Best Corporate & Commercial Lawyers in Surabaya

About Corporate & Commercial Law in Surabaya, Indonesia

Corporate and commercial law in Surabaya, Indonesia, encompasses the rules, regulations, and legal practices that govern companies, business transactions, and commercial conduct. As the second-largest city in Indonesia and a major business hub in East Java, Surabaya is home to a wide array of local and multinational enterprises engaged in sectors such as shipping, manufacturing, trade, and services. The legal landscape here is shaped by both national laws such as the Indonesian Company Law and regional regulations specific to East Java, including local ordinances and policies to encourage investment and economic growth. Corporate and commercial law in Surabaya addresses company formation, business licensing, contracts, mergers and acquisitions, investment, employment, and dispute resolution for businesses operating in the city.

Why You May Need a Lawyer

Legal support is crucial for any business or individual involved in corporate and commercial activities in Surabaya. Here are some common scenarios where a corporate and commercial lawyer can help:

• Establishing a new business and navigating Indonesia's company registration procedures.
• Drafting, reviewing, and negotiating commercial contracts with suppliers, customers, or partners.
• Ensuring legal compliance with local and national regulations, such as licensing, permits, and employment laws.
• Handling mergers, acquisitions, joint ventures, and other corporate restructuring activities.
• Resolving business disputes, whether through negotiation, mediation, or litigation in local courts.
• Managing intellectual property matters, including trademarks and copyrights.
• Advising on tax, investment, foreign ownership, or repatriation of profits for foreign investors.
• Addressing administrative or regulatory actions from local government authorities.

Local Laws Overview

Corporate and commercial activities in Surabaya are primarily governed by Indonesian national law, with significant local influence:

• Company Establishment - Guided by the Indonesian Company Law (Law No. 40 of 2007), which outlines the procedures for forming a limited liability company (PT), including shareholder requirements, minimum capital, and documentation.
• Business Licensing and Permits - Businesses must secure licenses through the Online Single Submission (OSS) system managed by the central government, but may also require sector-specific permits from Surabaya’s local authorities.
• Foreign Investment - Foreign ownership is regulated by the Investment Coordinating Board (BKPM), and certain sectors may have specific limitations or requirements for foreign investors.
• Contracts and Commercial Transactions - Contracts must follow general principles set out in the Indonesian Civil Code and the Commercial Code, while also complying with local practices and business norms.
• Employment Law - Labor relations are governed by the Indonesian Labour Law, but there may be regional adjustments or union agreements relevant to businesses in Surabaya.
• Taxation - Businesses are subject to Indonesian tax law, and may need to comply with local tax regulations set by Surabaya’s tax authorities.

Familiarity with both national statutes and regional regulations is important for successful and compliant business operations in Surabaya.

Frequently Asked Questions

What is the process for establishing a company in Surabaya?

To establish a company, you need to select a business structure, prepare founding documents, obtain approval from the Ministry of Law and Human Rights, and register the business through the OSS system. Additional local permits from Surabaya city authorities may also be required depending on the business sector.

Are there restrictions on foreign ownership of businesses in Surabaya?

Yes, Indonesia’s Negative List outlines specific sectors that are either closed, open with conditions, or open to foreign investment. Approval for foreign investment comes from the BKPM, and local legal guidance is essential to ensure compliance in Surabaya.

What licenses does my business need before starting operations?

All businesses need a NIB (Business Identification Number) from the OSS system. Additional sector-specific licenses may be required, and certain activities may need approval from Surabaya’s regional offices or sectoral agencies.

What should I include in a commercial contract?

Key contract elements include clear identification of parties, rights and obligations, pricing and payment terms, dispute resolution mechanisms, and termination clauses. Contracts should follow Indonesian law and may be required in Indonesian language for them to be enforceable.

How are business disputes resolved in Surabaya?

Business disputes can be resolved through negotiation, mediation, or by filing a lawsuit in Surabaya’s District Court. Arbitration is also a popular method, especially for contracts with international parties.

What are my tax obligations as a business owner in Surabaya?

Business owners must register for tax identification, submit regular tax reports, and pay corporate income tax, VAT, and regional taxes. Failure to comply can result in significant penalties or even closure of business operations.

Are employment agreements mandatory for my staff?

Yes, Indonesian labor law requires clear employment agreements, especially for fixed-term or expat employees. Agreements should specify job roles, duration, compensation, and termination conditions.

Can my company acquire or merge with another business in Surabaya?

Yes, but mergers and acquisitions follow strict legal procedures involving shareholder meetings, notification to the Ministry of Law and Human Rights, and sometimes approval from the Business Competition Supervisory Commission (KPPU) depending on the deal’s scale.

What are the penalties for operating without proper licenses?

Penalties can include fines, business closure, seizure of assets, or imprisonment for responsible individuals. Regularizing business licenses is critical to avoid legal action by Surabaya authorities.

Where can I find official information about business regulations in Surabaya?

Official information can be accessed through the Surabaya City Government’s licensing office, the OSS website, the Ministry of Law and Human Rights, and Indonesia’s Investment Coordinating Board (BKPM).

Additional Resources

If you need further guidance or want to verify legal information, these resources can be helpful:

• Surabaya City Government - Licensing & Services Department: Provides guidance on local permits and business regulations.
• Ministry of Law and Human Rights: Oversees company registration and legal compliance.
• Indonesia Investment Coordinating Board (BKPM): Handles foreign investment approvals and guidance.
• Regional Office of the Directorate General of Taxes: Information about taxation and compliance for Surabaya businesses.
• Chamber of Commerce and Industry (KADIN) Surabaya: Offers business support, networking, and updates on local regulation changes.
• Indonesian Bar Association (PERADI): Directory of licensed lawyers practicing in Surabaya.

Next Steps

If you require legal assistance in corporate and commercial matters in Surabaya, consider the following steps:

• Assess your legal needs - identify specific issues such as company formation, licensing, contracts, or disputes.
• Gather all relevant documents, including current business permits, contracts, and correspondence with authorities.
• Contact a local corporate and commercial law specialist or law firm in Surabaya. Ensure they are registered with the Indonesian Bar Association.
• Schedule a consultation to discuss your situation and seek clear, actionable legal advice tailored to the local context.
• Implement the legal advice provided and maintain regular communication with your lawyer to navigate ongoing compliance, reporting, and any emerging concerns.

Prompt and informed legal support will help you avoid potential pitfalls, ensure legal compliance, and support the sustainable growth of your business in Surabaya.