PT PMA capital explained: IDR 2.5 billion, the IDR 10 billion investment plan and E28A shares

Three separate rules are often compressed into the same IDR 10 billion figure. They apply to different questions and should be tested separately.

For years, I heard the same number from notaries, lawyers, visa agents and incorporation providers: IDR 10 billion. Yet each conversation seemed to use it for something different. Was it capital? Cash that had to sit in a bank? The value of the business? The cost of the villa? A requirement for every activity? Or the shares needed by every foreign shareholder?

Three different rules are often presented as the same IDR 10 billion requirement. They answer different questions:

• the general current PT PMA placed and paid-up-capital floor is IDR 2.5 billion, subject to the 25% rule and any higher sector-specific minimum expressly applicable to placed/paid-up capital;
• the OSS investment plan is generally strictly more than IDR 10 billion for each applicable business activity and project location;
• an E28A applicant separately needs evidence of at least IDR 10 billion in shares in the sponsoring company.

The regulation imposing the former general IDR 10 billion placed/paid-up-capital floor was repealed for the current general regime on 2 October 2025. Legacy deed or licence parameters may remain relevant in specified transitional cases. That history is why old and new answers continue to collide.

The distinction is easier to see in a villa project. Assume a PT PMA is being considered to hold the project rights, build and operate one lawful accommodation villa with a documented IDR 12 billion budget. The project budget, the company funding and the investor's shares still have to be tested separately.

That example does not assume that every land right, business classification or villa operating model is available. It simply shows why the three amounts cannot be treated as interchangeable.

First, stop calling all three amounts “capital”

These numbers can interact, but they are not substitutes.

An IDR 10.5bn project plan does not mean one person owns IDR 10.5bn of shares. An IDR 10bn shareholder loan is not shares. And IDR 2.5bn of paid-up capital does not, by itself, satisfy E28A.

One villa budget, three separate tests

Start with the IDR 12 billion development budget. It covers the project rights, design, construction, fit-out and opening costs for the proposed villa, subject to the categories that the current rules allow the company to count.

For the OSS investment plan, the relevant five-digit business classification, project location and admissible cost categories must together support planned investment strictly above IDR 10 billion. Land and buildings can be counted for defined property and accommodation activities under specific rules; they do not count automatically for every structure described as a villa project.

Now consider a first funding structure: IDR 2.5 billion in paid-up capital and IDR 9.5 billion as a shareholder loan. Subject to legal, banking and accounting review, those funds may finance company expenditure. The loan remains debt, however, so this structure does not document IDR 10 billion of shares for an E28A applicant.

Under a second structure, the company receives IDR 10 billion in shares and IDR 2 billion as a shareholder loan. That may address the current E28A shareholding threshold for one applicant if Immigration accepts the valuation and evidence. It does not by itself establish that the activity is licensed, the site right is valid or every project cost belongs in the OSS plan.

The villa has not changed between the two structures. What changes is the legal character of the money and the test it can satisfy: project expenditure, company capital or an individual investor's documented shares.

Rule 1: company capital is generally IDR 2.5 billion today

Since 2 October 2025, the general minimum placed and paid-up capital for a PT PMA is IDR 2.5bn per limited company, unless a sector expressly imposes a higher minimum on placed/paid-up capital. Other sector metrics must be tested separately.

Company law adds another rule: at least 25% of the company's authorised capital must be subscribed and fully paid.

The practical general placed/paid-up minimum is therefore the highest of:

1. IDR 2.5bn;
2. 25% of authorised capital; and
3. any higher sector-specific minimum expressly applicable to placed/paid-up capital.

A sector rule expressed as authorised capital, investment value or another metric must be tested on that separate metric; it cannot simply be dropped into this formula.

The three corporate terms

Authorised capital is not a bank balance. It is a statutory ceiling.

Examples:

An IDR 10bn authorised / IDR 2.5bn placed-and-paid structure was consistent under some pre-2021 rules and is again arithmetically consistent for a new company under the current general rule. It was not the general PT PMA structure from 2021 through 1 October 2025. Simply choosing a much larger authorised-capital number can also increase the amount that must be placed and paid.

“But the company can be registered without showing all that cash in the bank”

This procedural point causes enormous confusion.

The current corporate filing rules recognise different forms of valid capital evidence. Depending on the incorporation facts, Ministry of Law Regulation 49/2025 provides for bank evidence in the PT's name or a joint founders' account, or an original payment declaration signed by all directors together with all founders and commissioners. Government Regulation 8/2021 gives 60 days from the incorporation deed to transmit valid proof electronically.

That does not mean the capital can be fictional.

It means the incorporation filing, the bank evidence and the economic deployment of the company are not always shown to the founder in one simple screen at one moment. The shares must still be fully paid. The deed, shareholder register, declaration, bank trail and accounting records must tell the same story.

The safe way to say it is:

Not seeing an IDR 10 billion bank balance during online incorporation is not evidence that no capital or investment obligation exists. It is evidence that incorporation formalities, corporate capital and project funding are different processes.

That 60-day period is a deadline for filing proof, not an instalment plan or permission to invent paid-up capital.

The 12-month rule is not an instruction to leave the money idle

The 2025 investment regulation contains a 12-month self-declaration concerning placed/paid capital. It also expressly allows the money to be used for:

• buying company assets;
• constructing buildings; and
• company operations.

If the shareholders pay IDR 2.5bn in cash into the PT and the PT then buys a legitimate IDR 2bn company asset, the cash balance falls, but the capital does not disappear. Cash has become another asset on the company's balance sheet.

Article 27 and Annex I describe a 12-month commitment not to move the placed and paid-up capital out of the company account, with stated exceptions for company asset purchases, building construction and company operations.

There is an important drafting problem: Article 27(1) points to Article 26(6), not the capital paragraph in Article 26(10). Confirm the declaration currently displayed in OSS and the applicable BKPM treatment before relying on the exact scope for a withdrawal, capital reduction or unusual non-cash structure.

Rule 2: the OSS project plan is generally more than IDR 10 billion

The IDR 10bn figure did not disappear. It belongs primarily to a different test.

The general rule requires a PMA project to show planned total investment strictly greater than IDR 10bn, generally excluding land and buildings, for each:

five-digit KBLI × project location

Two details matter immediately:

• IDR 10bn exactly is not enough when the text says more than IDR 10bn;
• the rule is not generally one IDR 10bn plan for the entire company, regardless of activities and addresses.

If one company has two unrelated five-digit business activities in two locations, it may have several plan units. The same asset or invoice cannot be counted in full in every unit.

The regulation has sector exceptions

Wholesale, food and beverage services, construction, certain industrial production lines, public EV charging and activities in Special Economic Zones follow specific aggregation rules. For food and beverage services, the amount is grouped by the first two KBLI digits within one kabupaten/kota, excluding land and buildings. It is not recalculated for every outlet address; a different kabupaten/kota creates a different calculation unit.

For a property or accommodation project, the main exception concerns how assets and construction work are counted.

Does buying a villa count toward the IDR 10 billion plan?

Sometimes, but saying that the villa counts is too broad to be useful.

The current regulation includes land and buildings for:

• property development/operation, including development, sale and/or rental; and
• short- or long-term accommodation.

It then draws a specific property distinction:

• an entire building or integrated residential complex can use a test including land/buildings;
• property in the form of one or more units that do not constitute one whole building or one integrated residential complex faces a test excluding land/buildings.

Article 26(6) creates this split specifically for property development/operation. It must not automatically be applied to short- or long-term accommodation, which is addressed separately by Article 26(5).

The correct answer therefore depends on:

• the actual KBLI and activity;
• whether that activity is available to a PT PMA at the relevant scale;
• whether the project is accommodation, property operation, management or something else;
• which company owns or legally holds the asset/right;
• the project location and grouping;
• the contract, title/right and accounting treatment.

A villa owned personally by a shareholder does not become the PT's investment because the PT manages it. A manager cannot count the market value of client-owned villas. And a hotel or accommodation code cannot be selected merely because its investment calculation is more convenient.

An investment plan is a budget, not a single cash deposit

OSS asks how the project will use and finance its investment.

The plan can include, where applicable:

• land acquisition/preparation;
• buildings and infrastructure;
• machinery, equipment and spare parts;
• vehicles, office equipment, studies, surveys, permits and construction-period costs;
• one operating-cycle turnover of working capital.

The regulation recognises financing from:

• own capital;
• loans;
• reinvested profit; and

• share premium.

That gives us a simple example.

Example: IDR 10.6bn project, IDR 2.5bn share capital

• paid-up capital: IDR 2.5bn;
• shareholder or bank loan: IDR 8.1bn;
• planned qualifying project costs: IDR 10.6bn.

The company can potentially satisfy its general capital floor and finance a larger project. But:

• the IDR 8.1bn remains debt if documented as a loan;
• the transfer is not automatically realised investment;
• qualifying expenditure must occur and be supported;
• the shareholder still owns only the shares shown in the corporate records.

Related-party loans may create tax, transfer-pricing, interest-withholding, currency and documentation issues; review the terms before funds move. Turning a loan into equity later is also a corporate action, not a ledger relabelling: it requires a valid claim, RUPS approval, sufficient authorised-capital capacity, the applicable shareholder/pre-emption process, fully paid shares and the required deed/AHU filings.

The clean acquisition-money flow

The sequence below separates the relevant decision points:

shareholder → documented capital / share premium / loan → PT bank account → PT buys the asset or pays the project cost → asset or expense recorded by the PT → realisation reported in the correct LKPM

For a valid non-cash contribution, use a separate branch:

non-cash contribution → valuation and legal transfer → PT asset

At every arrow, ask: what is this payment legally?

• The company issues shares in exchange for a valid capital contribution.
• Share premium is equity paid above nominal share value.
• A shareholder loan creates debt.
• A company purchase creates an asset or expense for the company.
• LKPM reports qualifying project realisation.

Routing money through the company's bank account does not automatically turn it into share capital. Leaving cash in the account does not automatically turn it into realised investment. Paying a seller personally does not automatically give the PT ownership.

Rule 3: E28A requires IDR 10 billion in shares per applicant

Immigration asks a different question: how many shares does this person own in the sponsoring company?

The current official E28A page requires evidence of at least IDR 10bn in shares, or equivalent, in the sponsor registered with BKPM.

This is not:

• the value of the OSS project;
• the company's cash balance;
• the applicant's shareholder loan;
• the value of a villa owned by the applicant;
• the company's total capital divided informally among several applicants.

One applicant versus two

If A holds IDR 10bn in documented shares, A may meet the published shareholding figure, subject to the rest of the immigration file.

If A and B both want E28A, each needs to meet the personal test. One company-level IDR 10bn project cannot be reused as IDR 10bn of shares for A and IDR 10bn of shares for B.

The corporate capital structure may therefore need to be much larger than the general IDR 2.5bn minimum when visa strategy requires it.

What about share premium?

Suppose A subscribes IDR 2.5bn of nominal shares and pays another IDR 7.5bn as share premium. The company receives IDR 10bn of equity funding. Because the IDR 7.5bn is expressly share premium, A's nominal shareholding remains IDR 2.5bn; it can increase only through a separate valid capitalisation or new-share corporate action.

The public E28A page says shares. It does not clearly say that share premium can replace nominal/documented share ownership. Do not promise eligibility without written, application-specific immigration confirmation.

The same caution applies to buying existing shares from another shareholder: that can change ownership without putting new money into the company or project.

Plan, realisation and LKPM

The OSS plan is forward-looking. LKPM records what the company realises.

A PT PMA, as a large enterprise, generally reports quarterly for every activity and location:

The report covers investment realisation, labour, production/services, licensing obligations and constraints. It should reconcile with contracts, invoices, bank movements, the fixed-asset register, accounts and tax records.

Article 373 identifies three relevant triggers: no LKPM for two consecutive periods; no additional investment realisation in the four periods after the first LKPM; or no additional realisation during four consecutive preparation-stage periods. The sequence then comprises three successive warnings, temporary suspension, an administrative fine and, only if the later statutory conditions remain unmet, revocation of the relevant business activity licence. Regulation 5/2025 does not itself state one universal fine amount.

What if my old PT PMA already has IDR 10 billion of paid-up capital?

The new IDR 2.5bn minimum does not rewrite an existing deed.

Reducing paid-up capital is a formal corporate process involving a shareholder decision, creditor notice and objection period, ministerial approval, notarial/AHU filings, accounting and tax review. Existing licensing and transitional rules must also be checked.

The post-reduction structure must still satisfy the IDR 2.5bn general floor, 25% of authorised capital and any higher sector rule measured on placed/paid-up capital. For example, authorised capital of IDR 40bn produces a 25% result of IDR 10bn; reaching IDR 2.5bn paid-up would also require authorised capital of no more than IDR 10bn, plus all other approvals. Recheck every E28A applicant before reducing shares.

Do not simply withdraw IDR 7.5bn and call it “excess capital.” That can make the deed, shareholder rights, bank trail, balance sheet, OSS, LKPM and visa files contradict one another.

The one-page test before you fund the company

Ask your notary, OSS adviser, accountant and immigration adviser to complete one shared table:

If the advisers' answers cannot fit into one coherent table, the structure is not ready for the money.

Questions we get asked directly

Do I need to deposit IDR 10bn immediately to create a PT PMA? Not as a universal current paid-up-capital rule. The general current floor is IDR 2.5bn per PT PMA, subject to 25% of authorised capital and any higher sector minimum expressly measured on placed/paid-up capital. Other sector metrics, the project plan and E28A use separate tests.

Can the IDR 2.5bn be used? The investment regulation expressly lists company asset purchases, building construction and operations as permitted uses within its 12-month framework. Confirm the live OSS declaration because Article 27 contains an inconsistent internal reference.

Can a shareholder loan fund the project? Yes, loans are a recognised financing source. The loan remains debt, does not issue shares and does not by itself meet E28A.

Does the price of my villa count? Only if the company's actual activity, legal right, project location and applicable property/accommodation calculation support it. A personal or client-owned villa does not automatically count.

Can I use the same IDR 10bn for two KBLI codes? Not automatically. The general test is per five-digit KBLI and project location, with specific sector exceptions. Shared assets must be allocated without double counting.

If I put IDR 10bn into the company, do I qualify for E28A? Only if the amount is documented as at least IDR 10bn of shares held by that applicant and Immigration accepts the evidence. A loan, project budget or bank balance is not enough.

Why did my old adviser say the capital was IDR 10bn? Because that was the general rule under BKPM Regulation 4/2021. The regulation imposing that former general floor was repealed for the current general regime on 2 October 2025, while specified legacy deed or licence parameters may remain relevant under transitional rules.

sources checked: 15 July 2026

Sources: Investment Ministry/BKPM Regulation 5/2025, Articles 25 to 27, 37, 285 to 286, 373 to 376, 394 to 395 and 398 to 400; Government Regulation 8/2021, Articles 3 to 5; Company Law 40/2007, Articles 31, 33 to 35 and 41 to 47; Ministry of Law Regulation 49/2025; former BKPM Regulation 4/2021, Article 12; official Immigration E28A page; and official OSS preparation-stage and operational-stage LKPM guides. Checked 15 July 2026. This note provides general information, not Indonesian legal, tax, accounting, land, investment or immigration advice. Confirm the exact company, deed, activity, asset/right, address and live OSS/Immigration result before acting.