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Vichi Lestari

Admin  |  27 February 2017

How much capital is needed in order to incorporate a Company in Indonesia? This has been a question through and through again.

Company law regulates that minimum amount of paid-up capital is 25% out of the authorized capital and does not regulates further the minimum number, however to obtain a business license such as SIUP (Surat Izin Usaha Perdagangan) – we required to have at least more than IDR 50,000,000 so that our SIUP is classified as small SIUP. Lower amount will be classified as micro and no SIUP is issued.

Getting into capital structure many people confused with the name of authorized capital (modal dasar), subscribed and paid-up capital (modal ditempatkan dan disetor), question like must we inject gradually or simultaneously until the authorized capital is reached? To answer the question, firstly one need to understand the term and meaning to each of this.

Authorized capital in Indonesia commonly referred to as the maximum number of shares issuable in one company- meaning is that such number of shares and nominal amount (par value) when multiplied must be in the equal number to the authorized capital, and there is no regulation forcing a shareholder to pay until the authorized capital is reached. A Company cannot force its shareholder to but its newly issued shares. Please bear in mind that the Company once established, it is like a separate persona- and they cannot force the shareholder to inject more funds if the shareholder refused it. E.g:

Authorized Capital   : IDR 100,000,000,-
Divided into            : 100 shares
Nominal of shares   : IDR 1,000,000,-

So the maximum number of shares issued here is 100 (unless it is arranged into different shares classification with different nominal)

Next is the subscribed and paid-up capital- the subscribed capital is referring to the allocated capital which translated into a number of shares issued by the Company which to be taken by the shareholder. Paid-up capital refers to the amount of money injected to the company for the issued shares. Generally in Indonesia we have the same amount for subscribed and paid-up capital. However, the shareholder may also inject more than the subscribed capital- then we can refer this into agio shares. Agio shares – refers to the excess of paid-up capital/injected capital by a shareholder.


Issued Shares           : 25 shares
Nominal of shares   : IDR 1,000,000,-
Subscribed Capital   : IDR 25,000,000,-
Paid-up Capital        : minimum IDR 25,000,000,-

If any shareholder decide to provide more than IDR 25,000,000,- than the excess shall be referred to as AGIO.

The shareholder’s obligation is to pay only up to the amount of the subscribed capital unless the shareholder is borrowing an amount of money from the Company of course.

Now will the shareholder get the returns higher if they transfer the agio shares to the company? – this will be my next discussion.