WORKSHOP KEBIJAKAN PENANAMAN MODAL TERKAIT

Transcription

Invest in remarkable indonesia
Invest in
indonesia Invest in remarkable indonesia
Invest in
Invest in
indonesia Invest in remarkable indonesia
Invest in
indonesia
remarkable indonesia
able indonesia Invest
invest in
Invest in
Implementation of the Presidential Regulation
on the negative list
( presidential regulation no. 39 of 2014 )
Indonesia Investment Coordinating Board
September 2014
The Investment Coordinating Board of the Republic of Indonesia
© 2014 by Indonesian Investment Coordinating Board. All rights reserved
Presidential Regulation No. 39 of 2014
The president 's regulations consists of :
• 12 articles, and
• 2 attachments :
1. List of business fields closed to investment
2. List of business fields open, with condition, to
investment :
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
Reserved for micro, small, medium enterprises and cooperatives
Partnership
Foreign capital ownership
Certain location
Special licenses
100% domestic capital
Foreign capital ownership and location
Special license and foreign capital ownership
100% domestic capital and special license
Foreign capital ownership and/or location requirements, for ASEAN investors
2
Implementation of Negative List
on Investment Licensing
•
•
•
•
New
Expansion
Merger
Acquisition
Negative
List
PRINCIPLE LICENSE
 Operational Licenses
 Regional Licenses
 Fiscal Incentives
Negative
List
BUSINESS LICENSE
COMMERCIAL
PRODUCTION/OPERATION
Negative
List
3
The Most Widely Implemented Articles
• Article 3 - negative list principle
• Article 5 - application of negative list for
public company
• Article 8 - obligation to comply with other
regulations
• Article 9 - grand father clause principle
4
article 3 : ……. business fields not listed in the attachment I and II,
are open for investment without conditions…
implementation of article 3:
• two parameters in the attachment of Negative List, that are business field and KBLI
(business field classification number)
• the presidential regulation stipulates which business fields are closed for investment
and which are open with the requirements
• the referenced parameter is the field of business
if the proposed business field is not listed in the negative list despite
the KBLI listed, BKPM can approved the proposal
5
article 3 : ……. business fields not listed in the attachment I and II, are
open for investment without conditions…
article 8 : ……the provision does not reduce the obligation to
comply with the terms and conditions of the ministry and
local government regulation….
Example :
• business field - five star hotel - is open without condition
• taking into account the saturation of the location in the district for hotel operations , the local
government closed the area for the hotel business activity
6
article 5 : …. the provision is not applicable for indirect
investment or portfolio, in which the transactions were being made
through domestic capital markets…..
Implementation of article 5 :
•
referred as indirect investment and portfolio in article 5 is public shares which the transactions carried out
in the domestic capital market
•
Law No.25/2007 on investment , stipulates that PMA is a company wholly owned by foreign parties or a
combination between foreign and domestic parties
• Public Company classified as a foreign direct investment (PMA)
company, if the share holders which listed in the company deed consist of
public shares and individual foreign shareholder and/or foreign entities
or PMA company
•
Public Company which classified as PMA company obliged to comply with the provisions of the negative
list
7
EXAMPLE
• PT. ABC Tbk (PMA), approval license in 2000, business field : restaurant,
shareholder structure in the company deed : public shares 40%, Mr. Yamazaki 20%
(Japanese) and Mr. Tono 40% (Indonesia)
• presidential regulation no. 39/2014, --- business field restaurant – open with condition max
foreign shareholder 51%
• If Mr. Tono sell his 40% share, and the share structure of the company become :
Alt I :
Mr. Yamazaki share 20%, public shares increase become 80% (public buy Mr.Tono share) –
BKPM can approve this composition, based on article 5 – the provision is not applicable for
public shares, as long as the foreign share is not more than 51%
Alt II :
Mr. Yamazaki 60% ( he buy Mr.Tono shares), public shares remain 40% ------BKPM will not approve this composition, because the foreign share is more than the max
share in the negative list regulation (51%)
8
article 9 : …. the provision does not apply to investments that have been
approved before the presidential regulation was stipulated, as stated in
the company license, unless such provision is more beneficial for the
investment ………………….
implementation of article 9 :
• Expansion –
grandfather clause applied if expansion will be done in the same business
field
• Merger – grandfather clause applied for surviving company
it means that the surviving company is possible to maintain the percentage of foreign share
• Acquisition – grandfather clause applied for company that being acquired
it means that the acquired company is possible to maintain the percentage of foreign share
9
Impact of Divesting Program :
Example:
• PT ABC (PMA) , business field trading (distributor) – approval license in
1998 - 100% foreign shareholder with obligation for divesting,
• in 2013 – PT. ABC conducting the divestment obligation, the current share
holder structure become Mr. Yamazaki (Japanese) 90% and Mr. Tono
(Indonesia) 10%
• presidential regulation no 39/2014, business field trading (distributor) max
foreign share holder 33%
• Alt I :
On september 2014 , Mr. Tono want to sell his 10% share,
Mr.Yamazaki or other foreign (individual/entities) or other PMA company,
is not possible to buy the share, since the max foreign share for distributor
only 33%,
• Alt II :
on september 2014 , Mr. Yamazaki want to sell his 90% share
other foreign (individual/entities) or other PMA company, possible to buy
all Mr. Yamazaki shares, since the max foreign share for PT ABC (grand
father clause) is 90%
10
Trading Business Activities

trading – scope activities are export, import and main
distributor (max foreign share for distributor activity 33% - KBLI
00000)
 the activity of distributor company is to distribute commodities / products in the country
through the non direct distribution channel,
 activities can be include with after-sales services and/or packaging products, but still
have to obtain license to conduct activities other than distributors
 KBLI 00000 means the provision of negative list regulation is applied to distribute all
types of commodities or products
 grandfather clause is possible to implement when a distributor company need to add
types of commodities

modern stores – supermarket, department store, hypermarket,
wholesale (requirement based on minimum trading area)

Multi Level Marketing (MLM) (max foreign share 95%)
11
Domestic Distribution Regulation
Overseas
Indonesia
importer
API-U
API-P
non direct distribution
direct distribution
distributor
MLM
manufacturing
modern stores
manufacturing
agent
retailer – end consumer
12
Domestic Distribution Regulation
Manufacture
Company
Manufacture
Company
Raw Material
Finish Product
Distributor
Agent
End
Customer
13
implementation of on-line system
2012 - Tracking system
2013
December
2014
June
2015
2016
2012 : applied on-line tracking system
2013 : mandatory on-line master list
2014 – 2015 :
• mandatory online for Principle License application (before establish company)
• existing companies are required to create a folder in the BKPM data base
the folder must be filled with all administration document of the company such as
company deed, BKPM and Ministry licences, Regional Government licenses etc and
should always be updated by the company
• gradually will be mandatory online application for other licenses
2016 : BKPM will only receive application for all types of license issued by BKPM
through online, no more face to face services in the front office area
14
THANK YOU
15
• INVESTOR RELATION UNIT
021 52921329 – 52921330
52921334 – 52921335
[email protected]
• Lestari Indah
• 0811 18 0632
• [email protected]
16

WORKSHOP KEBIJAKAN PENANAMAN MODAL TERKAIT

Transcription

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