Elimination of Public Notary’s Role and Functions in the Establishment of Individual Companies in Indonesia

In its effort to overcome investment barriers and provide ease of doing business for the investment climate in Indonesia, the Government of Indonesia passed Law Number 11 of 2020 on Job Creation which was later revoked by Law Number 6 of 2023 concerning Stipulation of Government Regulations in lieu of Law Number 2 of 2022 Concerning Job Creation to Become Law (“Job Creation Law”). One of the statutory provisions that was also amended by the Job Creation Law is Law Number 40 of 2007 on Limited Liability Companies (“Indonesian Company Law”). One of the changes made in the Indonesian Company Law as amended in the Job Creation Law is the introduction of single-person limited liability company that meet the criteria for micro and small businesses (“Individual Company”). Unlike the common limited liability companies which are established by at least 2 (two) founders, the Job Creation Law provides an exception for Individual Company which can be established by 1 (one) founder. Furthermore, the establishment of an Individual Company is also not required to be stated in a notarial deed, but simply by filling out a Statement of Establishment. It can be said that the purpose of this provision is to provide convenience for the founder of an Individual Company, in which the founder does not need to pay extra for making a deed of establishment before a notary. However, it should be understood that the role of the notary is very important, apart from making authentic deeds that have perfect evidentiary power, the notary also plays an important role in ensuring the legality of each document presented by the founder. This provision provides room for rampant criminal acts of fraud and/or counterfeiting. It is hoped that the Job Creation Law can become a legal basis for business actors, by providing ease of doing business and investment. However, if these provisions only prioritize convenience without heeding the principles of legality, supervision and legal certainty, then it might cause a negative impact in the future.