Firm Profile > Siregar & Djojonegoro > Jakarta, Indonesia

Siregar & Djojonegoro
ONE PACIFIC PLACE, 10TH FLOOR
SUDIRMAN CENTRAL BUSINESS DISTRICT
JL. JEND SUDIRMAN KAV 52-53, JAKARTA SELATAN 12190
Indonesia

Banking and finance Tier 4

Predominantly acting for domestic clients, Siregar & Djojonegoro is highly skilled in handling corporate and project finance mandates, with recent instructions involving syndicated and bridge financing structures. Founding partner Zippora Siregar leads the practice and is very experienced in corporate and acquisition finance, with expertise in complementary areas such as foreign investment and capital markets.

Practice head(s):

The firm: The demand for enhancing the value and quality of legal services in Indonesia has been the guiding force in the founding of Siregar & Djojonegoro law firm. The firm believes legal services should be conducted with absolute perfection throughout. This can only be done through thorough understanding of the legal aspects together with a perfect knowledge of the commercial and business environment and practices and the client’s background and concerns.

Siregar & Djojonegoro endeavours to consistently produce high-level legal analysis involving perfect legal drafting and legal advice. The experience, track record and personality of the founders enable Siregar & Djojonegoro to provide high-quality communications to its clients, together with proven negotiating skills and the ability to interpret the client’s concern to achieve a smooth transaction process in accordance with established goals. Furthermore, Siregar & Djojonegoro is registered as a capital markets law firm with the Indonesian Financial Authority Services (Otoritas Jasa Keuangan).

The Indonesian Law Awards 2016 as arranged by Asian Legal Business (ALB) nominated Siregar & Djojonegoro in the top four finalists of Banking and Financial Services law firm of the year, top six finalists of Project, Energy and Infrastructure law firm of the year and top five finalist of Boutique law firm of the year competing with the large, prominent and long-established law firms in Indonesia. Zippora Siregar, the managing partner of Siregar & Djojonegoro, was also nominated as one of the top six finalists for Women’s Lawyer of the year, competing with other prominent women lawyers in Indonesia.

Members of Siregar & Djojonegoro have extensive and successful experience in assisting corporate CEOs and board members, as well as their stakeholders, in analysing legal issues and contributing to important corporate decision-making while also providing advice on good governance aspects.

Finally Siregar & Djojonegoro assures a quick and positive response, close constructive relationships with clients and full involvement of partners in the handling of cases.

Areas of practice: The firm is specialised in banking and corporate finance, project finance, acquisition finance, infrastructure projects, construction, restructuring and insolvency, corporate and commercial, mergers and acquisitions, venture capital and start-ups, financial technology, projects and energy (mining, oil and gas and renewable energy), real estate/property/hotel, capital markets, corporate governance, commercial litigation, alternative dispute resolution and private client.

Department Name Email Telephone
Banking and finance
Project finance
Acquisition finance
Infrastructure projects
Construction
Restructuring and insolvency
Corporate and commercial
Mergers and acquisitions
Venture capital and start-ups
Financial technology
Energy projects (mining, oil and gas and renewable energy)
Real estate/property/hotels
Capital market
Corporate governance
Commercial litigation
Alternative dispute resolution
Private client
Number of lawyers : 15
Bahasa Indonesia
English

Indonesia

Recently, the Indonesian government has issued Law Number 11 of 2020 on Job Creation (commonly known as “Omnibus Law”). The issuance of the Omnibus Law is one of the Indonesian government efforts to attract more Foreign Direct Investment and making it easier to do business in Indonesia.

Omnibus Law comprises 15 chapters and 186 articles, which includes the following scopes:

  1. Improvement of the investment ecosystem and business activities;
  2. Manpower;
  3. Protection and empowerment of cooperatives and Micro, Small and Medium Enterprises (MSME);
  4. Ease of doing business;
  5. Research and innovation support;
  6. Land procurement;
  7. Economic era;
  8. Central Government investment and acceleration of national strategic projects;
  9. Implementation of the government administration; and
  10. Sanctions.

Furthermore, in February 2021, the government has issued 49 (forty-nine) implementing regulations of the Omnibus law which consisting of 45 (forty-five) Government Regulations and 4 (four) Presidential Regulations. The following are a number of new regulations related to foreign direct investment in Indonesia, amongst others:

  • Government Regulation Number 5 of 2021 on Implementation of Risk-Based Business Licensing (“Reg 5/2021”);
  • Government Regulation Number 6 of 2021 on Implementation of Business Licensing in Regions (“Reg 6/2021”);
  • Government Regulation Number 8 of 2021 on Authorised Capital of Companies and Registration of Establishment, Amendment and Disbursement of Companies that Meet the Criteria for Micro and Small Business (“Reg 8/2021”); and
  • Presidential Regulation Number 10 of 2021 on Investment Business Fields (“Reg 10/2021”).

As we can see, the Indonesian government intends to improve the ease of doing business in Indonesia by making significant changes in the investment environment, amongst others, by shifting the investment list from the negative investment list into the positive investment list and provides more relaxation in the foreign investment restrictions, providing incentives to certain business fields, introducing a new concept of the risk-based licensing system, and simplifying the process of doing business in Indonesia. The Indonesian government hopes that more investment will come to Indonesia, and it will kickstart Indonesia’s economic recovery due to the Covid-19 pandemic.

Due to the wide scope of Omnibus Law and its implementing regulations, this article will only focus on practical matters in doing business in Indonesia, especially after the major changes of Omnibus Law and its implementing regulations.

Investing in Indonesia

Here are some main issues on investing in Indonesia:

1. Business Vehicles/Legal Entity

In order to invest in Indonesia, the investor should know what the required business vehicle is to invest under the prevailing law. According to Law Number 25 of 2007 on Capital Investment as amended by the Omnibus Law (“Investment Law”), unless specified otherwise, any foreign investment must be in the form of a limited liability company established under Indonesian Law and domiciled in Indonesia (“PT PMA”). Therefore, there are two alternatives for foreign investment, whether foreign investors establish a new PT PMA or acquire an existing company in Indonesia. We will discuss the procedure of setting up a company in Indonesia below.

2. Investment List: whether the proposed business fields open for foreign investment?

On 2 February 2021, the Indonesian government has issued a new investment list called “Positive Investment List” under Reg 10/2021. In principle, the investment list stipulates the parameters or requirements to invest in various business fields or sectors in Indonesia. Positive Investment List is a revised version of the Negative Investment List as stipulated in Presidential Regulation Number 44 of 2016 on Lists of Business Fields that are Closed to Investment and Business Fields that are Conditionally Open for Investment (“Reg 44/2016”).

In principle, the basic concept of these two regulations is still the same. Meanwhile, the differences are as follows:

Negative List 2016
(Reg 44/2016)
Positive Investment List
(Reg 10/2021)
List of Business Fields that are Closed to Investment: 20 Business fields List of Priority Business Fields: 245 business fields
List of Business Fields that are Conditionally Open, Reserved or for Partnership with Micro, Small and Medium Business and Cooperatives: 145 Business fields List of Business Fields that are Allocated or for Partnership with Micro, Small and Medium Business and Cooperatives: 89 business fields
Business Fields that are Open under Specific Conditions: 350 Business fields Business Fields that are Open under Specific Conditions: 46 Business fields

It can be seen that Reg 44/2016 stipulates business fields that are closed and/or opened under specific conditions (i.e., subject to foreign ownership limitation). Meanwhile, all business fields/sectors are expressly stated to be opened for investment in Reg 10/2021, whether it is fully open for the foreign investors or subject to foreign ownership limitation, except for the business fields, classified as Closed Business Fields which will be discussed below.

In conclusion, the significant changes in the Positive Investment List under Reg 10/2021, amongst others, are as follows:

Relaxation in the foreign investment rules: Reg 10/2021 has reduced the number of business fields restricted to foreign investors:

  • Reg 44/2016: 350 business fields were conditionally open for investment (i.e., subject to foreign ownership limitation).
  • Reg 10/2021: only 46 business fields are conditionally open for investment (i.e., subject to foreign ownership limitation).

Priority business fields: the Indonesian government has grouped certain business fields into priority business fields, in which the government also offers fiscal and non-fiscal incentives for such priority business fields:

  • Fiscal incentives: in the form of tax holidays, tax allowances, free import duty on imports of machinery and goods for project construction.
  • Non-fiscal incentives: provided in the form of business license, work permits and supporting infrastructure.

The following are the closed business fields and opened business fields for investment as updated by Reg 10/2021:

a. Closed Business Fields for Investment

Under the Omnibus Law jo. Reg 10/2021, the following business fields are closed to both foreign and domestic investments:

1. Business fields that are closed to investment under the Investment Law:

  • cultivation and industry of category I narcotics;
  • gambling and/or casino activities;
  • capture of fish species listed under Appendix I of Convention on International Trade in Endangered Species of Wild Fauna and Flora;
  • utilisation or taking of corals and utilisation or taking of reefs from nature which are used for building materials/lime/calcium, aquarium, and souvenirs, as well as live coral or recent death coral from nature;
  • chemical weapon manufacturing industry; and
  • chemical industry and ozone-depleting substance industry.

2. Business fields for activities that can only be carried out by the Central Government, i.e., activities that are of a service nature or within the framework of defence and security that are strategic in nature and cannot be carried out or cooperated with other parties.

b. Business Fields that are Open for Investment

Reg 10/2021 outlines certain business sectors available for investment, both foreign and domestic investors, as follows:

No. Classification Criteria Notes
1. Priority Business Fields
a. Business fields that are entitled to obtain Tax Allowance facility
e.g., pharmaceuticals materials industry, tin ore mining, battery industry, automotive industry, coal gasification, e-commerce application.
b. Business fields that are entitled to obtain Tax Holiday facility
e.g., metals refining, oil refining, manufacture of the motor vehicle, renewables.
c. Business fields that are entitled to obtain Investment Allowance
e.g., the wood furniture industry, coffee processing industry.
  • must be included as national strategic projects/program;
  • must be capital intensive;
  • must be labour intensive;
  • must utilise advanced technology;
  • must involve a pioneer industry (e.g. metals, oil refining, renewables);
  • must be export-oriented; and/or
  • must be oriented towards research and development and other innovative activities.
  • Open for domestic and foreign investors.

 

  • Investors who invest in the priority business fields will be entitled to receive fiscal incentives and/or non-fiscal incentives.
2. Business fields that are:

a. Allocated for Cooperatives and Micro, Small and Medium Enterprise (“MSMEs”)
e.g., Clinic General Medical, Residential Health Services.

b. Required local partnership with Cooperatives and MSMEs
e.g., building construction, clinic medical laboratories.

  • business activities that do not utilise technology or utilise simple technology;
  • business activities that have a specific process, labour intensive, and have a unique and hereditary cultural heritage; and/or
  • business activities capital does not exceed IDR 10 billion (approx. US$699,3491) (excluding the value of land and buildings).
  • business fields that many cooperatives and MSMEs work on; and/or
  • business fields that are encouraged to enter into the supply chain business.
3. Business fields under specified requirements:

a. reserved for domestic investors under specific requirements;

b. open for foreign investors under specific investment requirements;  e.g., marine transportation

c. Investment requirements with special approvals

No specific criteria for the business fields, as long as fulfilling the investment requirements under Reg 10/2021. The restrictions on foreign investment do not apply to:

  • any investment activities located in the special economic zones (SEZs);
  • any foreign investors who obtain special rights due to bilateral/multilateral agreement between Indonesia and the country of origin of such investor, unless the provision under this regulation is more favourable to the investor; or
  • any portfolio investment through the domestic capital market.

Please note that as of 2 March 2021, the Indonesian government has revoked alcohol drinks as one of the business fields open for foreign investment.

4. Business fields that are not included in the above categories No specific criteria. Open for all investors without restriction.

Despite most business fields are now fully opened for foreign investment, and only a few business fields are still subject to certain foreign ownership limitation, however, we still have to wait for any specific application of the new rules to determine the actual foreign ownership restrictions under the new regulations. Further consultation with the relevant authorities will also be required to ensure the implementation of the new investment list.

Please note that the new regulations will not apply to any investments approved before the promulgation date of Reg 10/2021. Nevertheless, the existing investors can take advantage of new foreign ownership limitation under the new Reg 10/2021 that is more favourable to the investors.

3. Minimum Investment Value

Despite the fact that Omnibus Law has removed the requirement of the minimum authorised capital of a company, Article 7 Reg 10/2021 stipulated that the foreign investors can only carry out business activities with an investment value of more than IDR 10 billion (approx. US$699,3492), excluding the value of land and buildings. Therefore, the minimum investment value required for PT PMA is above IDR 10 billion (approx. US$699,3493), excluding the value of land and buildings. However, this requirement does not apply to any foreign investors in the tech-business sector in SEZs that will be further discussed below.

4. Priorities Investment in Special Economic Zones

The Indonesian government intends to boost investment across Indonesia, especially investment in the Special Economic Zones (SEZs). Therefore, the Indonesian government offers leeway to the investment in SEZs. For example, investments in SEZs are not subject to the foreign ownership limitations under Reg 10/2021 and special conditions that applied to a particular business sector. Currently, there are 15 (fifteen) operating Special Economic Zones across Indonesia. The upcoming 4 (four) SEZs are still in the development phase. Visit https://kek.go.id/peta-sebaran-kek for more details on the information and locations of SEZs.

The Indonesia government also aims to focus on the technology sector. As we know, the growth of Indonesia’s digital internet ecosystem has exploded during the past years. Start-up companies have also been growing significantly. Thus, in order to stimulate the technology development in SEZs area, the foreign investors in the tech start-ups business in SEZs are exempted from the minimum investment requirement of more than IDR 10 billion (approx. US$699,3494) applied to other types of foreign investments.

In addition, there are also certain incentives for foreign investors who invest in the priority business fields located in SEZs area under Reg 10/2021, for instances, investors who propose to invest in the hotel industry in Toba District, North Sumatera, or invest in the golf course in Belitung District are entitled to receive Tax Allowance facility.

Procedures for Setting up a PT PMA in Indonesia

If the investors decide to set up a new PT PMA, please be informed that PT PMA is regulated by Law No. 40/2007 on Limited Liability Companies as amended by the Omnibus Law (“Company Law”). The following are the stages in setting up the company in accordance with Company Law and new implementing regulations of Omnibus Law:

  • Articles of Association: the founders or their proxies must sign a deed of establishment of the company containing articles of association (“AOA”) of the company before a notary public. It should be noted that the company’s business activities shall be in line with Central Statistics Body Regulation Number 20 of 2020 on Indonesia Business Fields Classification (“KBLI 2020”).
  • Registration to MOLHR: to obtain a legal entity status, the AOA shall be registered to the Ministry of Law and Human Rights (“MOLHR”). The notary will handle the registration process at the MOLHR.
  • Business Registration Number (NIB): after obtaining proof of registration from MOLHR, PT PMA must register with the Online Single Submission (“OSS”) system managed by the Capital Investment Coordinating Board (Badan Koordinasi Penanaman Modal). Furthermore, the OSS system will issue a NIB for the company. The NIB shall also apply as Company Registration Certificate (Tanda Daftar Perusahaan), Importer Identification Number (Angka Pengenal Impor) and custom access rights (hak akses kepabeanan).
  • Business License and Commercial/Operational License: before the issuance of Reg 5/2021, together with the issuance of NIB, OSS will also issue a business license for PT PMA depends on its business activities. Afterwards, the company shall fulfil its commitment under the business license to obtain the commercial/operational license and start commercial activities. However, the new Omnibus Law and Reg 5/2021 have introduced the new concept of the risk-based licensing system (which will be effective in June 2021), therefore, the business license of PT PMA will be determined by risk-based licensing system that will be discussed below.

The major changes to business licensing after Omnibus Law

Under Reg 5/2021, in order to start and doing business activities, the business actors shall fulfil the following:
a. Basic requirements for Licensing; and/or
b. Risk-Based Licensing System.

Furthermore, Article 5 Reg 5/2021 stipulates the basic requirements of business licensing cover the suitability of spatial layout activities, environmental approvals, approvals of the buildings (persetujuan bangunan gedung or known as building permit (Izin Mendirikan Bangunan)) and certificate of feasible function (sertifikat laik fungsi).

Moreover, the risk-based licensing system is a standard method to determine the type of business license required for the company in accordance with the risk level of its business activities, generally counted on the hazard level and the potential hazard value. Article 10 Reg 5/2021 has classified business licensing based on the risk level of the business activities as follows:

The risk-based licensing system is one of the crucial changes launched by Omnibus Law; it shifted the business licensing system in Indonesia from license-based to become risk-based. Starting from June 2021, the Indonesian government will implement the risk-based licensing system. Nevertheless, it is still unclear how fast these changes will be implanted in Indonesia’s OSS system.

In a nutshell, theoretically, the issuance of Omnibus Law and its implementing regulations is a breakthrough and will bring wider opportunities for Foreign Direct Investment, especially in business lines that previously closed for Foreign Direct Investment. However, due to the new regulations that have only recently been issued, it will be important to look at the other implementation regulations issued. In other words, it still needs to be proved whether these changes have answered and anticipate the needs of the business actors, especially foreign investors, who will expect the improvement of business licensing certainty in Indonesia. We are looking forward to navigating our clients through this new era of investing in Indonesia.

 

For more information, contact:

Zippora Siregar, Partner (zippora_siregar@sdlaw.co)
Stefy Yully Nataly, Senior Associate (stefy.nataly@sdlaw.co)

Disclaimer: The description and information herein are not intended to be a comprehensive review of all relevant laws and practices, or to cover all aspects of those referred to, or to be deemed as a legal advice. Please contact us if you seek some advice to specific legal issues or any transactions matters.

Footnotes

1. BI rate as of 4 March 2021, 1 US$ = IDR 14,299
2. BI rate as of 4 March 2021, 1 US$ = IDR 14,299
3. BI rate as of 4 March 2021, 1 US$ = IDR 14,299
4. BI rate as of 4 March 2021, 1 US$ = IDR 14,299

Zippora BML Siregar, Managing Partner

Siregar & Djojonegoro (www.sdlaw.co) was established in early year 2013 by Zippora BML Siregar and Cindy Djojonegoro. S&D has been established to take up the demands of new challenges in the dynamic business changes of the ever growing Indonesian economy and to cope with the demand for enhancing the value and quality of legal services in Indonesia.

Zippora is a law graduate of the University of Indonesia’s prestigious law school, achieving her Legal Law Bachelor’s (SH) in 1996. She went on to complete her Master’s of Law in 2004. Zippora began her career at one of Indonesia’s largest and prestigious law firm Lubis Ganie Surowidjojo in 1996.

After gaining nine years of invaluable experience at Lubis Ganie Surowidjojo, she joined prestigious law firm of Melli Darsa & Co., for which two years later she became the Partner in 2007. Zippora is becoming member of the Indonesian Bar Association, Association of Capital Markets Legal Consultant, Woman Law Network, Fellow (FSiarb) of the Singapore Institute of Arbitrators (SIArb) and Member (MCIArb) of the Chartered Institute of Arbitrators (CIArb).

Cindy is a law graduate of the University of Indonesia’s prestigious law school, achieving her Indonesian Legal Law Bachelor’s (SH) in 1994. Thereafter she studied at the Stanford Law School and received the Juris Science Master’s (JSM) in 1997. She has extensively gained the experiences as lawyer at Lubis Ganie Surowidjojo. Cindy is becoming member of the Indonesian Bar Association, member of The Indonesian Angel Investment Network (ANGIN) and also mentor at Endeavor Indonesia.

The firm is strongly specialized in banking & corporate finance, project finance, acquisition finance, infrastructure project, restructuring & insolvency, merger & acquisition, venture capital & startup and technology based business.

What do you see as the main points that differentiate siregar & djojonegoro from your competitors?

  • The understanding of the legal aspects, together with the knowledge of the commercial and business environment also the understanding of our client’s background and issues are our key strengths in delivering our legal services.
  • The experience, track record and personality of the founders enable S&D to provide high quality communications to its clients, proven negotiating skills and the ability to interpret the client’s concern to achieve smooth transaction processes in accordance with the established goals.
  • Quick and positive response, close constructive relationship with clients and full involvement of the partners in handling the case also becoming our points. As   a boutique firm, the partners directly engage, monitor and control the quality of the legal works provided to the clients.

Which practices do you see growing in the next 12 months? What are the drivers behind that?

Infrastructure will still become a practice that grows in the next 12 months. This is in line with the government’s goal to accelerate the development of infrastructure in Indonesia. Startup, technology based business and venture capital are other key sectors that will grow in the next 12 months. These key sectors are growing due to the modern trends in the development of business model in which the cost cutting, agility, and quick access become the key elements.

What’s the main change you’ve made in the firm that will benefit clients?

Focusing on quality and efficiency in delivering the legal services. This will be reflected in the proper allocation team of lawyers involved (it varies depends on the complexity and specialization of the case, but in any case there will a senior level to handle as team leader), efficient working hours spent on a case and competitive fees charged to the clients. As a boutique firm, the partners are able to directly monitor the work progress to make sure that the lawyers are precise and efficient in doing the legal works so at the end the clients will be happy with prompt delivery of legal products, comprehensive and useful legal products and the competitive fees incurred.

Is technology changing the way you interact with your clients, and the services you can provide them?

Absolutely. Technology helps to create an effective and smooth communication with the clients. Technology further supports S&D to deliver a quick and positive response to the clients so that they are able to obtain quick update on issues and make prompt decisions accordingly. In interacting with the clients, we always use the method of communication and interaction that the clients prefer, such as video conference or any other technology based media communication. Internally, we too adapt technology as a mean for the lawyers to work efficiently through group chat for example.

Can you give us a practical example of how you have helped a client to add value to their business?

It varies, depending on the need and circumstances of the clients. In some instances, we assist our clients in connecting them with the right business people, government officials and/or foreign lawyers/consultants who will help them to close any issue or even sometimes conclude a deal quicker.

Are clients looking for stability and strategic direction from their law firms – where do you see the firm in three years’ time?

Yes, we view that stability and strategic direction of the firm are necessary for attracting new clients and maintaining the existing clients. Within 3 years, S&D aims to grow together with our clients and our lawyers, and including an inorganic growth plan.