How to Dissolve a Company in Indonesia? 如何在印度尼西亞解散公司

As explained above, dissolution requires a resolution from the General Meeting of Shareholders. In order to do so, Article 79 (2), Article 82 and Article 144 (1) of Company Law provides that the Board of Directors, Board of Commissioners or 1 (one) or more shareholder of the Company who representing at least 1/10 (one-tenth) from the total number of shares with voting right may submit a request concerning dissolution and the appointment of liquidator(s) to General Meeting of Shareholders of the Company.

The General Meeting of Shareholders, in such agenda, is valid if it is attended by shareholders who representing at least ¾ (three-quarters) of shares with valid voting rights. In this vein, resolution of General Meeting of Shareholders is validly adopted if such resolution is approved by at least ¾ (three-quarters) of the total votes legally cast at the General Meeting of Shareholders. This is clearly enshrined by Article 89 (1) of Company Law.

Pursuant to Article 144 (3) of Company Law, dissolution process starts and effective since the date mentioned on the General Meeting of Shareholders’ resolution or if such resolution does not expressly stated the date of dissolution process, the dissolution process is effective as of the date of the General Meeting of Shareholders’ resolution.

Dissolution shall be followed by liquidation process which is conducted by one or more liquidator(s). This is provided by Article 142 (2) point (a) of Company Law. If the General Meeting of Shareholders does not appoint a liquidator, therefore in accordance with Article 142 (3) of Company Law, the Board of Directors of the Company shall act as liquidator.

Pursuant to Article 147 (1) of the Company Law, the liquidator within 30 (thirty) days since the effective date of the dissolution shall notify:

1) All creditors concerning the dissolution by means of announcement of dissolution in a newspaper and State Gazette of the Republic of Indonesia; and
2) the dissolution of the Company to Minister of Law and Human Rights (“MOLHR”) to be recorded in the Company Registry that the Company is in liquidation.

The announcement as provided above must at least contain:

1) the reason and legal basis of dissolution;
2) the liquidator’s name and address;
3) the procedure for the submission of claims; and
4) the period for submission of claims.

Article 147 (3) of Company Law provides that all creditors may submit their claims within a period of 60 (sixty) days calculated since the date of announcement.

Based on Article 149 (1) of Company Law, the obligation of the liquidator in settling the assets of the Company in liquidation process shall be as follows:

1) recording and collecting the assets and debts of the Company;
2) announcement in a newspaper and State Gazette of the Republic of Indonesia with regard to the plan of distribution of assets resulting from the liquidation of the Company;
3) payment to all creditors;
4) payment of the remaining assets resulting from the liquidation to the shareholders;
5) other actions necessary in the settlement of assets of the Company.

The Company Law is silent in regards to the period of liquidation process as stated in Article 149 (1) of Company Law. However, Article 149 (3) of Company Law regulates that the period for creditors to submit an objection to the plan of distribution of assets is 60 (sixty) days from the announcement date.

The General Meeting of Shareholders concerning approval of liquidator’s duty shall be convened after all steps above is already conducted and completed by the liquidator. In this vein, if the General Meeting of Shareholders grants the liquidator an acquittal and discharge, then according to Article 152 of the Company Law, the liquidator must report to the MOLHR and announce the final outcome on the liquidation process in a newspaper at least 30 (thirty) days counting from the date of the General Meeting of Shareholders which approving the liquidator’s duty. Subsequently, MOLHR will register and delete the Company’s name from the Company Registry and will announce it in State Gazette of the Republic of Indonesia. The Company Law is silent concerning the period of such deletion and announcement process.