A PT PMA does not close by being ignored. This is the single most expensive misunderstanding in the post-incorporation life of a foreign-owned company in Indonesia, because the assumption behind it is reasonable and the consequence of it is not. The business did not work, the founders went home, the bank account emptied, nobody filed anything again. The company is still there, it is still a legal entity, and its obligations have been running the entire time.
A dormant company is still a company
Indonesian law has no concept of a company quietly lapsing. A PT remains legally in existence until it is formally dissolved, and the fact that it has no revenue, no staff and no activity changes none of its reporting duties.
The quarterly LKPM is the clearest example. A dormant PT PMA is still required to file it, reporting that there was no activity and no investment realisation in the period. Filing nothing is not the same as filing nil, and the difference matters because the sanctions escalate: a written warning first, then suspension of licensing services including investment facilities, then revocation of the business licence if nothing is corrected.
The filings also gate the paperwork. No deed amendment can be processed and no shareholders resolution can be given effect while the annual corporate income tax return and the annual RUPS remain unfiled. Since dissolution begins with a shareholders resolution, a company that let those slide cannot start closing at all until it has caught up, which is the same blockage we wrote about when the annual meeting you skipped stops your AHU access.
What closing actually involves
Dissolution under the Company Law is a sequence, and each step has a form and a deadline attached to it.
| Step | What happens |
|---|---|
| Shareholder resolution | An RUPS resolves to dissolve the company, meeting the quorum and voting requirements in the articles and in the Company Law |
| Liquidator appointed | The RUPS appoints a liquidator within 30 days. If it does not, the directors take that role themselves |
| Notification and announcement | Within 30 days of dissolution the liquidator notifies the Ministry of Law for the company register and announces the dissolution in a newspaper and the State Gazette |
| Creditor period | Creditors have at least 30 days from the announcement to submit claims |
| Liquidation | Assets are realised and liabilities settled, including to employees and third parties, with any balance distributed to shareholders |
| Accountability | The liquidator reports to the RUPS. The company keeps its legal status until liquidation is complete and that report is accepted |
That last row is the one people miss. Passing a resolution to dissolve does not end the company. It begins a process, and the legal entity survives until the process finishes properly, which is why a half-completed dissolution leaves you with all of the obligations and none of the business.
The tax side has its own gate
The company’s tax obligations have to be settled before anything can be deregistered, and that means returns filed for the periods where nothing happened as much as the periods where something did. Deregistration also brings a tax audit, and that audit is usually what decides how long the whole exercise runs, because the company has to be able to support what it filed across the years it was trading and the years it was not.
The deregistration itself now runs through Coretax. PER-7/PJ/2025 gives the head of the tax office authority to delete the NPWP of a company that has been dissolved or has completed liquidation. If the company was registered for VAT, that registration comes off as well.
The trap in OSS
The NIB is revoked through the company’s own OSS account, and this is where a dormant company discovers what its silence cost. OSS will not process the revocation while reporting obligations are outstanding.
The practical shape of that is uncomfortable. A company that stopped filing LKPM three years ago cannot simply close. It has to bring the reporting up to date first, filing the periods it skipped, and only then can the revocation proceed. The work of closing a company that was abandoned is therefore larger than the work of closing one that was maintained, and it grows with every quarter of silence.
How long it takes
The whole exercise, from the shareholder resolution through to the final deregistration, runs to roughly 8 to 10 months. Some of that is statutory and cannot be compressed, being the 30 day window to appoint a liquidator, the 30 day announcement deadline and the creditor claim period of at least 30 days. The rest is the tax audit and the sequence of deregistrations behind it, which move at the pace the authorities set rather than the one the shareholders would prefer.
Where a company has employees, their entitlements are settled as part of the liquidation rather than afterwards, and that is worth establishing early because it affects what the shareholders will actually receive at the end.
If you are thinking about it
Start by establishing what is actually outstanding, which usually means the LKPM history, the tax filings and the annual report position rather than the founders’ memory of what was done. That picture determines both how long the closing takes and what the tax audit will be looking at.
Then allow for the timeline honestly. Eight to ten months is a long stretch to hold a decision open, and the order of the steps matters, since doing them out of sequence adds months rather than saving them. The position is also cheaper to deal with now than after another year of accrued obligations, because nothing about it improves on its own.
Correct at the date of publication. Timelines depend on the company’s filing history and on what remains outstanding. Ask us to look at yours, or know more about ongoing compliance.