Background
Backgroundorpurpose ofthe issuance ofGovernment RegulationNumber43 of2011on Procedures forFilingandUse ofLimited Liability CompanyName (“GR No. 43/2011“)is toimplement the provisionsof Article9 paragraph(4)and Article16 paragraph(4)of LawNumber 40of2007on Limited Liability Company (“Company Law“). Accordingly,there isharmonybetween thelaws and regulationsin the area ofthe Company. The substanceof GR No. 43/2011 is tooptimizethe performance in accelerating service of validation in application and using of Company’s Name.Further, the intent of GR No. 43/2011is toprovidelegal protectionto the userofthe Company’s name that isalreadyusingthat name in good faith as a Company’s Name officially which statedinthedeed of establishment ordeed ofamendmentof the Company whichhas been legalisedorapprovedbythe Ministerof Law and Human Rights or to the party wasfirstdeliveredfilingsof the Company’s name to the Minister ofLaw and Human Rights.
Requirements for Company’s Name
The Company’s name (“Company Name”) must comply withfollowing requirements:
a.written withLatin letters;
b.its has never been legally usedbyotherCompanyornot have similarityin principlewith other Company’s name. The meaning of”similarity in principleto theotherCompanyName” issimilarity aboutthe elementsthat standbetween one CompanyNameand the otherCompany Namewhichmay causethe impression ofthe similarityon how towriteorrhymeof wordscontained inthe CompanyName, even thoughit is the sameowner. For example:
(i)PT Bhayangkara with PTBAYANGKARA;
(ii)PT SAMPURNA with PT SAMPOERNA;
(iii) PT Bumi PERTIWI with PT Bumi PRATIWI;
(iv) PT HIGH-DESERT with PT HIGH DESERT;
(v)PT JAYA DAN MAKMUR with PT DJAJA&MAKMUR.
c.notcontrary topublic orderand/ormorality;
d.not the same as orsimilar to thename of thestate institutions, government agencies, international agencies, unlesspermittedby the relevant instance;
e. not consist of number or a series of number, letter or series of letter that do not form a word; for example, Company Name that consist are: PT3, PT 99, PT 007. Composed of letters that does not form a word in this provision, for example: PT. S, PT. A, PT. ABC.
f.does not have a meaning as a Company, corporation, or a civil partnership; have the meanings as the Company, corporation, or a civil partnership. For example: Ltd, Gmbh, SDN, Sdn, Bhd, PTE, Co., & Co., Inc. , NV, or BV, Usaha Dagang (UD), Trade Cooperatives (KUD), Incoporated, Associate, Association, SA, SARL, AG;
g.not only usingthe intents, purposes and the Company’s business activities as the Company Name, for example, “PT Construction and Transportation”; and
h. in accordance with the intents, purposes and Company’s business activities, those components will be used as part of the Company Name. For example, PT Pelayaran Andalan, the intent, purposes and the Company’s business activitiesof Company must be in the field of shipping; PT. Abdul Konstruksi, the intent, purposes and the Company’s business activities of Company must be in the field of construction.
In the Name of the Company are proposed by the abbreviations, the used of abbreviations must comply therequirements above except not consist of numbers or a series of numbers, letters or series of letters that do not form a word, for example Company Name that consist are: PT3, PT 99, PT 007. Composed of letters that does not form a word in this provision, for example: PT. S, PT. A, PT. ABC.
Abbreviations Company’s Name as follows:
a.abbreviations that consist of front letters of Company’s Name. For example: PT Kustodian Sentral Efek Indonesia into PT KSEI, PT Kereta Api Indonesia into PT KAI.
b.abbreviations which is an acronym of Company’s Name. The meaning of “Acronym” is stands of combination letters or word or the other is written and be vocalized as word for example:
(i)PT SAHABAT FINANSIAL SEJAHTERA abbreviated with PT SAFIRA;
(ii)PT TABUNGAN ASURANSI PEGAWAI NEGERI abbreviated with PT TASPEN;
(iii) PT ASURANSI KESEHATAN abbreviated with PT ASKES;
(iv) PT PELABUHAN INDONESIA abbreviated with PT PELINDO.
Use ofCompanyName
1. Use ofthe Companynamemust bepreceded by thephrase “Perseroan Terbatas” orabbreviated as”PT”.
2. Forpublicly listed companyat the end ofthe Company’snameis addedan abbreviation”Tbk”. For Persero Company is added a writing of the word “Persero”.
3. Abbreviation”Tbk” can only beusedincorrespondenceeffective as of:
a.effectiveness of the Registration Statement filed with regulatory agencies in the field ofcapital markets for the Company; or
b.implementation of the Public Offering of the company’s Registration Statement filed with the agency in the capital market watchdog to make public offering of shares in accordance with the capital market regulations.
4. Public Companiesthatno longermeet the requirementsas apublicly listed companyas stipulatedin thelegislationin the field ofcapitalmarkets:
a.incorrespondence it isprohibited to insert acronym “Tbk” at theend of the Company Name, since the date of the statement issued by Capital Market Supervising board on the unfulfillment of Public Company, and
b.must make amendment of articles of associationat the lates 6 (six) months since the date of the statement issued by Capital Market Supervising board as mentioned in part (a) above. The meaning of the amendment of article is, in terms of the changing of behind Company Name without the word of Tbk and amendment the provision of article of association in relating with the status of the Company as a Public Company.
5. The Company that iswholly owned byIndonesian citizensor Indonesian legal entityshalluse thenameof the Companyin the Indonesian language.
With theenactment ofthis GR No. 43/2011, the Government Regulation No. 26of1998 on theUse of Limited Liability Companyname is revokedanddeclared nolonger valid.
Sartika D.Y. Darwis
