MINISTER OF FINANCE

OF THE REPUBLIC OF INDONESIA

COPY OF
REGULATION OF THE MINISTER OF FINANCE OF THE REPUBLIC OF
INDONESIA NUMBER 18/PMK.10/2012
CONCERNING
VENTURE CAPITAL COMPANY
BY THE GRACE OF GOD ALMIGHTY
THE MINISTER OF FINANCE OF THE REPUBLIC OF INDONESIA
Considering

In View of

: a. that in order to implement the provisions of Article 8

and Article 11 of Presidential Decree No. 9 of 2009 on
Financing Agency, should establish Regulation of the
Minister of Finance on Venture Capital Company;
: 1. Act Number 25 of 1992 concerning Cooperatives (State
Gazette of the Republic of Indonesia Year 1992 Number
116, Supplement to State Gazette of the Republic of
Indonesia Number 3502);
2. Act Number 40 Year 2007 concerning Limited Liability
Companies (State Gazette of the Republic of Indonesia
Year 2007 No. 106, Supplement to State Gazette of the
Republic of Indonesia Number 4756);
3. Act Number 20 Year 2008 concerning Micro, Small,
and Medium Enterprises (State Gazette of the Republic
of Indonesia Year 2008 Number 93, supplement to
State Gazette of the Republic of Indonesia Republic of
Indonesia Number 3274);
4. Presidential Decree No. 9 of 2009 concerning Financing
Agency;
5. Regulation
of
the
Minister
of
Finance
No.
30/PMK.010/2010 concerning Implementation of
Know Your Customer Principles for Non-Bank
Financial Institutions;
DECIDES:

To stipulate

: REGULATION
OF
THE
MINISTER
OF
FINANCE
CONCERNING THE VENTURE CAPITAL COMPANY.
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Regulation of the Minister of Finance:
1. Minister means the Minister of Finance of the Republic
of Indonesia.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-2-

2. Venture Capital Company, hereinafter abbreviated as

VCC shall be a business entity to do business of
financing / equity into a company that receives
financial assistance (investee Company) for a period of
time in shares of stock, equity through the purchase of
convertible bonds, and / or financing based on the
results of the business division.
3. Partner Corporate Enterprises (investee Company),
hereinafter referred to as PCE shall be a corporation of
the Micro, Small, and Medium Enterprise whose
receive financial assistance and / or inclusion of the
PMV.
4. Micro, Small and Medium Enterprises hereinafter
abbreviated as MSME shall be micro, small, and
medium enterprises as defined in the Law on the
micro, small, and medium enterprises.
5. PMV National Company shall be the Company with
entire ownership by citizens of Indonesia, Indonesias
state enterprises, Indonesian agencies, Government of
Republic of Indonesia, and / or local government of
Indonesia.
6. Joint Venture (Joint Venture) shall be a PMV with
partially holdings of foreign direct investment
enterprises and / or foreign institutions.
7. Divestment shall be the sale of PMV shares which shall
be at the concerned PPU.
8. Merger shall be a legal act performed by one (1) or more
PMV to merge with another existing PMV which results
shall be assets and liabilities of the merged PMV switch
n accordance with law to surviving PMV and
subsequently PMV legal status which joined shall be
terminated by law.
9. Consolidation shall be a legal act performed by 2 (two)
PMV or more to merge by establishing a 1 (one) new
PMV because the law concerning acquired assets and
liabilities of the merged PMV and the legal status of the
merged PMV terminated by law.
10. Takeover shall be a legal act performed by the legal or
natural person to take over the shares of PMV resulted
in the shift of PMV control over them.
11. Separation shall be a legal act performed by PMV to
separate the company resulted in all assets and
liabilities of PMV be legally transferred to the 2 (two) or
more PMV or some of its assets and PMV liability be
legally transferred to 1 (one) or more PMV.
12. Branch Office shall be a unit of a PMV which can
carries venture capital business and can organize

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-3-

administrative bookkeeping by itself, which in

conducting business shall be subject to all provisions
of to the corresponding PMV headquarters.
13. Days shall be Work Days.
14. Directors shall be directors for limited-liability
Company or managers for Cooperative Enterprises.
15. The Board of Commissioners shall be the board of
commissioners for a limited liability company or
Managers for the cooperative.
16. Examination shall be a series of activities to collect,
search, process, and evaluate data and information on
the PMVs activities.
17. Audit Bureau shall be employees Financing and
Guarantee Agency, Capital Market and Financial
Institution and / or other parties appointed by the
Head of Finance and Insurance Board of Supervisors
Capital Market and Financial Institutions Supervisory
Agency on behalf of Head of the Market Capital and
Financial Institutions.
18. Examination Assignment Letter shall be a letter issued
by the Head of Financing and Insurance Capital Market
Supervisory Agency and Agencies Finance on behalf of
the Chairman of the Capital Market Supervisory
Agency and Agencies Finance which shall be used by
the examiner as a basis for Examination.
19. Notice of Examination shall be a letter issued by the
Head Financing and Insurance Bureau of Capital
Market Supervisory Agency and Agencies Finance on
behalf of the Chairman of the Capital Market
Supervisory Agency and Agencies Finance submitted to
PMV to be checked.
20. Chairman shall be the Chairman of the Capital Market
Supervisory Agency and Financial Institution.
21. Bureau Chief shall be the Head of Financing and
Guarantee Agency, Capital Market and Financial
Institutions.
CHAPTER II
BUSINESS ACTIVITIES
Article 2
PMV business activities include:
a. Shares of stock (equity participation);
b. Investment through the purchase of convertible bonds
(quasi equity participation); and / or

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-4-

Financing based on division of business results (profit /

revenue sharing).
Article 3

PMV business activities referred to in Article 2 aims to:

a. Development of a new invention;
b. Development companies or SMEs which at its early
stages experiencing financial difficulties;
c. Help enterprises or
development stage;

SMEs

that

shall

be

in

the

d. Help enterprises or SMEs that shall be in businesss

decline stage;
e. Development of engineering and research projects;
f. Development of the use of new technologies and
technology transfer both from within and outside the
country, and / or
g. Help the transfer of ownership of the company.
Article 4
Investments referred to in Article 2 letter shall be a
mandatory to PMV in the form of capital directly to PPU of
limited-liability company for the certain period of time
referred to in this Regulation.
Article 5
1. Investments through the purchase of convertible bonds
referred to in Article 2 letter b shall be conducted by the
PMV in the form of bond purchases conversion issued
by PPU incorporated limited liability company.
2. Convertible bonds referred to in paragraph (1) may be
converted to equity (equity participation) on the due date
for a period of time referred to in this regulation.
3. Conversion to equity (equity participation) as referred to
in paragraph (2) shall be based on the agreement that
has been mutually agreed upon by PMV and PPU.
Article 6
1. Participation by PMV as referred to in Article 4 and
Article 5, paragraph (2) shall be transient with a
maximum period of 10 (ten) years.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-5-

2. After a period of 10 (ten) years as described in

paragraph (1) expire, PMV shall divestiture.
3. Divestment obligation referred to in paragraph (2)
excluded to PMV were conducted restructuring only on
the PPU with experiencing financial difficulties
4. In the case of PMV restructuring referred to in
Article 7 period referred to in
paragraph (3), divestment
Divestment
paragraph
as (2)
referred
may extended
to in Article
for 6a (2)
maximum
can be conducted
of 5 (five)
by:Public
years. offering through the stock market (initial public
a.
offering);
b

Sell back to the PPU (buy-back), or

Sell to other companies / new investors.

Article 8

1. Financing based on sharing the results of operations as

referred to Article 2 letter c carried by PMV to the PPU
conducted by methods:
a. Sharing the results of operations based on income
(profit sharing) that resulting from the excess of total
revenues with expenses spent
b Sharing the results of operations based on revenue
(revenue sharing).
2. The division of the results of operations as referred to in
paragraph (1) shall based on a certain percentage
agreed upon in advance and must be set forth in a
written agreement between the PMV and the PPU.
Article 9
1.

The operations referred to in Article 2 shall be done by

PMV to the PPU who shall be doing productive business

2. The productive business as referred to in paragraph (1)

shall conducted by PPU which produce goods and / or
services that can provide added value and increase the
income for the PPU.
Article 10
PMV business activities referred to in Article 2 may be
accompanied by provides training and mentoring to the
PPU in the field of administration, accounting,
management, and marketing, and other areas that support

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-6-

PMV operations.

CHAPTER III
ESTABLISHMENT, LICENSING, AND FINANCING
Part One
Incorporation and Business License
Article 11
1. PMV established as a legal entity:
a. Limited liability company, or
b. Co-operatives.
2. PMV which already have legal entity as a limited liability
company referred to in paragraph (1) letter a, shares
can be owned by:
a. Indonesian citizens;
b. Indonesia business entity or institution;
c. Foreign business entity or institution;
d. The Republic of Indonesia, and/or
e. Local Government.
3. PMV which legal entity in form of cooperative referred to
in paragraph (1) letter b, ownership shall be regulated
in accordance with laws concerning cooperative.
Article 12
1. Legal entity referred to in Article 11 paragraph (1) which
conducted business as a PMV must first obtain
business license from the Minister.
2. The business license issuance by the Minister referred
to in subsection (1) determined by the Chairman on
behalf of the Minister
Article 13
PMV as referred to in Article 12 paragraph (1) shall include,
in clear in the articles of association regarding the intent
and purpose of legal entities only to conduct its business as
described in Article 2.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-7-

Article 14
1. Application for a business license as referred to in
article 12 paragraph (1) shall be submitted by the Board
to the Minister cq Chairman using the attachment
number 1 which shall be an integral part of this
regulation.
2. Submission of application referred to in paragraph (1)
shall be accompanied with:
a. The deed of incorporation and / or amendments to
the most recently authorized and / or approved by
the competent authority, at least includes:
1. Name and domicile;
2. Business as PMV;
3. Capital;
4. Ownership, and
5. Authority, responsibilities, and tenure of Directors
and the Board of Commissioner.
b. Data of prospective candidates for the Board of
Commissioners and the Board of Directors include:
1. Photocopy of identification that may
identity cards (KTP) or a valid passport;

include

2. Curriculum vitae;
3. A statement which states that the Board of
Directors candidates and candidates Board of
Commissioners:
a.

Shall be not listed in the list of bad debts in the

banking sector;

b.

Has never been convicted of a criminal act, and

c.

have not been declared bankrupt or convicted

of a resulted in a company / firm declared
bankrupt by a judgment which has obtain
permanent legal force

4. Statement for prospective Directors stating that

the candidate Directors shall be not concurrent
positions as Directors of the other PMV and not
concurrently as the Board of Commissioners at 4

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-8-

(Four) or more other PMV;

5. candidate affidavit stating that:
a.

Candidates for the Board of Commissioners

shall be not taking office as Directors on the
other PMV and not concurrently as the Board
Commissioner on 4 (four) or more other PMV;

b.

Candidates has been referred to the Board of

Commissioners took office as Directors on the
other PMV and not concurrently as the Board
Commissioner of the 3 (three) or more on
another PMV.

6. Statement or written evidence of experience in the

field of PMV or other financial institutions for 2
(two) years for one of Directors.
c. Data shareholders or members, in terms of:
1. Individuals, documents that must be attached
shall be a document as referred to in letter b
number 1, letter b number 2, and letter b number
3 as well as a statement that the capital injection
was not derived from lending and money
laundering activities (money laundering);
2. Business entity or organization, documents that
must be attached shall be:
a. the deed of incorporation and / or amendment
to the last authorized and / or approved by the
competent authority for Indonesia business
entity or institution incorporated or documents
equivalent to the deed of incorporation and / or
changes articles of association in accordance
with the provisions of the country of origin for
business entity or a foreign institution that
shall be legal entities;
b. The deed of incorporation and /or amendments
to last authorized Indonesia business entity or
institution that shall be not a legal entity or
equivalent
document
to
the
deed
of
establishment and / or changes to the articles
of association in accordance with the provisions
in country of origin for the foreign entity that
shall be not have legal entity.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

-9-

c. The financial statement audited by a public

accountant
and
/or
recent
financial
statements, and
d. The documents referred to in paragraph (2)
letter b number 1, letter b number 2 and
number 3 for the letter b the board of Directors
of the Enterprises or institution;
d. Organizational structure that has risk management
function, the function as financial management,
service functions, and development function of PPU
information;
e. PMV systems and procedures;
f. Work plan (business plan) for 2 (two) years at least
contains:
1. Feasibility study on market opportunities and
economic potential;
2. PMV business plan and steps that the activities
will be in realization; and
3. Balance sheet, income statement, and cash flow
statements monthly for 12 (twelve) months
starting from the PMV conduct their business;
g. Copy of proof of payment of capital;
h. Operational readiness of evidence such as:
1. List of fixed assets and inventory;
2. Proof of ownership or control of an office building;
3. Example of the form, including the financing and
investment agreements that PMV will be used form
operations, and
4. Taxpayer Identification Number (TIN).
i. The joint venture agreement between a foreign party
and Indonesia for Joint Ventures, and
j. Guidelines for application of Know Your Customer
(P4MN).
Article 15
1. The Minister shall determine approval or denial of the
business license application within a maximum period

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 10 -

of 30 (thirty) days after the document application for a

license referred to in Article 14 be accepted in full.
2. Before the Minister establish a business license as
referred to in paragraph (1), Finance and Insurance
Bureau of Capital Market Supervisory Board and
Financial institutions do:
a. Studies document for the completeness and feasibility
analysis of the work plan;
b. Interviews with owners and / or prospective Directors
if required; and
c Verification directly
license if necessary.

to

the

applicant's

business

Article 16
1. PMV which has obtained a business license from the
Minister shall Conduct their business activities referred
to in Article 2 exceed 60 (sixty) days as from the license
set.
2. PMV must submit reports of business activities as
referred to in paragraph (1) to the Minister cq Chairman
up Bureau Chief of the maximum of 10 (ten) days from
the date of commencement of business activities.
3. The report of business activities referred to in
paragraph (2), submitted to the Minister cq Bureau
Chief using the Attachment number 2 format which
shall be an integral part of this regulation.
Article 17
In the implementation of activities referred to in Article 2,
PMV must implement the provisions concerning the
application of the principle of Know Your Customer for nonbank financial institutions.
Article 18
PMV must include PMV name clearly on the office building
of PMV.
Part Two
Capital
Article 19

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 11 -

1. PMV must fulfill the following capital:

a. National Company:
1. Cooperative, has a principal savings, mandatory
savings,
and
grants
not
less
than
Rp.5.000.000.000, 00 (five billion rupiah)
2. Limited liability company, has a paid up capital of
not less than Rp.10,000,000,000, 00 (ten billion
rupiah).
b. Joint Venture, has a paid up capital of not less than
Rp.30.000.000.000, 00 (thirty billion rupiah).
2. The provision of capital referred to in paragraph (1) letter
a number (2) and paragraph (1) letter b shall be in the
form of a cash deposit on one of banks in Indonesia.
3. PMV that has obtained a business license prior to the
enactment of this Regulation of Minister shall be
required to meet the capital requirement as follows:
a. National Company:
1. Cooperative, has a principal savings, mandatory
savings,
and
grants
not
less
than
Rp3.000.000.000, 00 (three billion rupiah).
2. Limited liability Company, has a paid up capital of
not less than Rp3.000.000.000, 00 (three billion
rupiah).
b. Joint Venture, has a paid up capital of not less than
Rp.10,000,000,000, 00 (ten billion rupiah).
4. PMV as described in paragraph (3) doing a change
controlling shareholder must adjust capital as referred to
in paragraph (1).
5. Controlling Shareholder shall be a body of corporate,
individual, and / or business groups:
a. PMV owns more than 50% (fifty percent) of the total
shares PMV issued and voting rights, or
b. PMV shares of 50% (fifty percent) or less of the issued
shares and voting rights of PMV, but it has been
proven to control both PMV directly or indirectly.
Article 20
Ownership of shares by a foreign entity or institution as

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 12 -

referred to in Article 11 paragraph (2) letter c shall comply

with the provisions of the highest of 85% (eighty five
percent) of the paid up capital of PMV.
Article 21
1. The shareholders in the form of business entity or
institution, at capital invested in the PMV, must fulfill
the following:
a. If there shall be no capital investment, the number of
inclusion shall be in maximum amount of the equity
capital of enterprises or institutions concerned, or
b. If there shall be a capital investment that has been
made, the number of equity shall be in maximum
amount of equity entity or institution concerned after
deduction with the inclusion.
shareholders
whose
liability
company
2. Equity
incorporated limited to the sum of paid in capital, share
premium, reserves and retained earnings / loss.
3. Equity shareholders which shall be incorporated as
cooperative shall be the sum of the principal savings,
mandatory savings fund reserves, and grants.
4. Equity shareholders in the form of foundation shall be
the amount of net assets consists of net assets shall be
permanently bonded, assets net bound temporarily, and
non-tied net assets.
5. Equity shareholders form of business entity or agency
not have a legal entity that shall be equal to the excess of
net assets and liabilities.
6. Equity shareholders form of business entity or a foreign
institution in accordance with the provisions in force in
the country where the enterprise or The institution was
founded.
Article 22
1. The provisions referred to in Article 21 paragraph (1)
shall not apply to PMV shareholder legal entity for
pension funds.
2. Shareholders which shall be incorporated as pension
fund, at capital invested in the PMV, the amount of
equity required in accordance with the governing
provisions of the investment of funds retirement.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 13 -

Article 23
PMV shareholders must meet the following requirements:
a. Not listed in the list of bad debts in the banking sector;
b Never been convicted of a crime;
c. Shareholder capital contributions do not come from
loans and activities laundering of money (money
laundering), and
d. Not been declared bankrupt or convicted of causing a
corporation / company declared bankrupt by the
decision from court with legally binding force.
CHAPTER IV
DIRECTORS AND BOARD OF COMMISSIONERS
Article 24
Directors and the Board of Commissioners at least PMV
must meet the following requirements:
a. Not listed in the list of bad debts in the banking sector;
b. Never been convicted of a crime;
c. One of the Board of Directors shall have operational
experience in the field of PMV or a bank or other
financial institution minimum of 2 (two) years; and
d. Not been declared bankrupt or convicted of causing a
corporation / company shall be declared bankrupt by
the decision from court with legally binding.
Article 25
1. Each of the Directors and the Board of Commissioners
shall meet the requirements of PMV fit and proper test.
2. The fit and proper test to candidates for Board of
Directors and / or the Board of Commissioners PMV
carried out by the Chairman.
provisions
on
the
requirements
and
3. Further
implementation of the assessment of fit and proper test
referred to in paragraph (1) and paragraph (2) shall be
regulated by the Chairman.
Article 26

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 14 -

1. PMV Directors shall remain in Indonesia.

2. PMV shall have at least one Directors of Indonesian
citizen.
3. Directors PMV prohibited dual positions as Directors of
the PMV Branch.
4. Directors PMV prohibited dual position as Board of
Commissioners at 4 (four) or more other PMV.
5. The Board of Commissioners shall be not PMV took office
as Directors at Another PMV and prohibited double
position as the Board of Commissioners on 4 (four) or
more other PMV.
CHAPTER V
MERGER, CONSOLIDATION, TAKE OVER, AND
SEPARATION
Part One
Merger and Consolidation
Article 27
1. PMV shall submit a report of Merger or Consolidation to
the Minister cq Chairman up Chief Bureau of maximum
15 (fifteen) days counted since PMV date statutes
approved and / or recorded by the authorized agency
2. Merger or Consolidation report referred to in paragraph
(1) delivered by PMV to the Minister cq Chairman up
Bureau Chief, using Attachment number 3 format which
shall be integral part of this regulation.
3. Submission of reports referred Merger or Consolidation
in paragraph (2) shall be accompanied by:
a. Minutes of the general meeting of shareholders or a
meeting of members;
b. Merger or Consolidation deed results that have been
approved or recorded by the competent authority, and
c. Data shareholders, the Board of Commissioners and
Board of Directors.
4. Based on the report referred Merger or Consolidation in
paragraph (1) and paragraph (2), on behalf of the
Minister shall determine:

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 15 -

a PMV revocation either

dissolution and / or

merged

or

undertake

b. Granting business licenses to PMV from dissolution

results.
5. Establishment of a business license as referred to in
paragraph (4) letter b applies retroactively in accordance
with the effective date of the approval or registration of
legal body by the law of the competent authority.
6. Prior to a business license as referred to in paragraph (4)
letter b shall be given, PMV from Consolidation results
can run the business.
Part Two
Takeover
Article 28
1. The acquisition can be performed in compliance with the
provisions referred to in Article 11 paragraph (2), Article
19 paragraph (4), Article 20, Article 21, Article 23 and
Article 24 of this regulation.
2. PMV Acquisition shall submit a report to the Minister cq
Chief up Chief Bureau of maximum 15 (fifteen) days
from the date of the Takeover deed made before a notary
public.
3. Acquisition Reports referred to in paragraph (2) shall be
submitted by PMV to the Minister c.q Chairman up
Bureau Chief, using format Attachment number 4 which
shall be an integral part of This regulation
4. The Takeover report referred to in paragraph (3) shall be
accompanied by:
a. minutes of the general meeting of shareholders or a
meeting of members;
b. Takeover deed, and
c. Data shareholders, the Board of Commissioners and
Board of Directors.
Part Three
Separation
Article 29

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 16 -

1. Separation of PMV shall submit a report to the Minister

cq Chairman up Head of maximum 15 (fifteen) days
counted since the date the separation deed shall be
approved or registered by the authorized agency.
2. separation as described in paragraph (1) may be done
by:
a. pure separation, or
b. non-pure separation
3. Pure Separation as referred to in paragraph (2) letter a
Resulting in all assets and liabilities of PMV be legally
transferred to the 2 (two) or more other receiving
transition PMV and the PMV who perform separation
terminated by laws.
4. Non-pure separation as referred to in paragraph (2) letter
b resulting in some of its assets and liabilities of PMV be
legally transferred to 1 (one) or more other PMV receiving
PMV transition and the one perform such separation still
remains.
5. Separation report referred to in paragraph (1) shall be
submitted by PMV to the Minister cq Chairman up
Bureau Chief, using format Attachment number 5 which
shall be an integral part of This regulation
6. Separation Reports referred to in paragraph (5) shall
enclosing:
a. minutes of the general meeting of shareholders or a
meeting of members, and
b. Deed of Separation
7. Based on the separation referred to in paragraph (1),
Chairman on behalf of the Minister revoke the business
license of PMV doing pure Separation as referred to in
paragraph (3).
Article 30
1. Merger, Consolidation, Acquisition, and Separation in
accordance with the legislation in force.
2. PMV results of Merger, Consolidation, Acquisition, and
Separation shall be mandatory to meet the provisions of
this regulation.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 17 -

Chapter VI.
BRANCH OFFICE OPENING
Article 31
1. PMV can open a Branch Office in the entire territory of
the Republic of Indonesia.
2. PMV must submit reports as Branch Office referred to in
paragraph (1) to the Minister cq Chairman up Head of
the maximum of 10 (ten) days from the date of opening
of the branch office.
3. Branch Office report referred to in paragraph (2)
submitted to the Minister cq Chairman up Bureau Chief,
using Attachment number 6 which shall be integral part
of this regulation.
4. The report referred to Branch Office in paragraph (3)
shall be accompanied by:
a. PMV annual work plan that includes plans for
opening Branch includes the Branch locations;
b. proof of ownership or control of an office building,
and
c. systems and procedures, organizational structure and
personnel including branch name and number of
employees.
CHAPTER VII
BRANCH OFFICE CLOSURE
Article 32
1. PMV shall submit a report in writing of office closure to
the Minister cq Chairman up Bureau Chief maximum of
10 (ten) days from the date of closure of a branch.
2. office closure report referred to in paragraph (1)
submitted to the Minister cq Chairman up Bureau Chief,
with format Attachment number 7 which shall be
integral part of this regulation.

CHAPTER VIII
LOAN, FINANCING, AND PARTICIPATION

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 18 -

Part One
Loan
Article 33
1. PMV can receive loans from banks, non-bank financial
industry, business entities, and / or institutions based
lending agreement.
2. The loan referred to in paragraph (1) to the form of loans
subordination.
3. PMV who received loans worth Rp1.000.000.000, 00 (one
billion rupiah) or more of the entities and / or the
institution must first assessed by an independent
appraiser.
4. An assessment of the PMV as referred to in paragraph (3)
include:
a. background and financial condition;
b. ability to meet the obligations of both short and longterm;
c. risk management, and
d. Able to make a profit on an ongoing basis.
5. The provisions referred to in paragraph (3) and
paragraph (4) excluded for loans from enterprises and /
or institutions:
a. a position as shareholders and affiliates, or
b. Their activities support the Government.
Article 34
Subordinated loans referred to in Article 33 paragraph (2)
shall be a loan must meet the following requirements:
a. minimum term of 5 (five) years;
b. in the event of liquidation, the right to collect applicable
at the end of all existing loans, and
c. set forth in the loan agreement notarized deed.
Article 35
1. PMV received subordinated loans must submit a report
of subordinated loans to the Minister cq Chairman up at

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 19 -

Bureau Chief at longest 10 (ten) days from the date the

loan shall be received.
2. The subordinated loan referred to in paragraph (1)
submitted to the Minister cq up Bureau Chief, using
attachment number 8 format which shall be an integral
part of this regulation.
Article 36
1. The loan amount shall be limited to the provisions PMV
highest gearing ratio of 10 (ten) times.
2. PMV gearing ratio shall comply with the provisions
referred to in Paragraph (1)
3. Gearing ratio as referred to in paragraph (1) shall be
calculated by comparison between the amount of the
loan and the amount of equity plus subordinated loans.
4. Equity referred to in subsection (3) shall be:
a. sum of paid in capital, share premium, reserves and
retained profit / loss, in terms of PMV incorporated
limited liability company; or
b. the sum of the principal savings, compulsory
savings, reserve funds, and grant, in the case of PMV
incorporated as cooperatives.
5. Subordinated loans that can be taken into account in
the calculation of gearing ratio referred to in paragraph
(3) a maximum of 50% (fifty percent) of the paid-up
capital.
Part Two
Financing and Investment
Article 37
1. In conducting its business, PMV can have financing
from:
a. financing forwarding (channeling), or
b. joint financing.
2. Financing forwarding (channeling) as referred to in
paragraph (1) letter a with the following provisions:
a. risks arising from the activities of channeling shall
be at expense of the owner of the funds, and

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 20 -

b. PMV only acts as manager and obtain compensation

(fee) from owner of the funds.
3. In co-financing (joint financing) as defined in paragraph
(1) letter b, risks arising from financing as expense for
each party in their respective proportion.
Article 38
1. PMV which shall be a National Company shall have the
value of investments shares, investments through the
purchase of convertible bonds and / or finance division
based on the results of operations as referred in Article 2
of the lowest 40% (forty percent) of the total assets.
2. PMV which shall be a Joint Venture Company shall have
the value of investments shares and / or equity through
the purchase of convertible bonds as referred to in
Article 2 of the lowest 40% (forty percent) of total assets.
3. The fulfillment of the value of such investments, the
investments through the purchase of bonds conversion,
and / or financing based on the distribution of the
results of operations referred to in paragraph (1) and
paragraph (2) shall be conducted at least later than 2
(two) years from the date of license set out.
Article 39
1. Number of equity shares or investment by purchasing
bonds conversion by PMV for each PPU shall be limited
to a maximum of 20% (twenty percent) of the PMVs
equity.
2. In terms of the number of equity shares or through the
purchase of convertible bond to each PPU exceeding the
20% (twenty percent) as referred to in paragraph (1), the
number of shares of stock or investment through the
purchase of convertible bonds to each PPU that
calculated in compliance with the provisions of Article 38
paragraph (1) and paragraph (2) shall be in maximum
amount of 20% (twenty percent).
3. The number of equity shares and / or equity through the
purchase of bonds conversion as described in paragraph
(1) as a whole should not be exceeds the PMVs equity.
4. The amount of PMVs equity as referred to in paragraph
(1) in accordance with the last audited financial
statements.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 21 -

Article 40
1. Total Financing by sharing the results of business by
PMV to each PPU shall be limited to a maximum of 10%
(ten percent) of the total assets of PMV.
2. In the event that the amount of financing by sharing the
results of its operation to each PPU exceeding the 10%
(ten percent) as referred to in paragraph (1), the amount
of funding based on the division of the results of
operations for each PPU calculated in compliance with
provisions of Article 38 paragraph (1) shall be in
maximum amount of 10% (ten percent).
3. The total assets referred to in paragraph (1), in
accordance with the last audited financial statements.
CHAPTER IX
RESTRICTIONS
Article 41
1. PMV prohibited from withdrawing funds directly from
the public in the form of demand deposits, time deposits,
savings deposits, and / or other similar forms with it.
2. PMV may issue promissory notes to pay (promissory
note) by meet the precautionary principle (prudential
principles).
3. Issuance of pay promissory notes referred to
paragraph (2) shall meet the minimum requirements:

in

a. firstly get a recommendation from the Board of

Commissioners and approved by the general meeting
of shareholders or a meeting of members, and
b. Composed in a notarized deed.
4. The letter of payable as referred to in paragraph (2) used
as a collateral debt for PMV to creditors.
5. The money comes from debt secured by promissory
notes to pay used to finance the based on the
distribution results of operations.
CHAPTER X
REPORTING
Part One

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 22 -

Submission of Reports
Financial and Business Activities
Article 42
1. PMV must submit monthly financial reports no later
than the date of 20th each month subsequent to the
Minister cq Chairman up Bureau Chief.
2. PMV shall submit a report to the Minister cq Chairman
up Bureau Chief with the following conditions:
a. Business activities of biannual reports no longer than
1 (one) month after semester ends, and
b. Annual financial statements audited by a public
accountant no longer than 4 (four) months after the
fiscal year ends
3. The fiscal year referred to in paragraph (2) letter b set
out based on the calendar year.
4. the monthly financial report referred to in paragraph (1)
and reports business activities of biannual and
paragraph (2) letter a, delivered by PMV to the Minister
cq Chairman up Bureau Chief via email in the form of
file excel, using the format of attachment number 9 and
number 10 which shall be an integral part of this
regulation
5. Any change to the format of the report referred to in
paragraph (4) shall be determined by the Chairman.
6. The annual financial report referred to in paragraph (2)
letter b, submitted in writing to the Minister cq
Chairman up Bureau Chief to address Sumitro
Djojohadikusumo Floor Building 13, Jalan Lapangan
Banteng Numbers 1-4, Central Jakarta 10 710.
7. for late PMV and / or fails to submit a report as referred
to in paragraph (1) shall be given a notice to deliver
monthly financial reports.
8. PMV must submit monthly financial reports maximum of
10 (Ten) days from the receipt of the notification referred
to in paragraph (7).
Part Two
Submission of Reports

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 23 -

Amendment to the Articles of Association and Address

Article 43
1 a specific amendment must be reported to the Minister
cq Chairman up Head of maximum 15 (fifteen) days after
the change approved or registered by the competent
authority.
2 specific amendment referred to in paragraph (1) include:
a company name;
b Capital;
c shareholders;
d Directors and / or
e Board of Commissioners.
3. The corporate name change referred to in paragraph (2)
letter a, delivered by PMV to the Minister cq Chairman
up Bureau Chief, using the format of Appendix number
11, which shall be an integral part of this regulation.
4. The report referred to the company name change in
paragraph (3) shall be accompanied by:
a changes in statutes that have been approved by the
competent authority; and
b taxpayer subject number (TIN) on behalf of the new
PMV.
5. Report of changes in capital referred to in paragraph (2)
letter b, delivered by PMV to the Minister cq Chairman
up Bureau Chief, using Attachment format number 12
which shall be an integral part of this regulation.
6. Submission of statement of changes in capital referred to
in paragraph (5) enclosing:
a amendments to approved
authorized agency, and

or

registered

by

the

b document referred to in Article 14 paragraph (2) letter

c and letter g.
7 Report of changes of shareholders, Directors and / or
Board of Commissioners referred to in paragraph (2)
letter c, paragraph (2) letter d, and paragraph (2) letter e
made by PMV to the Minister cq Chairman up Bureau

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 24 -

Chief, using the format of Appendix number 13 and 14

which shall be integral part of this regulation.
8 Submission of statement of changes in shareholders,
Directors and / or Board Commissioner referred to in
paragraph (7) shall be accompanied by:
a amendments to approved
authorized agency, and

or

registered

by

the

b document referred to in Article 14 paragraph (2) letter

b and / or c.
Article 44
1 PMV shall submit a report in writing of a change of
address to the Minister cq Chairman up Bureau Chief
maximum of 10 (ten) days as of the date of the change.
2 report a change of address referred to in paragraph (1)
delivered by PMV to the Minister cq Chairman up
Bureau Chief, using Attachment format number 15
which shall be an integral part of this regulation,
enclosing proof of ownership or control of a new office
building.
CHAPTER XI
EXAMINATION
Part One
Examination Purpose
Article 45
1 In order to implement a function of coaching and
supervision, Minister to undertake examination of the
PMV.
2 The examination referred to in paragraph (1) shall be
conducted by the Chairman.
Article 46
Inspection aims to:
a ensuring that periodic reports in accordance with state
companies shall be factual;
b obtain reasonable assurance for the validity of periodic
reports, and

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 25 -

c assess compliance with the applicable provisions in the

PMV.
Part Two
Examination Procedures
Article 47
1 The examination referred to in Article 45 paragraph (1)
shall:
a conducted periodically at least once in 3 (three) years
and / or
b any time when needed.
2 periodic inspection as referred to in paragraph (1) letter
have scope of truth and substance of periodic reports
shall be in compliance with provisions in the PMV.
3 Examination of each period referred to in paragraph (1)
letter b should conducted if:
a

based on the analysis of periodic reports PM

suspected that PMV implementation activities
deviate from the applicable provisions of the PMV
fields and / or regulations;

research based on the information obtained on the

letter of complaints received by the Minister
considered that PMV implementation activities
deviate from the applicable provisions of the PMV
field and / or regulations, or

PMV suspected not fulfill the obligation in

accordance with the relating provisions of Know Your
Customer principles.
Article 48

1 Examination conducted by the further

Examination Guidelines set by Chairman.

regulated

2 Examination Guidelines as referred to in paragraph (1)

at least includes:
a

determining the object inspection;

Examination procedures and programs;

preparation of examination papers;

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 26 -

Inspection reports, and

Follow up examination.
Article 49

1 The examination must be carried out by inspectors

based on a Task Examination Letter and Notice of
Examination
2 Tax Examination Letter and Notice of Inspection referred
to in paragraph (1) shall be made by using the format of
attachment number 16 and number 17 which shall be
an integral part of this regulation
3 Prior to the examination referred to in paragraph (1),
Bureau Chief on behalf of the Chairman delivering first
letter of Notice of Examination to the PMV.
4 Notice of examination referred to in paragraph (2) at
least contain:
a number and date of the Notice of Examination;
b Examiner names;
c Examination period, and
d documents necessary for the examination.
5 examination can be performed without first submit the
Notice of examination if suspected that the delivery of
mail Notice of Examination will be allowed for measures
to obscure the real situation or action to hide data,
information, or reports required in implementation of the
examination.
Article 50
1 Persons under investigation shall be entitled to ask the
inspector to show Tax Examination Letter and
identification at the time of going examination.
2 Persons under investigation shall be entitled to ask the
inspector to provide explanation of the purpose of
examination.
3 In the event Examiner can not meet the requirements as
referred to in paragraph (1) and / or paragraph (2), PMV
has the right to rejected to be examined.
4 in the events the Examiner has met the provisions in

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 27 -

paragraph (1) and / or paragraph (2), Examiner entitled:

a checking and / or borrow books, records, and
supporting documents, including the output of the
data processing or other computer and electronic
device or other data processing device;
b receive oral and / or written information from PMV
under examination;
c entering the place or room that allegedly shall be the
place to store documents or goods that may provide
clues about the state of PMV under examination;
d obtain information and / or data required from third
parties coordinate with the PMV being examined, and
e asked PMV under investigation to bring the third
party, including external auditors in order to get the
data, documents, and / or information related to the
examination.
5 The examiner must keep in confidences all records,
documents, and / or information obtained during the
examination to unauthorized parties.
Part Three
Stages of Examination
Article 51
1 Examination conducted through the following steps:
a Examination preparation;
b Inspection implementation, and
c reporting of examination results.
2 Preparation of examination referred to in paragraph (1)
letter a, at least include:
a analysis of PMV periodic reports;
b research on information obtained or received by the
Minister regarding the presence or absence of
irregularities of the project by PMV on applicable
legislation, and
c research on:
1 PMV fulfillment of obligations set out in this

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 28 -

Regulation; and
2 compliance with the provisions concerning the
application of the principle of Know Your
Customer for non-bank financial institutions.
3 The examination referred to in paragraph (1) letter b
performed as follows:
a Examination can only be carried out by more than (1)
one person of Examiner;
b Examination held in the office and / or places of
where PMV conducting their business;
c Examination held on hours and days of work, and
d Result of the Examination stated in the inspection
report.
4 Reporting the results of PMV examination referred to in
paragraph (1) letter c should be prepared based on data
and information obtained during the Investigation and
ongoing process as outlined in the Examination
Worksheet.
Article 52
1 PMV under examination prohibited to deny or hinder the
process of the Examination.
2 In the case of PMV refused Examination, PMV must sign
Letter of waiver on Examination denial.
Article 53
1 In the exercise of Investigation, PMV under examination
shall:
a give or lend the books, records and documents
necessary for the running process of Investigation;
b provide the necessary information in written and / or
verbal;
c provides the opportunity to Examiner to enter the
premises or space required by the examiner;
d provide information and / or data required from third
parties in ordination with the PMV under
examination, and
e brought a third party including external auditors to

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 29 -

provide Examiner with data, documents, and / or

information related to the Examination.
2 PMV shall sign the minutes after Examination shall be
completed.
3 The official report for execution examination referred to
in paragraph (2), made using the format Attachment
number 18 which shall be the integral part of this
regulation.
Part Four
Report of Examination
Article 54
1 Examiners compiled reports after the period of the
examination ends.
2 The results of examination consists of:
a Inspection reports interim results, and
b report of the results on the final examination.
3 The results of examination referred to in paragraph (2)
signed by the Examiner and established by the Chief
Bureau on behalf of the Chairman.
Article 55
1 Head of the Bureau on behalf of the Chairman to report
the interim results of examination to Directors of PMV no
later than 30 (thirty) days after Examination completed.
2 examined PMV may submit a response to the report
Examination as referred to in paragraph (1) to the
Chairman cq Bureau Chief along with the reasons, data,
and / or supporting documents, maximum of 15 (fifteen)
days after receipt of the Examination interim report.
3 The discussion of the response to the interim report of
examination can be done if the response delivered by
PMV includes objections.
4 The discussion of the responses referred to in paragraph
(3) shall not exceed 10 (ten) days of the receipt of a
response from PMV under examination.
Article 56
Determination of the final inspection report referred to in

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 30 -

Article 54 paragraph (2) letter b shall be made based on:

a Inspection reports interim results, if PMV not filed
response, or
b Examination interim report and the response of the
proposed PMV with the following conditions:
1 there shall be no objection;
2 there shall be objections, but the objection shall be
rejected, or
3 there shall be objections, the objections received
partial or entirely.

CHAPTER XII
DISSOLUTION, ALTERATION OF BUSINESS,
AND RETURN OF BUSINESS LICENSE
Article 57
1 In the case of PMV disbanded because of a decision or a
general meeting of shareholders meeting of members or
the establishment period shall be over, the liquidator or
resolver must report dissolution to the Minister cq
Chairman of the maximum 15 (fifteen) days from the
date of the general meeting or shareholders or members
meeting conducted.
2 The dissolution report referred to in paragraph (1)
delivered by PMV to the Minister cq Chairman enclosing
the minutes of the general meeting or meeting of
shareholders or members.
Article 58
1 In the case of PMV disbanded by court order or
Government decision, liquidator or resolver must report
the dissolution to the Minister cq Chairman of the period
of 30 (thirty) days commencing since the date of the
court order with legally binding force or issuance of
court decisions.
2 The report referred to in paragraph dissolution (1)
delivered by PMV to the Minister cq Chairman enclosing:
a the court order and / or an official statement stating

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 31 -

the dissolution, the limited liability company, or

b the government's decision regarding the dissolution,
for the cooperative.
Article 59
1 PMV conducting change in business activities that shall
be no longer become PMV must report to the Minister no
later than 15 (fifteen) days from the changing made to
the articles of association approved by the competent
authority.
2 changes in business activity reports referred to in
paragraph (1) delivered by PMV to the Minister cq
Chairman enclosing:
a minutes of the general meeting of shareholders or a
meeting of members, and
b changes in statutes that have been approved by the
competent authority.
Article 60
In the case of PMV restore business license, the Board shall
report the results of the meeting or general meeting of
shareholders or members of the decision of return business
license to the Minister cq Chairman in the maximum 15
(fifteen) days counted from the date of the general meeting
of shareholders or members meeting held.
Article 61
According to the report referred to in Article 57, Article 58,
Article 59, and Article 60 of the Regulation of the Minister,
the Chairman on behalf of the Minister revoke the permit
for PMV to conducting businesses concerned by the
Minister Decision.

CHAPTER XIII
SANCTIONS
Article 62
1 PMV that do not comply with the provisions referred to
in Article 4, Article 5 paragraph (1), Article 6 paragraph
(2), Article 13, Article 16 paragraph (1), Article 16
paragraph (2), Article 18, Article 19 paragraph (1), Article
19 paragraph (3), and Article 19 paragraph (4), Article

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 32 -

20, Article 21 paragraph (1), Article 22 paragraph (2),

Article 23, Article 25 paragraph (1), Article 26, Article 27
paragraph (1), Article 28 paragraph (2), Article 29
paragraph (1), Article 30 paragraph (2), Article 31
paragraph (2), Article 32 paragraph (1), Article 35
paragraph (1), Article 36 paragraph (2), Article 38, Article
41 paragraph (1), Article 42 paragraph (2) and Article 42
paragraph (8), Article 43 paragraph (1), Article 44
paragraph (1), Article 52 paragraph (1), and / or Article
53 paragraph (1) and Article 53 paragraph (2) of This
regulation gradually given administrative sanction in the
form of:
a Warning;
b Suspension of business activity, and
c Revocation.
2 Sanctions warning referred to in paragraph (1) letter
given in writing by the Head of ub Chairman on behalf of
the Minister to the PMV consecutively 3 (three) times in a
row with a validity period of each as long as 60 (Sixty)
days.
3 In the event that prior to the expiration of sanctions as a
warning referred to in paragraph (2), PMV has met the
requirements as referred to in paragraph (1), Head of ub
Chairman on behalf of the Minister revoke warning
sanction.
4 In terms of the applicable sanction warning, as
mentioned in paragraph (2) end and PMV still not meet
criteria referred to in paragraph (1), Chief on behalf of
the Minister put sanctions in form of suspension of
business activity.
5 Sanctions in form of suspension of business activity as
referred to in paragraph (1) letter b shall be given in
writing by the Head of ub Chairman on behalf of
Minister to the concerned PMV and suspension of
business activity shall be valid for a period of 30 (thirty)
days from the letter of sanction suspension of business
activity published.
6 In terms of the applicable sanction warnings and
sanctions of freezing business activities attempted ended
on a national holiday, warnings and sanctions
suspension of business activity will be in effect until the

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 33 -

next business day.

7 PMV being penalized with suspension of business
activity as referred to in paragraph (5), shall be
prohibited from conducting business activities except for
fulfillment of the investment value, investment through
the purchase of bonds conversion, and / or financing
based on the distribution of the results of operations as
referred to in Article 38.
8 In the event that prior to the expiration of sanctions
freezing business as referred to in paragraph (5), PMV
has complied with terms referred to in paragraph (1),
Chief on behalf of the Minister revoked sanctions
suspension of business activity.
9 In the case until the expiration of the period of sanctions
freeze business activities referred to in paragraph (5),
PMV not yet meet the provisions of this regulation, the
Chairman on behalf of the Minister revoked the PMV
business license with concerns of Minister.
CHAPTER XIV
TRANSITIONAL PROVISIONS
Article 63
1 PMV who has received an operating license before the
promulgation of this Regulations of Minister, their
business license shall remain valid.
2 PMV who has received an operating license shall
conform with the provisions as referred to in Article 6 (2),
Article 13, Article 23, Article 25 paragraph (1), Article 26
paragraph (4) and Article 26 paragraph (5), Article 36
paragraph (2), and Article 38 of this regulation no later
than 2 (two) years from the date of enactment of this
regulation.
Article 64
1 Any sanctions imposed against PMV based on Decision
of Minister of Finance No. 469/KMK.017/1995 on the
Establishment and Business Development and Venture
Capital
Finance
Ministerial
Decree
No.
1251/KMK.013/1988 on Provisions and Implementation
Procedures On Financing Agency, shall remain valid and
enforceable.

MINISTER OF FINANCE
OF THE REPUBLIC OF INDONESIA

- 34 -

2 PMV were not able to overcome the causes of sanctions

referred to in paragraph (1) shall be liable to follow suit
with the governing legislation.

CHAPTER XV
CLOSING PROVISIONS
Article 65
At the time of this regulation comes into force:
a Minister of Finance Decree No. 469/KMK.017/1995 on
the Establishment of Venture Capital and Business
Development, and
b Minister of Finance Decree No. 1251/KMK.013/1988 on
Provisions and Implementation Procedures for Financing
Agency, revoked and declared void.
Article 66
This Regulation of the Minister of Finance shall come into
force on the date of its promulgation.
For public cognizance, this Regulation of the Minister of
Finance shall be promulgated by placing it in State Gazette
of the Republic of Indonesia.
Stipulated in Jakarta
on February 1, 2012
MINISTER OF FINANCE
Signed,
AGUS D.W. MARTOWARDOJO
Promulgated in Jakarta
On February 1, 2012
MINISTER OF LAW AND HUMAN RIGHTS
Signed
AMIR SYAMSUDIN
STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 143 YEAR
2012.