MINISTER OF FINANCE OF THE REPUBLIC OF INDONESIA 18 pmk 010 2012.pdf · MINISTER OF FINANCE OF THE...

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 : 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;

In View of : 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.

http://www.sjdih.depkeu.go.id/fullText/2003/17TAHUN2003UU.htm

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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, Indonesia’s

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

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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 PMV’s 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

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c 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 SMEs that shall be in the

development stage;

d. Help enterprises or SMEs that shall be in business‘s

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.

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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

paragraph (3), divestment period referred to in

paragraph (2) may extended for a maximum of 5 (five)

years.

Article 7

Divestment as referred to in Article 6 (2) can be conducted

by:

a. Public offering through the stock market (initial public

offering);

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

c 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

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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.

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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 include

identity cards (KTP) or a valid passport;

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

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(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.

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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

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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 to the applicant's business

license if necessary.

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 non-

bank financial institutions.

Article 18

PMV must include PMV name clearly on the office building

of PMV.

Part Two

Capital

Article 19

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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

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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.

2. Equity shareholders whose liability company

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.

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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.

3. Further provisions on the requirements and

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

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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:

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a PMV revocation either merged or undertake

dissolution and / or

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

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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.

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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

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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 long-

term;

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

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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

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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 PMV’s

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 PMV’s equity.

4. The amount of PMV’s equity as referred to in paragraph

(1) in accordance with the last audited financial

statements.

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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 in

paragraph (2) shall meet the minimum requirements:

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

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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

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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 or registered by the

authorized agency, and

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

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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 or registered by the

authorized agency, and

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

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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;

b 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

c 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 regulated

Examination Guidelines set by Chairman.

2 Examination Guidelines as referred to in paragraph (1)

at least includes:

a determining the object inspection;

b Examination procedures and programs;

c preparation of examination papers;

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d Inspection reports, and

e 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

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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

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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

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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

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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

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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

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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 36 paragraph (2), Article 38, Article

41 paragraph (1), Article 42 paragraph (2) and Article 42


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

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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.

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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.

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