30 May 2016
Nominee Shareholders Status by Indonesia Laws
Article 33 (1) of law No. 25 Year 2007 regarding the Capital Investment does not allow the real owners of a PT company (local & foreign company) using the other person to own their shares.
Automatically, nominee agreements will be revoked by law if any dispute. To avoid nominee situation, there are at least two alternative of conditions that should be arranged / restructured in order to be in line with the laws and regulations.
The first one, the owner give loan first to a person and the person use that fund of the loan to buy the shares. Then the shares should be treated as collateral of loan.
The other one, the foreigner or foreign company buys the shares from a local person after this person buy the shares of a company simultaneously. Local owner give the power of attorney to sell the shares.
In addition, to support all the above schemes, each party need to support by completed legal agreements not only covering the share transaction but also dividend, right to vote, etc.
Please bear in mind that legally the owner of the shares is the person that mentioned as shareholders at the article of Association, whatever the form of transactions.
Agung Tjahjady SH, CPA, MM, BKP
Registered Tax Consultant, Advocate
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