a PT PMA can give you a route to stay in Bali. The E28A investor visa is for foreigners who invest, do business or set up companies in Indonesia, and holders can be a director or commissioner of their company [4].
| E28A detail | What immigration says |
|---|---|
| Stay | 1 or 2 years, extendable [4] |
| Shareholding | At least Rp10 billion in a sponsor company registered with BKPM [4] |
| If your shares are worth less | You need a work visa for your director or commissioner role instead [4] |
| Company documents | Ministry of Law approval and the last 2 months of company account statements [4] |
| Government fees | Rp7 million for 1 year, Rp9.5 million for 2 years [4] |
Note the gap: the paid-up capital floor fell to Rp2.5 billion [1], but the immigration page we checked still lists a Rp10 billion shareholding for the investor visa [4]. If your shares are below that, plan on a work permit for your directorship. Check with an immigration lawyer before you structure the share split.
Why nominee arrangements are a trap
For years, some foreigners in Bali avoided the PMA rules by putting a business, or land, in an Indonesian friend's or partner's name, with a side agreement saying the shares really belong to the foreigner.
The Investment Law deals with this directly. Article 33 says domestic and foreign investors in a PT are prohibited from making any agreement or statement that share ownership is held for another person, and any such agreement or statement is declared void [3].
What that means in practice:
- Your side agreement is worthless. If the nominee walks away with the business, the paper you're holding doesn't help you.
- Death, divorce and debts. If the nominee dies, separates or gets into debt, the asset is legally theirs and can pass to their heirs or creditors.
- Your visa can unravel. If you're working in a business you don't legally own or hold a permit for, you're working without the right visa [5].
Smartraveller notes that legal disputes over land, villas, resorts and businesses are common in Indonesia, including in Bali, and says to get legal advice first [5]. Hire your own lawyer, not one introduced by the seller or the agent.
Ongoing obligations
Setting up is the easy bit. Running a PT PMA properly means:
- Investment activity reports. Every investor must report on investment activities to the investment authority [3], filed periodically through OSS.
- Tax filings. Monthly withholding and VAT where relevant, plus the annual corporate return.
- Staff and BPJS. Local employees need contracts, wages at least the regional minimum and social security enrolment.
- Your own stay permit. Renew it before it lapses, and keep the company in good standing so it can keep sponsoring you [4].
- Company records. Annual shareholder meetings, accounts and changes of director all go through the notary and the ministry.
Budget for an accountant and a corporate secretary service from the start. The compliance load is ongoing, and it doesn't shrink because the café had a quiet wet season.
The Australian angle
- Australian tax doesn't stop at the border. If you're still an Australian tax resident, dividends and salary from your PT are part of your worldwide income [7]. The Australia–Indonesia treaty caps Indonesian withholding on dividends paid to Australian residents at 15% [8].
- Moving money in. Paying in Rp2.5 billion is a big international transfer. Keep the paper trail on both sides, since banks and the ATO may ask where it came from.
- There's no ASIC shortcut. An Australian Pty Ltd can be a shareholder, but its documents must be legalised by apostille or through an Indonesian representative office [1].
- Consular help is limited. The Australian Consulate-General in Denpasar can't resolve a business or property dispute for you [5].
Thinking about it? Join Cooee Indonesia, our Facebook group for Australians in Indonesia, and ask people who've done the PMA process in the last year what they'd do differently.
Sources
- Regulation of the Minister of Investment and Downstreaming/Head of BKPM No. 5 of 2025 (PDF) – peraturan.go.id
- Sederhanakan proses perizinan berusaha, BKPM terbitkan aturan baru – DDTCNews, November 2025
- Law No. 25 of 2007 on Investment, English translation (PDF) – BKPM
- E28A investor visa – Directorate General of Immigration
- Indonesia travel advice – Smartraveller
- E33G remote worker visa – Directorate General of Immigration
- Your tax residency – Australian Taxation Office
- Tax treaty Australia, with MLI status – Directorate General of Taxes