C L A R I D E N August 2014

Transcription

1 C L A R I D E N August 2014 Knowledge for the world business leaders Shangri-La Hotel, Singapore Doing Business in Indonesia - Commercial, Legal and Tax Aspects of Investing in Indonesia Faculty Directors Angeline Suparto Managing Director Angeline Suparto Law Corporation Over 30 years of professional experience, advising clients on the legal aspects of investment and doing business in Indonesia Invited to be part of a 10-member delegation group which was received by the President of the Republic of Indonesia, after the Indonesia Investment Year 2003 ceremony Deputy Chairman of the ASEAN Regional Business Group of Singapore Manufacturers Federation Founding Member of the Singapore Chamber of Commerce in Indonesia Fajar Budiman Managing Director Jakarta Strategic Consulting Tax specialist with expert knowledge on tax implications of the AEC 2015 Extensive experience in handling tax matters such as tax litigation, fulfilment of transfer pricing requirements, tax assistance and tax outsourcing Professor at ABFI Institute of Perbanas

2 Doing Business in Indonesia - Commercial, Legal and Tax Aspects of Investing in Indonesia FACULTY DIRECTORS Angeline Suparto Managing Director Angeline Suparto Law Corporation Over 30 years of professional experience, advising clients on the legal aspects of investment and doing business in Indonesia Invited to be part of a 10-member delegation group which was received by the President of the Republic of Indonesia, after the Indonesia Investment Year 2003 ceremony Deputy Chairman of the ASEAN Regional Business Group of Singapore Manufacturers Federation Founding Member of the Singapore Chamber of Commerce in Indonesia Ms. Angeline Suparto has been advising clients on the legal aspects of investment and doing business in Indonesia for over 30 years. She is the Deputy Chairman of the ASEAN Regional Business Group of the Singapore Manufacturers Federation, a member of the Steering Committee of Network Indonesia. She is also a Founding Member of the Singapore Chamber of Commerce in Indonesia, and a member of the Franchising and Licensing Association (Singapore). She was with the international firm of Messrs Bakers & McKenzie and subsequently with Messrs White & Case, Colin Ng & Partners, before setting up her own practice in Ms. Suparto was also invited to be part of a 10-member delegation group which was received by H.E. Megawati Soekarnoputri, President of the Republic of Indonesia, after the inaugural ceremony of the Indonesia Investment Year 2003 held at the Presidential Palace, Jakarta. She has spoken regularly on topics of Indonesian Law in Seminars and Forums organized by various Government agencies, Chambers of Commerce and Business Associations in Singapore, Hong Kong and Indonesia. She was admitted to Supreme Court of Hong Kong as a Solicitor in March 1985, Supreme Court of England in November 1988, as a Barrister & Solicitor of the Supreme Court of the Australian Capital Territory in December 1989 and to the Singapore Bar as an Advocate and Solicitor in January Fajar Budiman Managing Director Jakarta Strategic Consulting Tax specialist with expert knowledge on tax implications of the AEC 2015 Extensive experience in handling tax matters such as tax litigation, fulfilment of transfer pricing requirements, tax assistance and tax outsourcing Professor at ABFI Institute of Perbanas Mr. Fajar Budiman is a tax specialist with expert knowledge on tax implications of the AEC Before founding his tax advisory and services firm in 2012, Jakarta Strategic Consulting, he was a tax auditor and assessor with the Directorate of General Taxes for The Republic of Indonesia from 1999 to He has extensive experience in handling tax matters within the jurisdiction of Indonesia, such as tax litigation, fulfillment of transfer pricing requirements, tax assistance and tax outsourcing. His expertise also includes handling tax dispute resolution, tax assessment, tax returns handling, and defending clients in tax court. He also gives lectures on taxation at the Perbanas Institute Jakarta, Indonesia. Mr. Budiman is a local and international conference speaker who teaches at the Institute Perbanas Jakarta, and was a speaker at various tax training programs. Mr. Budiman earned a Master s Degree in Business Law from the University of Indonesia in He received his Bachelor s Degree majoring in Accounting from Padjajaran University, Bandung, Indonesia in 2000 as well as Diploma Degree in Accounting from STAN (Indonesian State College of Accountancy) majoring in taxation in

3 Doing Business in Indonesia - Commercial, Legal and Tax Aspects of Investing in Indonesia EXECUTIVE SUMMARY Program: Dates: Location: Doing Business in Indonesia - Commercial, Legal and Tax Aspects of Investing in Indonesia August 2014 Shangri-La Hotel Singapore Early Bird 1 (Register & pay by 26 June 2014): Early Bird 2 (Register & pay by 24 July 2014): Regular Tuition Fee: S$2,950 S$3,150 S$3,250 Group discount of 10% for 2nd participants from the same organization For limited time only by 24 July 2014, registration for 3 participants, the 4th participant will receive a complimentary seat (one discount scheme apply). Note: GST is applicable only to participants from Singapore registered companies. Check your eligibility for 60% Cash Back at IRAS website. Program Essence: Indonesia s GDP growth is projected to remain above 6% for the next five years. Today, the country is becoming one of the key investment destinations amongst businesses. Therefore, this intensive 2-day program is designed to provide you with valuable insights into Indonesia s investment opportunities and challenges so that you can capitalize on its growing economy when positioning your business strategy. Throughout the program, you will learn about: the latest developments in Indonesia, choosing the right business entity form, structures for conducting business, taxation in Indonesia and its complexities, and ways to protect your investment. Using prominent case studies, our expert lawyers will also discuss the current regulatory environment for foreign investment, the challenges in investing in Indonesia and how to minimize potential risks. In addition, you will also get to network with major companies with keen interest to do business in Indonesia. Led by leading practitioners from Angeline Suparto Law Corporation, Hadiputranto, Hadinoto & Partners and Jakarta Strategic Consulting, at the end of the 2 days, you will be able identify and maximize opportunities and make considerations from the commercial, legal and tax perspective to ensure the success of your business venture in Indonesia. PROGRAM INTRODUCTION Indonesia s GDP has raced to the top of most economists lists of future global growth generators, backed by positive fundamentals such as an abundance of natural resources, a large population with increasing skills, and a key position within the rapidly advancing ASEAN region. According to McKinsey Global Institute report, Indonesia might surpass Germany and the UK by 2030 to become the seventh largest economy in the world. Today, the country is becoming one of the key investment destinations amongst businesses. Therefore, this intensive 2-day program is designed to provide you with valuable insights into Indonesia s investment opportunities and challenges so that you can capitalize on its growing economy when positioning your business strategy. Throughout the program, you will learn about: the latest developments in Indonesia, choosing the right business entity form, structures for conducting business, taxation in Indonesia and its complexities, and ways to protect your investment. Using prominent case studies, our expert lawyers will also discuss the current regulatory environment for foreign investment, the challenges in investing in Indonesia and how to overcome them. Led by leading practitioners from Angeline Suparto Law Corporation, Hadiputranto, Hadinoto & Partners and Jakarta Strategic Consulting, at the end of the 2 days, you will be able identify and maximize opportunities and make considerations from the commercial, legal and tax perspective to ensure the success of your business venture in Indonesia. 3

4 Program Details WHO WILL BENEFIT THE MOST This course is designed for all Managers, Directors, and Heads of Departments dealing with Finance, Legal, Tax, Risk, Corporate Planning, Corporate Strategy, Business Development, Commercial, Asset Management, and Investor Relations. This program is also applicable to In-House Lawyers, Counsel, Legal Advisors, CFOs, CEOs, COOs, Managing Directors, Board of Directors, Project Managers, Management Consultants, Investment Bankers, Venture Capitalist, Tax Authorities. LEARNING OBJECTIVES Be updated on the market outlook, key growth areas and trade and investment opportunities Gain a well-rounded view of both the legal and non-legal considerations for making more informed decisions about the potential of doing business in Indonesia Understand your legal and regulatory obligations as a foreign investor when investing in Indonesia Examine the tax considerations and taxation structures in place for your investment Learn to conduct tax and legal due diligence effectively Identify the types of business entities in Indonesia and choosing the right business entity form for your business Understand the challenges and how to avoid the pitfalls in investing & doing business in Indonesia PROGRAM OUTLINE DAY ONE - MORNING The Country at a Glance: General Considerations in Doing Business in Indonesia Indonesia as an investment destination Government ministries and agencies Nature of laws, regulations and policy Culture of doing business Structure and General Information on Conducting Business and Investing in Indonesia Setting Up a presence in Indonesia - Overview of legal issues to consider: o Do you need to set up a legal entity in Indonesia? Should it be a Limited Liability Company i.e. PMA (Foreign Investment) Company or Local PT or Representative Office? o Is your proposed line of business open to Foreign Direct Investment, or is it under the Negative List? o What is the minimum amount of capital you have to put into your Indonesian company? o Do you need a Local Partner (Shareholder, Director or Commissioner)? o What are the Licences / Permits you need to obtain to operate your business in Indonesia? Types of legal entities relevant to foreign investors: o 100% foreign-owned or joint venture company (PMA Company) o Representative office (trade or service) Incorporation Process for PMA company o Licences o Timing Incorporation Process for Representative Office o Licences o Timing 4

5 Program Outline & Agenda Negative List o Nature of list o Applicability to listed public companies o Grandfathering o Local shareholder arrangements o Examples of maximum foreign shareholding under the latest negative list (2014) Investment Law and Regulations o Direct investment and indirect investment o Equal Treatment o Expropriation o Remittance of Funds o Foreign Currency Controls o Capital Requirements Divestment Requirements o General o Industry Specific Company Law o Deed of Establishment and Articles Of Association o Capital and Classes of Shares o Annual Reports o Corporate Social Responsibility o Company Organs of an Indonesian Company o Meeting of Board of Directors and Board of Commissioners o General Meeting of Shareholders o Officers Liability o Rights of minority shareholders o Mergers &Acquisitions o Liquidation DAY ONE - AFTERNOON Taxation in Indonesia Tax Administration o Income Tax o Withholding taxes and VAT o Double Taxation Treaties Tax incentives International tax Anti-avoidance rules Indirect and other taxes Investment Incentives Export Incentive or Guarantee (Export Financing) Tax Incentive for Foreign Investors Regional tax Incentives for foreign investors o Income Tax o Withholding taxes and VAT o Double Taxation Treaties Competition, Restrictive Trade Practices and Consumer Protection Mergers and Acquisition 5

6 Program Outline & Agenda DAY TWO - MORNING Acquisitions Documentation o MOU o PPJB o AJB o Others Nature of Due Diligence o Limited Information o Searches o Adequacy o Rectification Approvals o Company Law Change in Control Process o General Approvals o Anti-Trust o Industry Specific Approvals Employee Compensation Joint Ventures Partners and Due Diligence Shareholder Agreements and Ancillary Agreements Minority Shareholder Rights Reserve Matters and Deadlock Termination and Exit Employee Contract and Labor Law issues Labour Law and manpower regulations Employment contract Employment of expatriates in Indonesia 6

7 Program Outline & Agenda DAY TWO - AFTERNOON Avoiding Common Legal Pitfalls when Doing Business in Indonesia Hearsay vs Proper Verification and Independent Legal Advice Manpower Law Issues Regional Autonomy Issues Language of Indonesian Agreements Highlights of Specific Industries Plantations Insurance Mining Retail Franchising Selected Case studies Case Study 1:Appointinga Distributor in Indonesia o Distribution of Goods in Indonesia and import licences o Difference between pure import/export vs actual distribution Case Study 2: Setting up an Automobile Company in Indonesia Case Study 3: Purchasing Property in Indonesia (as an activity for trading/development) Case Study 4: Importance of IPR Protection Case Study 5: Structuring Mining Deals in Indonesia Case Study 6: Setting up Logistics Operations in Indonesia 7

8 DOING BUSINESS IN INDONESIA - COMMERCIAL, LEGAL AND TAX ASPECTS OF INVESTING IN INDONESIA August 2014 Shangri-La Hotel, Singapore REGISTRATION PAGE Booking Contact (Approving Manager) Mr/Mrs/Ms: Job Title: Department: Telephone: Fax: Organization: Address: Postal Code: I would like to receive more information on hotel accommodation using Clariden Global coporate rate. Please Register the following participant(s) for this Program: 1st Participant Name (Mr/Mrs/Ms): Job Title: Department: Telephone: Fax: Date of Birth: 2nd Participant Name (Mr/Mrs/Ms): Job Title: Department: Telephone: Fax: Date of Birth: 3rd Participant Name (Mr/Mrs/Ms): Job Title: Department: Telephone: Fax: Date of Birth: 4th Participant Name (Mr/Mrs/Ms): Job Title: Department: Telephone: Fax: Date of Birth: PROGRAM FEES 1 ST EARLY BIRD FEE: S$2,950 (Registration and payment must be received by 26 June 2014) 2 ND EARLY BIRD FEE: S$3,150 (Registration and payment must be received by 24 July 2014) REGULAR FEE: S$3,250 GROUP DISCOUNT: For 2 registrations from the same company and billing source, the 2nd participant enjoys a 10% discount. For registrations before 24 July 2014 and for 3 or more participants, the 4th participant will receive a complimentary seat Note: GST is applicable only to participants from Singapore registered companies. Important Notice: Payments are required with registration and must be received prior to the Course to guarantee your place. PAYMENT METHODS BY CHEQUE / BANK DRAFT : Made payable to CLARIDEN GLOBAL PTE LTD and mail to: 3 International Business Park, #04-29, Nordic European Centre, Singapore BY TELEGRAPHIC TRANSFER TO: Bank Name: DBS BANK Bank Branch code: 027 Bank Address: 6 Shenton Way, DBS Building, Singapore Bank Account No: Bank Account name: Clariden Global Pte Ltd SWIFT Code: DBSSSGSG Please note that all bank charges are to be borne by participants. Please ensure Clariden Global Pte Ltd receives the full invoiced amount. Note: Please include invoice number on all payment types and your company s name in your payment instructions for our reference. CREDIT CARD: To make payment by credit card, please call our client services hotline at WAYS TO REGISTER C L A R I D E N Knowledge for the world business leaders admissions@claridenglobal.com Fax: Call: Website: DATE AND LOCATION This executive program will be held at: Shangri-La Hotel, Singapore August Orange Grove Road, Singapore Tel : Fax : Website : The fee for this two-day executive program includes all written materials, lunch and refreshments. HOW TO REGISTER AND PAY An invoice and registration confirmation will be sent within 7 days, please contact us if you have not heard from us within 7 days. Payment can be made by credit card, by bank transfer or by cheque made payable to Clariden Global Pte Ltd. ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT. ACCOMMODATION Accommodation is not included in the program fee but you will be entitled to use our corporate rate for your accommodation. Information will be sent along with your registration confirmation. ENJOY 60% CASHBACK Productivity and innovation Credit (PIC) scheme allows registered Singaporean businesses to claim 60% cash back or enjoy 40% tax deduction for training. For more information, please visit CANCELLATIONS AND SUBSTITUTIONS Once we have received your booking, the place(s) are confirmed. No refunds will be made for any cancellations, however, program credits of equivalent value only applicable for Clariden Global events will be provided. Credits can only be redeemed for 1 program and is valid for only one (1) year from date of issue. Substitution with a qualified candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with no charges. Subsequent substitutions will be charged 10% admin fee. ALL CANCELLATIONS MUST BE RECEIVED IN WRITTEN FORM PLEASE NOTE: Clariden Global Pte Ltd reserves the right to change the content and timing of the programme, the speakers and the date and venue due to reasons beyond their control. If in the unlikely event that the course is cancelled, Clariden Global Pte Ltd will refund the full amount and disclaim any further liability. ENQUIRIES: If you have any queries about registration or payment please do not hesitate to contact our client services department on PRIVATE DISCLOSURE STATEMENT: Any information provided by you in relation to this event is being collected by Clariden Global Pte Ltd and will be held in the strictest confidence. It will be added to our database for the primary purpose of providing you with information about future events and services. Visit us at for upcoming events FOR OFFICIAL USE FEE RECEIVED REFERENCE L4081/JN/AS/SJ