Merger & Acquisitions (M&A)

What are the key regulations governing M&A in Indonesia?

Key regulations include the Company Law (Law No. 40 of 2007), the Capital Market Law (Law No. 8 of 1995), and regulations from OJK and KPPU. These laws cover everything from corporate restructuring to competition issues and disclosure requirements.

Are there any specific regulatory approvals required for M&A in Indonesia?

Yes, M&A transactions often require approvals from OJK for listed companies and may also need to be reviewed by KPPU to ensure they do not violate antitrust laws. Sector-specific approvals might also be necessary depending on the industry.

How does the Indonesian Competition Commission (KPPU) impact M&A deals?

KPPU reviews M&A transactions to prevent anti-competitive practices and monopolistic behavior. Transactions that meet certain thresholds or could impact market competition may need to be reported and reviewed by KPPU.

What are the tax implications of M&A in Indonesia?

M&A transactions can trigger various tax obligations, including corporate income tax, value-added tax (VAT), and transfer taxes.

Can foreign investors participate in M&A transactions in Indonesia?

Yes, foreign investors can participate, but they must adhere to regulations governing foreign ownership and investment. This includes compliance with the Foreign Investment Law and sector-specific rules.

What role does legal counsel play in M&A transactions?

Legal counsel provides critical support throughout the M&A process, including due diligence, contract negotiation, regulatory compliance, and managing potential legal risks.

What is a tax dispute, and how does it arise in Indonesia?

A tax dispute occurs when there is a disagreement between the taxpayer and the Indonesian Tax Authorities (Direktorat Jenderal Pajak, DJP) regarding tax assessments, tax payments, or the interpretation of tax regulations. Disputes commonly arise after a tax audit when the taxpayer disagrees with the findings of the DJP.

How does a tax audit work?

During a tax audit, the tax authority reviews your financial records and tax filings to ensure compliance. If discrepancies are found, they will issue a notice of their findings.

What can I do if I disagree with a tax audit’s findings?

You can file a Tax Objection within three months of receiving the audit results. This is your formal request for the tax authority to re-examine their decision.

What happens if my Tax Objection is rejected?

If your objection is rejected, you can escalate the matter by filing a Tax Appeal with the Tax Court within three months of receiving the rejection.

What is a Tax Lawsuit?

A Tax Lawsuit challenges administrative actions by the tax authority that are unrelated to assessments, such as disputes over tax refunds or collections.

When can I file a Tax Judicial Review?

A Tax Judicial Review is the final legal step, brought before the Supreme Court to correct substantial legal errors made by the Tax Court. This is done only after exhausting all other avenues.

Can I resolve a tax dispute without going to court?

While negotiation is possible, formal out-of-court settlements are rare in Indonesian tax disputes. Our professional advice is crucial to exploring your options.

What are the typical outcomes of a tax objection?

The outcomes of a tax objection can be varied. The tax authority may fully accept, partially accept, or reject your objection, depending on the strength of your argument and evidence provided.

How long does it take to receive a decision on a Tax Objection?

The tax authority typically takes 12 months from the date of filing to issue a decision on a Tax Objection. If no decision is made within this time, the objection is considered rejected by law.

Can I settle my tax liabilities during the dispute process?

Yes, settling your tax liabilities during the dispute process is possible. However, this may impact the progression of the dispute. Consulting with a tax professional like our firm is advised before making any settlement decisions.

What are the common reasons for a Tax Judicial Review?

Common reasons for a Tax Judicial Review include substantial legal mistakes in the lower courts’ rulings, misinterpretation of tax laws, or procedural violations that affected the fairness of the judgment.

What penalties can I face in a tax dispute?

Penalties can include fines, interest charges, and administrative sanctions depending on the nature of the dispute. If a tax deficiency is found, additional penalties may apply for late payments or underreporting.

What is the time limit to file a Tax Lawsuit?

A Tax Lawsuit must be filed within 90 days of the administrative action you are challenging (such as a refusal of a refund). Missing this deadline can result in the dismissal of your lawsuit.

What types of administrative decisions can be challenged through a Tax Lawsuit?

You can challenge decisions such as denial of tax refunds, incorrect tax collections, or penalties imposed outside of a tax assessment.

What happens if I win a Tax Appeal or Tax Lawsuit?

If you win, the court may order the tax authority to revise or cancel their previous decision. This could result in a refund, removal of penalties, or a corrected tax assessment.

Can I request an extension for filing a Tax Objection or Tax Appeal?

No, deadlines for filing Tax Objections and Tax Appeals are strictly enforced under Indonesian tax law.

What is the burden of proof in a tax dispute?

In Indonesian tax disputes, the burden of proof lies with the taxpayer. You must provide evidence and documentation that supports your claim against the tax authority’s assessment or decision.

What happens if I fail to provide sufficient evidence in a Tax Objection or Tax Appeal?

If you fail to provide enough evidence, the tax authority or the Tax Court may rule in favor of the government. Therefore, it is crucial to present a well-prepared and substantiated case.

What is the impact of a Tax Dispute on my business operations?

While a tax dispute is ongoing, it may cause financial uncertainty. However, unless there are severe violations, the tax authority generally does not halt business operations during the dispute. Consulting with tax professionals like our firm can help mitigate risks.

Can I negotiate with the tax authority before filing an objection or appeal?

Informal negotiations or discussions can sometimes lead to clarification or resolution before entering the formal dispute resolution process. However, once a decision has been made, formal procedures are required to challenge it.

What is the difference between a civil and commercial litigation case?

Civil litigation covers a broader range of disputes including personal injury and family law, while commercial litigation specifically deals with business-related disputes like contracts, partnerships, and corporate matters.

What are the common types of civil & commercial litigation in Indonesia?

Broadly speaking, there are two legal disputes, the Breach of Contract and the Unlawful Act issues.

What is a commercial contract dispute?

A commercial contract dispute arises when parties disagree on the interpretation or performance of a contract. Common issues include non-payment, breach of terms, and delivery of goods or services.

How long does civil & commercial litigation take in Indonesia?

The duration varies depending on the complexity of the case and the court’s schedule. Practically it takes around 6 (six) months on the first court instance (District Court).

Can disputes be resolved earlier before going to the court hearing process?

Yes, the court provides and facilitates the parties to settle the dispute in the early stage through a mediation process which involves a neutral mediator helping the parties settle.

How does commercial litigation interact with Indonesian bankruptcy laws?

Commercial litigation can intersect with Bankruptcy if a debtor is unable to pay. We assist in filing claims, representing your interests in bankruptcy proceedings, and ensuring your rights as a creditor are protected.

How do I enforce a court decision in a commercial dispute?

The specific enforcement methods depend on the nature of the judgment and legal mechanism. Please consult with our lawyer.

What are the risks of not addressing civil or commercial disputes promptly?

Delaying action can lead to escalated conflicts into more complicated, exceeding the statute of limitation, increased legal costs, and potential damage to your business.

What is the role of an expert witness in commercial litigation?

An expert witness provides specialized knowledge and testimony to support your case. They can help explain complex issues to the court and bolster your arguments with authoritative insights.

What is the difference between Litigation and Arbitration?

Litigation is a court-based process, while Arbitration is another legal forum, that involves neutral arbitrators who issue a binding decision. Arbitration is typically faster and more private but both parties shall mutually agree to settle the dispute into Arbitration and can be limited in scope of the legal disputes and legal remedy options.

What is the role of evidence in commercial litigation?

Evidence is crucial in proving your case. This includes documents and witness testimony. Our lawyer assists in gathering and presenting evidence effectively to support your claim.

What happens if a party does not comply with a court order?

Non-compliance can lead to enforcement actions such as asset seizure or additional legal penalties. Our lawyers take necessary steps to ensure compliance with court orders and protect your interests.

What is the importance of contract drafting in preventing commercial litigation?

Proper contract drafting helps prevent disputes by clearly outlining the rights and obligations of each party. We assist in drafting and reviewing contracts to minimize the risk of future litigation.

Can foreign companies litigate in Indonesia?

Yes, they must comply with local laws and legal procedures. We provide guidance and representation to navigate the Indonesian legal system effectively.

What should I do if I am being sued or receive a legal notice or summons from an Indonesian court?

Contact our lawyer immediately to review the notice or summons, understand your legal obligations, formulate and develop the legal strategy. Prompt action is essential to protect your rights and interests.

What types of cases are handled by Indonesian State Administrative Courts (PTUN)?

The cases involve disputes over administrative decrees, including issues related to business permits, licenses, regulatory compliance, issuance of land certificate, land use regulations, administrative sanctions imposed by Indonesian government agencies, etc.

What are the conditions for a state administrative decree to be disputed in Indonesian State Administrative Court (PTUN)?

The state administrative decree shall be written decision; issued by a State Administrative Agency Office; constituting an act of state administrative law; based on relevant legal regulations; concrete, individual, and final; and generating legal consequences for an individual or legal entity.

What are the grounds for challenging an administrative decision in Indonesian State Administrative Courts?

Common grounds for challenging administrative decisions include procedural errors, violations of statutory rights, lack of legal basis, decisions that are deemed unlawful or unfair, etc.

What happens if I miss the 90-day deadline to file a lawsuit in Indonesian State Administrative Courts?

Missing the 90-days deadline to file a lawsuit can result in the case being dismissed due to procedural non-compliance. It is crucial to adhere to statutory deadlines to avoid potential legal obstacles.

What is a Legal Opinion?

A Legal Opinion is a formal written document from a lawyer that provides legal advice or interpretation on specific legal issues based on the applicable laws and regulations.

When do I need a Legal Opinion?

You need a Legal Opinion when facing complex legal issues, entering contracts, disputes, or when clarity on specific legal points is necessary for business decisions.

What are the typical contents of a Legal Opinion?

A Legal Opinion usually includes an introduction, the legal context, a detailed analysis of the relevant laws, and the lawyer’s conclusions and recommendations.

What areas of law do you provide Legal Opinions on?

We cover various areas, including corporate law, foreign investment, employment law, business disputes, and regulatory compliance in Indonesia.

Are Legal Opinions required for business transactions in Indonesia?

While not always mandatory, Legal Opinions are often requested in such business disputes and major transactions like mergers & acquisitions, or financing to clarify legal risks.

How do Legal Opinions assist foreign investors in Indonesia?

Legal Opinions help foreign investors navigate Indonesian regulations, ensuring their investments comply with local laws and reducing the risk of legal issues.

How long does it take to receive a Legal Opinion?

The timeframe depends on the complexity of the issue, typically ranging from a few days to a couple of weeks.

What is the cost of obtaining a Legal Opinion?

Costs vary based on the complexity of the legal issue and the required research. We offer transparent fee structures after understanding your needs.

Do you provide Legal Advice for startups and new businesses?

Yes, we regularly advise startups and new businesses, particularly regarding compliance, contracts, and foreign investment regulations in Indonesia.

Can Legal Opinions be used in court?

Yes, Legal Opinions can serve as important references or supporting documents during court proceedings or disputes, but they are not legally binding.

Employers are required to register their employees with BPJS (Badan Penyelenggara Jaminan Sosial) for health and employment benefits, including health insurance, old-age benefits, work accident protection, and death insurance. The contributions are shared between the employer and the employee.

When should I consider Tax Due Diligence?

Tax Due Diligence is crucial during mergers, acquisitions, company restructuring, or when preparing for a sale. It ensures you have a clear understanding of the company’s tax position before making critical decisions.

What are the potential outcomes of Tax Due Diligence?

Our findings will highlight any tax risks, compliance issues, or areas where improvements are needed. We provide recommendations to address these issues, helping you make informed decisions.

What happens if tax issues are found during Due Diligence?

If tax issues are identified, we’ll work with you to develop strategies to mitigate these risks. This may involve negotiating with the other party in the transaction or addressing the issues before proceeding.

Can Tax Due Diligence prevent future tax disputes?

While it can’t guarantee immunity from future disputes, Tax Due Diligence significantly reduces the risk by ensuring that any existing issues are identified and addressed early on.

Can Tax Due Diligence affect the valuation of a company?

Yes, Tax Due Diligence can impact a company’s valuation. Unresolved tax issues or significant liabilities discovered during the process may lead to adjustments in the purchase price or deal terms.

What are the common challenges in Tax Due Diligence in Indonesia?

Challenges include navigating complex tax regulations, incomplete or inaccurate financial records, and historical non-compliance.

How does Tax Due Diligence differ from a standard financial audit?

A financial audit focuses on the accuracy of financial statements, while Tax Due Diligence specifically examines tax compliance and risks. The two processes complement each other but serve different purposes.

If a company needs to terminate employees due to economic difficulties, it must follow the procedures outlined in Government Regulation No. 35 of 2021. This includes attempting to negotiate mutual agreements, paying severance packages, and ensuring compliance with the labor law before proceeding with termination.