By Admin88 
/ Introduction /
The Republic of Indonesia (hereinafter referred to as "Indonesia") is located in southeastern Asia. Mineral resources are extremely rich.
Important source country.In recent years, the mining industry has been a hot industry in Indonesia invested in Indonesia. Indian companies have successively deployed Indonesia’s nickel iron and iron industry and coal power industries.To help Indian companies understand India
The legal policies of Niger’s mining investment and actively prevent the legal risks of mining investment. We have sorted out the legal policies of foreign investment and mining development supervision in the country, and provided reference for Indian enterprise investment.
Due to the long length, the current scores are published.
1. The basic national conditions in Indonesia
Indonesia is located in southeast Asia. It is the largest islands in the world. The land area is 1.914 million square kilometers and the ocean area is 3.166 million square kilometers.
Wen and Malaysia borders each other across the sea in Thailand, Singapore, the Philippines, Australia and other countries.
Indonesia’s mineral resources are very rich and have a wide range of areas. The main mineral products include tin, aluminum, nickel, iron, copper, tin, gold, silver, coal, etc.Indonesia’s nickel reserves and output ranks first in the world. Tin reserves and output ranks second in the world. The reserves and output of aluminum ore ranked sixth in the world. It is also one of the world’s largest coal production countries and exporters.Indonesia’s major state -owned mining companies are Antam and PT TIMAH TBK.
Indonesia is divided into 31 provinces, 2 special administrative regions and 1 capital region, with 396 counties and 93 cities.Jakarta, the capital, is the political, economic and cultural center of the country.Indonesia
It is a multi -ethnic country with more than 300 ethnic groups and more than 200 ethnic languages. The official language is Indonesian and the official currency is the Indonesian shield.
The President’s system in Indonesia is both head of state and the head of the government, and at the same time in charge of the three armies.The president is generated directly by the whole people, with a term of 5 years and can be re -elected once.The current president is Zoko Victoria. This year’s cabinet was established in October 2019, with a term of office until 2024.The People’s Consumer Council is the highest authority in Indonesia, consisting of the People’s Congress (Congress) and local councils.
Indonesia and my country established diplomatic relations in 1985. Since the establishment of diplomatic relations, the relationship between the two countries has developed smoothly, economic and trade cooperation has been deepened, and strategic partnership has been established in 2018.India is Indonesia’s largest trading partner, the largest export destination country and the largest project contractor. Indonesia is India’s second largest investment destination in ASEAN.The cooperation between the two sides in the "Belt and Road" initiative is continuously deepened, and the full use of Indonesia’s mineral resources is of great significance to promote my country’s global mining market layout.
2. The legal system on foreign investment supervision
In recent years, Indonesia has been actively attracting foreign investment. The government has adopted a series of measures, such as simplifying investment procedures, reducing tax rates, and providing investment guarantees to create a better investment environment and attract more foreign investment.
At present, the laws that supervise foreign investment in Indonesia mainly include the Investment Law (Law No. 25 in 2007, the revision of the "Comprehensive Employment Law" revised by the regulations of the Government Regulations in 2022), and the "Comprehensive Employment Law")The Regulations "(President No. 10, No. 10, February 2, 2021, revised through the Presidential Order No. 49, May 25, 2021, hereinafter referred to as the" Investment Regulations "), including the" Investment Regulations ").
The Investment Coordination Committee is a department in charge of foreign investment in Indonesia. It is responsible for the implementation of investment policies and the approval of investment projects.
1. Investment form
According to the "Investment Law", unless the law has other provisions, foreign investment must be carried out through limited liability companies established in Indonesia.Foreign investors can invest in their equity in the new company or acquisition of existing companies in Indonesia.
It should be noted that the "Investment Regulations" set the minimum threshold for foreign investors’ investment amounts. Foreign investors can only carry out commercial activities in large enterprises with more than 10 billion Indonesian shields (excluding land and buildings) of more than 10 billion Indonesian shields (excluding land and buildings).Essence
2. Investment field
According to the "Investment Law", in addition to the announcement of the prohibition or the business area of the central government that can only be carried out by the central government, domestic and foreign investors can freely invest in any business area.Investment areas are prohibited from drugs, gambling, corals, chemical weapons, industrial chemicals, alcoholic beverages and other industries; the business fields of the central government can only carry out activities, including service -oriented activities or strategic activities in the field of national defense and security.
In addition, the Annex II of the "Investment Regulations" lists 106 business areas that are only open for cooperatives or local small and medium -sized enterprises, and the attachment III lists only 100%of the shares of domestic investors or holding 100%of the shares or shares of domestic investors.
Those who restrict the proportion of foreign capital holding shares are 37 business areas.
Except for the above -mentioned prohibition of investment fields, only the fields of investment can only be invested by the central government, and the business field listed by the Annex II and Annex III of the Investment Regulations, foreign investors can invest freely
Other business areas.
Annex I of the Investment Regulations lists 246 priority investment business areas, including the processing and refining of ore.Investors in the field of investment priority business will enjoy fiscal incentives and non -wealth
Political incentives.Financial incentives include tax reduction and import tariff exemption, non -fiscal incentives include simplify licenses, provide supporting infrastructure, and ensure energy and raw materials supply.
3. Investor security
According to the relevant provisions of the Investment Law, the Indonesian government gives equal treatment to investors who conduct investment activities in Indonesia in accordance with laws in accordance with laws.
Except for laws, the government will not give investors a state -ownedization or levy for assets that have all rights.If the government takes nationalization or levy measures, the government shall provide compensation and compensation
The amount is determined according to the market price.If the two parties fail to reach an agreement on the compensation issue, the dispute between the two parties shall resolve the dispute between the two parties through arbitration.
Investors have the right to freely remit the capital, profit, dividend, investment liquidation income, the income of project asset sales, and other revenue forms.
4. Investor obligation
According to the relevant provisions of the Investment Law, investors need to fulfill the following obligations in the process of implementing investment in Indonesia:
尼 Prioritize Indonesian workers and improve Indonesian workers through vocational training;
委 Submit to the investment activities report to the Investment Coordination Committee;
规 Comply with all laws and regulations and fulfill corporate social responsibilities;
营 Respect the cultural tradition of the community where investment and operation activities are located;
金 Ensure that the source of funds for investment does not violate laws and regulations;
续 Maintain the sustainability of the environment. If the investment of non -renewable natural resources, investors must allocate funds in stages to recover at venues that meet environmental standards.
5. Investment dispute resolution
According to the provisions of the Investment Law, when the government and investors are controversial in the investment field, the two parties must first negotiate and solve it and fail to reach an agreement.solve.If the government and foreign investors are controversial in the investment field, the disputes can be resolved through international arbitration by agreeing with the consent of both parties.
The Indian government and the Indonesian government signed the "Agreement on Promoting and Protected Investment Agreement" in November 18, 1994. The agreement stipulates that two types of investment dispute solutions: for all investment disputes, they can be submitted to the investment after negotiation invalid.The parties’ jurisdictional courts solved the lawsuit by litigation. For disputes that occurred due to the amount of compensation, the two parties may submit the dispute to the arbitral tribunal solution, provided that the two parties have not yet submitted such disputes to the lawsuit.
6. Anti -monopoly review
According to the relevant provisions of the Regulations on the merger, integration or acquisition of assets that may lead to monopoly behaviors and/or assets "issued by the Indonesian Competition Supervision Committee in 2023, such as foreign investmentIn the case of equity acquisition and transaction at the same time meet the following four conditions, it is intended to meet the following four conditions, and it should notify the Indonesian Business Competition Supervision Committee within 30 working days after the transaction is completed:
交The total asset value of the transaction participant one year before the transaction exceeds 2.5 trillion Indonesian shields, or the transaction participant’s turnover in Indonesia on Indonesia on the year before the transaction day exceeds 5 trillion Indonesian Shield.In special circumstances, if the trading entities are engaged in banking business, the total value of the transaction participants will exceed 20 trillion Indonesian Shields one year before the transaction date;Simla Investment
公司 Transaction leads to changes in the control of the target company;
联 Trading does not belong to a transaction between affiliated companies;
印 Trading participants directly or indirectly have assets and/or sales in Indonesia.
3. Legal system for corporate governance
Foreign investment in Indonesia must establish legal entities in the form of limited liability companies.The establishment of limited liability companies, shareholders’ rights, corporate governance, dissolution and liquidation, etc. are mainly revised by the "Law of the Co., Ltd. No. 40 in 2007, and revised by the" Comprehensive Employment Law "revised by the 2022 Government Regulations)Regulate.
According to the relevant provisions of the Limited Liability Company Law, the limited liability company must have at least two shareholders. If the number of shareholders after the company was established, the company’s existing shareholders shouldNew shareholders are introduced through equity transfer or issuance of new shares, otherwise the existing shareholders will need to bear joint responsibility for the company’s entire debt.In addition, it should be noted that the "Investment Law" in Indonesia clearly prohibits the equity holdings between foreign investors and domestic investors, and the equity agency agreement will be found invalid.
The Limited Liability Company Law does not stipulate the company’s minimum registered capital, but according to the "Guidelines and Procedures for Risk -based Business Licensing Services and Capital Investment Convenience" issued by the Investment Coordination Committee (Regulations No. 4 2021)The issuance and income capital shall not be less than 10 billion Indonesian shields (about 4.7 million yuan).According to the "Limited Liability Company Law", the actual payment ratio of the initial registered capital of the company shall not be less than 25%, and the registered capital that will be added in the future must be fully paid.
The limited liability company’s power agencies include shareholders’ meetings, boards and supervisors.Agra Investment
The shareholders’ meeting is divided into annual shareholders’ meeting and temporary shareholders’ meeting.The annual shareholders ‘meeting should be held within 6 months after each accounting year, and the temporary shareholders’ meeting can be held at any time according to the needs of the company’s interests.The "Limited Liability Company Law" sets different legal number and voting ratio for the decisions of different shareholders’ meeting. For example, the legal number and voting ratio of the capital increase resolution are 1/2.The proportion of voting is 2/3, combined, separated, dissolution and liquidation, the legal number and voting ratio of voting are 3/4.
The board of directors is responsible for the management company, and the members of the board of directors are appointed by the shareholders’ association, with at least one person.The Supervisory Committee is responsible for supervising the company and making suggestions to the board of directors. The board of supervisors consists of more than one member.
4. The main legal system on the management of mineral resource management
Indonesia’s mineral resources management system divides mineral resources into two categories: one is oil and natural gas, and the other is minerals and coal.Minerals refer to minerals other than oil, natural gas, and coal, including metal, non -metal and rocks.
The Indonesian Ministry of Energy and Mineral Resources (hereinafter referred to as the "Energy Ministry") is the competent mining department of Indonesia.The General Administration of Mineral Coal is responsible for the management of mineral resources other than oil and natural gas.
Indonesia’s minerals and coal management systems are composed of laws, government regulations, the regulations of the Minister of Energy, and the Regulations of the General Administration of Mineral Coal. The main laws and regulations are as follows:
1Indore Investment. Mining rights type
According to the "Mineral and Coal Mining Law" and "Regulations on the Mining Area", minerals and coal resources in Indonesia are owned by the state and managed by the central government.Mining areas (WP) are the basis for determining and managing mining activities. It is divided into the following four types:
According to the relevant provisions of the "Mineral and Coal Mining Law", the implementation of mining activities in Indonesia requires obtaining permits issued by the central government. The license mainly includes the following types:
Among them, general mining permits (IUP) and special mining licenses (IUPK) are the main forms of mining rights in Indonesia, covering the entire process of mining exploration, mining, processing, transportation and sales. The following will mainly analyze the two types of permits.
2. Mining rights subject
According to the "Mineral and Coal Mineral Law" and "Government Regulations on the Minerals and Coal Mining Business", general mining permits (IUP) can be awarded to commercial entities, cooperatives, or individual companies.All enterprises, Indonesian private enterprises and foreign -invested private enterprises.Special mining permits (IUPK) can be awarded to Indonesian state -owned enterprises, all enterprises and private commercial entities in Indonesia.Indonesian state -owned enterprises and regional enterprises have the priority of obtaining special mining permits (IUPK).
Foreign investors must not have mining rights, and must be established in Indonesia to obtain mining rights.
3. How to obtain mining rights
According to the "Mineral and Coal Mining Law" and "Government Regulations on the Launch of Minerals and Coal Minerations", the corresponding mining areas must be obtained before obtaining general mining permits (IUP) and special mining license (IUPK).Before obtaining general mining permits (IUP), you need to obtain a commercial license mines (WIUP), and you need to obtain a special commercial license mining area (WiUPK) before obtaining special mining.
1) Mining permit during the exploration phase
The commercial license mines (WIUP) distinguishes four types of mineral types: metal ore, coal mines, non -metal ore and rock.Special commercial license mines (WIUPK) distinguishes two types of mineral types: metal and coal mines.According to different types of minerals, the method of obtaining the mining area is different. The specific table is shown in the table:
After the Minister of Mining notified the commercial licensing mining area (WIUP) and the special commercial licensing area (WIUPK) of the commercial licensing mining area (WIUP) and the coal mines in writing, the winner should submit to the Nanta Mine Minister within 10 working days (IUP) Application of with special mining permits (IUPK); the main body of a commercial license mines (WIUP) that obtains non -metal mines and rocks should also submit a general license (IUP) to the Energy Mine Minister within 10 working days.
Obtaining general mining licenses (IUP) and special mining permits (IUPK) need to meet the requirements of administrative, technical, environmental and financial aspects, and the relevant requirements for relevant requirements for the "Government Regulations on the Development of Minerals and Coal Molying Business" have provided details on relevant requirements.
2) Mining permits in the production and operation stage
The general mining permits (IUP) and special mining permits (IUPK) during the exploration phase can apply to the production and operation stage from the Energy Mineral Minister to enter the production and operation stage after completing the exploration work, and can implement production and operation activities after being approved by the Minister of Mining.The application shall be submitted within 30 calendars before the end of the exploration period.
The premise of the Minister of Energy Minerals is to meet the requirements of the holder to meet the requirements of administrative, technical, environmental, and finance.For example, technical requirements include a complete activity report submitted to the exploration phase, and the feasibility study report is approved by the Energy Mineral Minister; environmental requirements include obtaining relevant environmental protection approvals, submitting reclamation and closing pits.
4. The validity period of mining rights
According to the provisions of the "Mineral and Coal Mining Law", the validity period of general mining licenses (IUP) and special mining licenses (IUPK) is different depending on the type and activity stage. The specific table is listed below:
For the time limit for extending the general mining license (IUP) and special mining permits (IUPK), the mining owner shall submit an application within the time stipulated in the "Government Regulations on Carrying out the Minerals and Coal Modeling Business":
If the application for extending the general mining license (IUP) and the special mining license (IUPK) shall be submitted to the delay application within 45 days before the expiry of the expiration period;
属 If the production and operation period of general mining licenses (IUP) for extending metal mines, special types of non -metallic ore and coal shall be submitted to the production and operation period of general mining permits (IUP) shall submit an application for extension within one year before the expiration of the production and operation period;
金 If the production and operation period of general mining licenses (IUP) that extends non -metal mines and rocks shall submit an application for extension within 6 months before the expiration of the production and operation period;
属 If the production and operation period of the special mining license (IUPK) for extending metal and coal mines shall submit an application for extension at the latest within one year before the expiration of the production and operation period.
5. Transfer of mining rights
According to the "Mineral and Coal Mining Law", general mining permits (IUP) and special mining licenses (IUPK) shall not be transferred without the consent of the mining minister who can be transferred.Agreement is not allowed to be transferred.
The premise of the Minister of Energy and Minerals agreed that the premise of the above transfer behavior was to meet the following requirements:
(1) The exploration work has been completed, and the proof of resources and reserves is provided;
(2) Meet the requirements of corresponding administration, technology, environment, and finance.
Therefore, the direct and indirect transfer of the general mining license (IUP) and the special mining permit (IUPK) must obtain the consent of the Energy Mineral Minister.If foreign investors obtain mineral rights indirectly by acquiring mining company shares, they should obtain the consent of the Minister of Minerals in advance.
6. Mining owner’s obligations
According to the relevant provisions of the "Mineral and Coal Mining Law" and "Government Regulations on the Mineral and Coal Mineration Business", the main obligations that the mining owner should perform is as follows:
1) Subsequent exploration obligations
The general mining licenses (IUP) and special mining licenses (IUPK) in the production and operation stage must implement further exploration every year in order to find new reserves in the mining area. Budgets should be allocated to set up minerals and coal reserves every year.
2) Obligations of Shares
Foreign investors can own 100%of Indonesian mining companies, but after entering the production and operation stage, they must gradually stripped its 51%of its shares to the central government, local governments, state -owned enterprises, all enterprises and/or Indonesian private enterprises.
According to the different production methods of the mining company, the period and proportion of the peeling of the shares are also different. The specific table is listed below:
3) Local processing obligations
According to the relevant provisions of the "Mineral and Coal Mining Law", mining companies holding general mining licenses (IUP) and special mining licenses (IUPK) should process and refine the mined minerals in Indonesia.Mining companies can build and refine facilities or send ore to other processed refineries for processing by themselves.
4) Using the obligation of local mining service providers
According to the "Minerals and Coal Mining Law" and "Government Regulations on the Mineral and Coal Mineration Business", general mining permits (IUP) and special mining license (IUPK) shall give priority to local or national mining services in Indonesia or their own mining services.The company provides mining services.Only when Indonesian mining service companies cannot provide corresponding mining services, the mining license holders can choose Indonesian companies that are foreign -invested to provide services.If a foreign -funded company providing mining services is subcontracting, it must give priority to local subcontractors and local workers.
5) Community responsibility
According to the "Mineral and Coal Mining Law", the holders of general mining permits (IUP) and special mining permits (IUPK) have obligations with the Minister of Minerals, the regional governments and communities to formulate community development and empowering plans, and allocate allocationFund is used to implement the plan, and the minimum amount of funds is determined by the Minister of Energy.
6) Other obligations
According to the "Mineral and Coal Mining Law", the holders of general mining permits (IUP) and special mining permits (IUPK) should also fulfill the following obligations:
矿 Application of good mining technical principles;
度 Manage finance according to Indonesia’s accounting system;
/Increase the added value of minerals and/or coal resources;
能力 The allowable limit of the capacity of the environmental carrying capacity;
交 Submit the survey results and production and operation data to the competent institution, and regularly submit a report on commercial plans and mineral mining activities.
7. The termination of mining rights
According to the "Mineral and Coal Mining Law", in addition to the abandonment of mining owners or the expiration of the permitted period, the mining rights are terminated, and in the following cases, the mining minister can also revoke the mining license to terminate the mining rights:
持 The mining license holder has not complied with the obligations stated by the license and the provisions of laws and regulations;
持 Mining permit holders to commit criminal crimes;
持 Mining permit holders have been declared bankrupt.
Wu Yonggao, senior partner of Beijing Jincheng Tongda Law Firm; Contact information:; mailbox:
Special statement: The above article only represents the author’s own point of view, and does not represent any form of legal opinions or suggestions issued by Beijing Jincheng Tongda Law Firm or his lawyer.
(Source: Kim Cheng Tongda)
Kolkata Wealth Management