Introduction
Recently, the Ministry of Investment (BKPM) officially issued a new regulation — No. 5 of 2025. This regulation provides clearer guidance on the capital requirements and conditions for establishing a Foreign Investment Limited Company (PT PMA).
Starting a company in Indonesia, especially with foreign investors, is now easier and more transparent thanks to the Risk-Based Online Licensing System (OSS-RBA).
However, this convenience still comes with strict regulations, particularly regarding capital, as the government aims to ensure that incoming foreign investments are truly productive, not just for formality.
Legal Basis
Government Regulation No. 28 of 2025 concerning the Implementation of Risk-Based Business Licensing.
Regulation of the Minister of Investment and Downstreaming/Investment Coordinating Board (BKPM) No. 5 of 2025 concerning Guidelines and Procedures for the Implementation of Risk-Based Business Licensing and Investment Facilities through the OSS system.
Definition of PT PMA
A PT PMA (Foreign Investment Limited Liability Company) is a legal entity in the form of a limited liability company in which part or all of its shares are owned by foreign parties — whether individual foreign citizens, foreign legal entities, or a combination of both with Indonesian citizens or local legal entities.
PT PMA is the mandatory legal structure for foreign investors who wish to operate a business in Indonesia. Through a PT PMA, investors obtain official permission to operate, own assets, and conduct business activities in sectors that are open to foreign investment, as listed in the Investment Priority List (DPI) regulated by the government.
Capital Requirements for Establishing a PT PMA
The regulations regarding capital requirements for establishing a PT PMA (Foreign Investment Limited Liability Company) are now clearer and more proportional, especially following the issuance of the Minister of Investment and Downstreaming/BKPM Regulation No. 5 of 2025. Below is a detailed explanation:
Minimum Investment Value
According to Government Regulation No. 28 of 2025, every business activity conducted by a PT PMA must have a total investment value exceeding IDR 10 billion, excluding land and buildings.
This investment value is calculated per KBLI code (5 digits) and per project location, ensuring that each business activity represents a scale appropriate for a large enterprise.
This provision aims to ensure that foreign investment contributes tangible economic benefits — such as job creation, technology transfer, and export growth.
Minimum Paid-Up Capital
Based on Ministerial Regulation No. 5 of 2025, the minimum paid-up and issued capital is set at IDR 2.5 billion.
This capital must be actually deposited into the company’s bank account and cannot merely be stated in the deed of establishment without realization.
The deposited capital also cannot be withdrawn for at least 12 months, except for operational needs, asset purchases, or business activities.
Relationship Between Capital and Investment Value
It is important to understand that paid-up capital differs from total investment value.
Paid-up capital refers to the actual funds injected into the company by shareholders, whereas investment value includes all capitalized expenditures, such as machinery, equipment, buildings, and working capital.
Therefore, even though the minimum paid-up capital is IDR 2.5 billion, the total investment must still exceed IDR 10 billion for the PT PMA to qualify as a large-scale enterprise.
Exceptions for Certain Sectors
In specific sectors — such as technology startups, Special Economic Zones (SEZs), or research and development (R&D)-based businesses — the government may grant adjustments to the minimum capital requirement.
However, such exceptions must be approved or determined by the Ministry of Investment/BKPM and must be supported by a clear justification.
Integration with the OSS-RBA System
The process of establishing and applying for PT PMA licenses is fully conducted through the Risk-Based Online Licensing System (OSS-RBA).
The OSS-RBA system automatically assesses business license eligibility based on risk level, investment value, and KBLI classification.
Investors are also required to submit periodic Investment Activity Reports (LKPM) to keep their licenses active and avoid administrative sanctions.
Clarification of the Large-Scale Business Category for PT PMA
Government Regulation No. 28/2025 emphasizes that PT PMA is designated only for large-scale business categories.
This means that foreign investors can no longer directly establish small or medium-sized enterprises (SMEs) in Indonesia.
The purpose of this policy is to ensure that local MSMEs (Micro, Small, and Medium Enterprises) continue to have room to compete in the domestic market, while foreign investors focus on large-scale operations and export-oriented activities.
Business Sector Restrictions and Investment Priority List
Not all business sectors are open to foreign investment. The Investment Priority List (DPI) in Government Regulation No. 28/2025 updates the list of sectors that are open, closed, or open with specific conditions.
Strategic sectors such as mining, energy, telecommunications, and defense still have restrictions on foreign share ownership.
Before establishing a PT PMA, it is essential to check whether your company’s KBLI code falls under a sector open to foreign investment. If there are ownership limits, make sure to structure the share composition in accordance with the maximum allowed percentage.
Conclusion
With the issuance of Government Regulation No. 28 of 2025 and Minister of Investment and Downstreaming/BKPM Regulation No. 5 of 2025, the government aims to create a more open, efficient, and integrated investment system.
For foreign investors, these new regulations provide both legal certainty and flexibility, as the minimum paid-up capital is now more realistic (IDR 2.5 billion), while still maintaining a long-term investment commitment (over IDR 10 billion).
In essence, establishing a PT PMA is not merely about meeting capital requirements — it is about demonstrating a genuine commitment to building a sustainable and impactful business in Indonesia.
Endang Setianto. "Ketentuan Modal Pendirian PT PMA Sesuai PerkaBKPM 5/2025". Jakarta, 12 November 2025, https://legalitas/ketentuan-modal-pendirian-pt-pma-sesuai-peraturan-5-2025. Diakses pada [14/11/2025].