Best Investment & Business Structuring Lawyers in Surabaya

1. About Investment & Business Structuring Law in Surabaya, Indonesia

Investment and business structuring in Surabaya is governed by Indonesia's national framework, integrated through the OSS system and enforced by agencies such as BKPM and local PTSP offices. The aim is to streamline company formation, licensing, and ongoing compliance for both local and foreign investors. In practice, Surabaya-based businesses typically navigate PMA (foreign investment) and PMDN (domestic investment) routes, depending on ownership and sector.

Key concepts you will encounter include the distinction between PMA and PMDN, the role of the Limited Liability Company framework (Perseroan Terbatas), and the shift to a unified licensing approach under the Omnibus Law reforms. The implementation of online licensing and single-window processing reduces duplication of approvals, enabling faster startup and ongoing operations. Surabaya businesses regularly interact with the city’s official One-Stop Service for investment and business licensing (PTSP) in parallel with national OSS procedures.

Important recent trends include the 2020 Cipta Kerja reforms that liberalized many licensing steps and the 2018 Online Single Submission framework that centralized approvals. For investors, this means initial feasibility assessment, company formation, and subsequent licenses can often be pursued through a combination of OSS and local PTSP channels. References to these changes can be found in official Indonesian legal resources and government portals.

"The Omnibus Law and OSS reforms are designed to simplify investment licensing and business permits across Indonesia." - source: official government materials. peraturan.go.id

"The Online Single Submission system integrates licensing for business activities, allowing applicants to obtain NIB and related permits in a single process." - referenced in OSS program materials. oss.go.id

2. Why You May Need a Lawyer

Engaging a lawyer who specializes in investment and business structuring in Surabaya can prevent costly missteps and delays. Below are concrete, real-world scenarios where legal guidance is essential.

• A foreign investor wants to establish a PMA in Surabaya and must determine the correct corporate structure, capital requirements, and sector eligibility under the Cipta Kerja framework. A lawyer can map the business plan to the appropriate license sequence via OSS and BKPM.
• A Surabaya manufacturing company plans a major share transfer or board restructure that requires a notarial deed, approval from the Ministry of Law and Human Rights, and updated BKPM records. An attorney coordinates filings and ensures compliance with all relevant statutes.
• The company needs to secure land access for a distribution center or warehouse in Surabaya. Indonesian land ownership for foreigners is restricted, so counsel guides you through permissible arrangements such as lease rights or land use rights (HP/HGB) and ensures alignment with local zoning and environmental rules.
• A Surabaya importer or distributor seeks to obtain or renew an import-related license and align with OSS and customs requirements. A lawyer helps navigate regulatory changes and ensures proper registration and compliance with Indonesian trade laws.
• A local business contemplates workforce adjustments or expansion that implicates employment law, outsourcing, or industrial relations rules. Legal counsel helps draft compliant contracts and handles necessary notifications to authorities and unions if applicable.
• Disputes with suppliers or customers arise and require effective enforcement options. A lawyer can advise on jurisdiction, contract interpretation, and preferred dispute resolution channels such as local courts or international arbitration.

3. Local Laws Overview

The following laws and regulations shape Investment & Business Structuring in Surabaya. They are national in scope but are actively implemented and applied in Surabaya’s business environment.

• UU No. 11 Tahun 2020 tentang Cipta Kerja (Omnibus Law on Job Creation) - effective 2 November 2020. This law streamlines licensing, expands sectors eligible for investment, and redefines processes for foreign and domestic investment across many business activities. It also guides integration with OSS for licensing and permits.
• UU No. 40 Tahun 2007 tentang Perseroan Terbatas (Limited Liability Company) - applies to the corporate form used by most Surabaya businesses, including share structure, governance, and corporate actions such as changes in directors and commissioners. The law continues to govern the mechanics of PMA and PMDN through subsequent amendments and implementing regulations.
• Government Regulation No. 24 Tahun 2018 tentang Pelayanan Perizinan Berusaha Secara Elektronik dan Sistem OSS (Online Single Submission) - established a centralized licensing framework to issue business licenses and registrations online. It remains a cornerstone for the issuance of NIB and related permits via OSS, often in tandem with local PTSP services in Surabaya.

In Surabaya, local administration complements national rules through the city’s PTSP and the provincial/regency authorities. As licensing is increasingly performed online, investors should expect a two-track path: OSS for national-level approvals and Surabaya PTSP for city-level registrations and permits. For reference, official Indonesian sources provide the text and updates of these laws and regulations.

"Cipta Kerja consolidates licensing and reduces regulatory friction across Indonesia, including in Surabaya." - official text summary. peraturan.go.id

"OSS provides a unified entry point for business licensing and registration, integrating with local PTSP processes." - OSS program materials. oss.go.id

4. Frequently Asked Questions

What is the difference between PMA and PMDN in Surabaya?

PMA allows foreign ownership and foreign control, while PMDN is limited to Indonesian ownership. The PMA route requires more stringent regulatory approvals under the Cipta Kerja and OSS framework. Local and national authorities will assess sector eligibility and capitalization requirements as part of licensing.

How do I obtain an investment license through OSS in Surabaya?

Begin by registering your business intent in OSS and selecting the correct business line. Complete corporate documentation, such as the Articles of Association and Notary deed, then submit to BKPM and the Surabaya PTSP in parallel. The platform issues a NIB attachment and associated permits once approvals are granted.

When did Indonesia reform investment licensing under Cipta Kerja take effect?

The reforms took effect in November 2020, modernizing licensing and expanding eligible sectors. Since then, most licensing steps are designed to be completed online through OSS and integrated with local services.

Where can I apply for business licenses in Surabaya?

Applications flow through the OSS portal for national approvals and through the Surabaya City PTSP for local permits. You may also coordinate with the DPMPTSP Kota Surabaya for location-specific requirements.

Why should I hire a Surabaya-based lawyer for corporate structuring?

A local lawyer understands municipality-specific PTSP practices, local zoning and land-use considerations, and how Surabaya authorities implement national rules. They can align documentation with the latest OSS and BKPM requirements to avoid delays.

Can foreigners own land in Surabaya through a PMA?

Direct foreign ownership of land is not permitted. Foreign investors typically secure land use rights or lease arrangements, often via a PMA with appropriate safeguards and local counsel to ensure regulatory compliance.

Should I hire a notary for corporate changes in Surabaya?

Yes. Indonesian corporate changes require a notary to execute amendments to the Articles of Association and to update the Ministry of Law and Human Rights records. A lawyer can coordinate with your notary to ensure filings are complete and timely.

Do I need to appoint an Indonesian local director or nominee in Surabaya?

Indonesian law generally requires at least one local director or commissioner for PMA structures, depending on the corporate type and sector. Your counsel can advise on best-practice governance and compliance with nationality-related requirements.

How long does the OSS licensing process take in Surabaya?

Processing times vary by sector and complexity, but many straightforward cases move from submission to approvals within 7 to 20 business days. Complex sector approvals or land-related permits may take longer and require additional consultations.

What is the difference between a business license and an investment license?

A business license authorizes specific activities to operate, while an investment license confirms eligibility and permission to invest under regulation. In practice, both are coordinated through OSS and local PTSP, with investment licenses often linked to tax and employment registrations.

How much does it cost to set up a PMA in Surabaya?

Costs include notary fees, legal entity formation, BKPM registration, OSS fees, and local PTSP charges. Total start-up costs typically range from a few thousand to tens of thousands USD, depending on sector, share structure, and required licenses.

Is there a local Surabaya regulation I should know for new ventures?

Surabaya follows national rules with city-level adaptations through PTSP. You should stay alert for updates from the Surabaya PTSP and DPMPTSP Kota Surabaya, as well as sector-specific municipal regulations that may affect licensing timelines or zoning compliance.

5. Additional Resources

Use the following official resources to verify rules and obtain official guidance for Investment & Business Structuring in Surabaya.

• BKPM (Badan Koordinasi Penanaman Modal) - Indonesia’s Investment Coordinating Board, which issues investment licenses, coordinates sector approvals, and provides guidance for PMA/PMDN. bkpm.go.id
• OSS (Online Single Submission) - Official platform for electronic licensing and registration, integrated with national and local authorities. oss.go.id
• Peraturan Go Id (Official Laws and Regulations) - Central repository for Indonesian laws including UU No 11/2020 on Cipta Kerja and UU No 40/2007 on Perseroan Terbatas. peraturan.go.id
• Directorate General of Taxes - Official tax authority for corporate tax, VAT, and related obligations. pajak.go.id

6. Next Steps

1. Define your business goals and determine whether PMA or PMDN fits your investment plan in Surabaya. This will guide the licensing path and shareholding structure.
2. Prepare a document checklist for OSS and local PTSP, including Articles of Association, Notary deed, and identity documents for all shareholders.
3. Engage a Surabaya-based attorney with experience in investment structuring, company law, and local licensing processes to tailor your plan and oversee filings.
4. Draft an initial corporate structure and a detailed regulatory timeline, mapping each step to OSS and PTSP milestones. Ensure alignment with the Cipta Kerja framework.
5. Submit your notice and documents through OSS, then coordinate with Surabaya PTSP for city-level permits and location approvals.
6. Monitor approvals and respond promptly to any requests for additional information from BKPM or local authorities to avoid delays.
7. Finalize all licenses, obtain the NIB, and establish ongoing compliance calendars for annual report filing, tax obligations, and employment regulations.