LEGALINK

DUE DILIGENCE CHECKLIST (SHORT FORM)

FOR INDONESIAN COMPANIES
(List of additions and variations applicable to Indonesia
on the basis of the due diligence checklist (short form) for English companies)
1.

CORPORATE STRUCTURE

Revised clauses
1.1

1.5

Copies of the following documents:

(a)

Deed of Establishment;

(b)

all amendments of the Companys Articles of Association (if any);

(c)

Notarial Deeds restating resolution re the change of (i) shareholding

composition, (ii) members of the Board of Directors and (iii) members of the
Board of Commissioners (if any); and

(d)

Approvals and Acknowledgment Letters, as the case may be, issued by the
Minister of Law and Human Rights with regard to (i) the Deed of Establishment,
(ii) the amendments of Articles of Association (if any), (iii) change of
shareholding composition (if any) and (iv) change of Board of Directors and
Board of Commissioners members (if any).

Details of members of the Companys Directors, Commissioners and, if any, Company

Secretary.

Additional clauses
1.8

Copies of State Gazette of the Companys Deed of Establishment or, if any,

amendments made to the Companys Articles of Association.

1.9

Copies of the Minutes of the (i) General Meeting of Shareholders, (ii) Board of
Directors meetings and (iii) Board of Commissioners meetings including those
resolutions adopted outside a meeting, since the date of establishment of the
Company (if any).

2.

SHARE CAPITAL

Additional clauses
2.7

The Companys share certificates issued to its shareholders, register of shareholders

and special register.

6.

ASSETS

Additional clauses
6.6

List of accounts receivables, prepared on an aged receivables basis (if any).

6.7

Details of all shares currently held by the Company in other companies as evidenced
by share certificates or registration of the Company into Shareholder Register of other
companies (if any).

9.

CONSENTS AND COMPLIANCE

Revised clauses
9.1

Details of, and copies of all documents relating to, all licences, consents, registrations,
approvals, permits and exemptions (whether public or private) (Consents) required or
obtained by the Company in connection with the operation of its business including,
among other things, the following:
(a)

Company Registration Certificate (Surat Tanda Daftar Perusahaan or TDP);

(b)

Domicile Certificate (Surat Keterangan Domisili or SKD);

(c)

In the case of a Foreign Investment Company:

(d)

9.5

(i)

Approval for Foreign Investment (or investment registration letter) from

Capital Investment Coordinating Board (Badan Koordinasi Penanaman
Modal or BKPM) (BKPM Approval);

(ii)

Amendments to BKPM Approval (if any);

(iii)

Principle License;

(iv)

Amendments to Principle License (if any); and

(v)

Business License.

Other Operational License depending on the type of business activities that the
Company engages in.

Details of, and copies of all documents relating to, any anti-corruption policies and
procedures that have been implemented by the Company to ensure compliance with
Law No. 31 Year 1999 as amended by Law No. 20 Year 2001 regarding Corruption
Eradication (if any).

11.

REAL ESTATE

Revised clauses
11.1

12.

A schedule of all freehold and leasehold properties owned, occupied, used or

controlled by the Company in relation to its business and all licences to occupy any
such properties (together with copies of the title deeds including (where relevant) all
leases, head leases, subleases and licences), including the following details or
documents in respect of each property:
(a)

short address and description of the property, including the title number
(where relevant);

(b)

area and site plan;

(c)

rights benefiting the property and third party rights to which the property is
subject;

(d)

current use and value;

(e)

copies of all documents evidencing and/or relating to the Companys ownership

of any property (e.g., notarial deed, agreement, certificates and situation
drawings) (if any);

(f)

copies of all documents evidencing the Companys rights over land (land title)
(e.g., land title certificate, notarial deed, agreement) (if any);

(g)

in the case of any leasehold property:

(i)

term and commencement date of any lease, including details of any

break dates;

(ii)

annual rent or fee payable;

(iii)

rent review dates (if relevant);

(iv)

evidence of all past rent reviews (if relevant); and

(v)

service charge accounts for the last three years (if relevant).

EMPLOYEES

Additional clauses
12.4

Copies of Workers Social Security (Jamsostek) program enrolment documents (if any).

12.5

Details of employees cooperative (if any).

12.6

Copies of confidentiality/non-competition agreements between the Company and the

employees (if any).

12.7

Copies of collective labour agreement (if any).

12.8

Copies of Company Regulations ratified by the Manpower Office (if any).

12.9

Copies of evidence of fulfilment of Mandatory Manpower Report (if any);

12.10 Copies of work permits and immigration documents (only in the case the Company
employs any expatriate), including:

13.

(a)

Expatriate Manpower Utilization Plan (Rencana Penggunaan Tenaga Kerja

Asing or RPTKA);

(b)

Limited Stay Visa (Visa Izin Tinggal Terbatas or VITAS);

(c)

Temporary Stay Permit Card (Kartu Izin Tinggal Terbatas or KITAS); and

(d)

Work Permit (Izin Mempkerjakan Tenaga Asing or IMTA).

PENSIONS

The UK version of this section is generally not applicable to Indonesia. Please see below for the
revised section.
13.1

Details of, and copies of all documents relating to the enrollment of Manpower Social
Security (Jaminan Sosial Tenaga Kerja or Jamsostek) program, particularly on Old
Age Security program.

13.2

Details of any non-compliance by the Company with Law No. 3 of 1992 regarding
Jamsostek and its implementing regulations (if any).

13.3

Details of any additional pension schemes that the Company has participated in other
than the Jamsostek (if any).

14.

TAXATION

Kindly note that, in Indonesia, due diligence exercise in respect of tax related matters is
normally handled by a Tax Consultant. Therefore, we have revised this section as per below.
14.1

Copies of tax registration documents such as (i) Tax Registration Letter (Surat
Keterangan Terdaftar or SKT), (ii) Tax Payer Registration Number (Nomor Pokok Wajib
Pajak or NPWP) and (iii) Taxable Entrepreneur Confirmation Letter (Surat Pengukuhan
Pengusaha Kena Pajak or SPPKP).