Dissolution or Deactivation of PT – Many companies in Indonesia, both large and small, cease operations or go out of business. Companies have alternatives in dealing with such situations. They can choose to dissolve their PT or deactivate their PT. This all depends on your needs, future prospects, and the obligations you wish to resolve. 

Below, we will discuss Dissolution or Deactivation of PT. 

Deactivation or Dissolution PT

Dissolution PT is a permanent solution to completely close the company. It ends all legal obligations and manages assets through a liquidation process. 

Deactivation PT is a temporary solution where the PT ceases operations, but remains a legal entity that must fulfill obligations such as reporting and taxes. This gives you time to consider whether to continue the business, considering its future viability.

The Reasons for Dissolution PT

1. Based on a decision of the General Meeting of Shareholders (RUPS).
2. Based on a court ruling.
3. Because the term of existence as stipulated in the articles of association has expired.
4. The company’s bankruptcy estate is unable to pay bankruptcy costs.
5. The company’s bankruptcy estate is insolvent.
6. The company’s business license has been revoked, requiring the company to liquidate in accordance with statutory provisions.

The Reasons for Deactivation PT 

1. Avoiding losses.
2. Market changes.
3. The company is dormant.
4. Restructuring or reorganization

Differences Between Dissolution and Deactivation of PT

Dissolution PT

• Legal Status : Permanently terminated
• Tax Obligations : Terminated after all obligations are paid
• Process : Complex (involves liquidation and removal from the Ministry of Law and Human Rights)
• Purpose : Completely terminate the company
• Decision : The final decision of the GMS (RUPS) to terminate the company.

Deactivation PT

• Legal Status : Continues to exist, but is inactive
• Tax Obligations : Continues to exist (tax reports, etc.)
• Process : Simpler (only requires notification to the Tax Office)
• Purpose : Temporarily suspend operations, with the hope of resuming Activity
• Decision : The decision to temporarily cease operations and wait for the right time to resume operations.

Procedure for Dissolution of a PT

Based on Law Number 40 of 2007 concerning Limited Liability Companies, the following steps are included in the process:

1. GMS Resolution (RUPS)

Shareholders hold a GMS to approve the company’s dissolution and appoint a liquidator.

2. Notarial Deed Preparation

The GMS (RUPS) resolution is outlined in a notarial deed.

3. Announcement

The liquidator announces the company’s dissolution in a national newspaper twice to notify creditors.

4. Settlement of Liabilities

The liquidator disposes of all company assets to pay off debts to creditors and other obligations.

5. Revocation of Permits

After all obligations have been fulfilled, the liquidator submits an application to the Ministry of Law and Human Rights to revoke the legal entity status and revokes other permits.

6. Revocation of Taxpayer Identification Number (NPWP)

The process of revoking the NPWP is carried out at the Tax Service Office (KPP).

Procedure for Deactivation of a PT

1. GMS Decision (RUPS)

A General Meeting of Shareholders (GMS) to terminate the company’s activities.

2. Ineffective Taxpayer Identification Number (NPWP) PT

Submit an application for an ineffective NPWP to the Tax Service Office (KPP). Ensure the company has no tax arrears and meets other established requirements.

3. Ineffective License PT

The NIB and other OSS licenses can be deactivated if the company is no longer operating. By deactivating the permit, the company is no longer required to report.

4. Ineffective/Inactive BPJS Health and Employment

BPJS Health and Employment cannot be immediately ineffective/temporarily inactive when a company ceases operations, as membership is automatically deactivated upon termination of employment or employee resignation. If a company ceases operations, membership status will depend on the employee’s employment status.

Advice: When to Choose Dissolution or Deactivation PT

Dissolution PT

If you no longer intend to continue the business and want to close it permanently. 

Deactivation PT

If you are still considering continuing the business in the future, but it is currently inactive.

Conclusion

Understanding the process of dissolution and deactivation of a PT will greatly assist you in making the right steps and decisions based on your business circumstances and goals. If your company is closing permanently, dissolution is the right choice. If your company only needs to temporarily cease operations and plans to resume operations in the future, deactivation is a more suitable solution.

Need assistance with this?

If you need assistance with dissolution or deactivation of a PT, you can contact us directly by email at admin@indoservice.co.id or call/WhatsApp +62877-1449-8500.