As of September 2026, an Indonesian owner preparing for an M&A valuation should gather three years of financial statements (audited where Article 68 of Law 40/2007 requires it), monthly management accounts reconciled to the PPh Badan returns and PPN filings, bank, debt and working-capital records, the deed of establishment with every AHU-approved amendment, the shareholder register, OSS licences, land certificates, and BPJS and employment records.
This checklist is for the owner of a PT who plans to sell some or all of the shares in six to eighteen months, to a domestic group, a foreign strategic buyer or a fund. The valuation is the short part of the work. A valuer can only defend earnings that the buyer's accountants will accept later, and those accountants begin by tying your management accounts to what was filed with the tax office. Where the tie fails, the buyer prices the gap, and some gaps (a year that needed an audit and did not get one, an amendment never lodged with the Ministry of Law) take months to close. A company with a full-time finance team may have none of the gaps noted below.
Which financial and tax records does a valuation start from?
The first four records in the table decide which earnings figure the valuation can use. The rest decide the adjustments between enterprise value and the amount you are actually paid.
| Record | What to prepare | Where gaps arise in some engagements |
|---|---|---|
| Financial statements | Three years plus the year to date. Article 68 of Law 40/2007 requires a public accountant's audit where assets or business reach IDR 50 billion, among other triggers. | Accounts prepared by an outside tax consultant, unaudited, two years after the company crossed the threshold. |
| Management accounts | Monthly profit and loss and balance sheet for 36 months, on the statutory chart of accounts. | Cash-basis monthly figures, or sales and gross margin only. |
| Reconciliation | Management EBITDA to audited profit to taxable profit on the PPh Badan return (due four months after year end), with every difference explained. | Three sets of numbers. Years on the 0.5% final turnover tax, closed to ordinary PTs by Government Regulation 20/2026 from 22 April 2026, leave no declared profit to reconcile to. |
| PPN (VAT) filings | Monthly returns, due by the end of the following month, tied to revenue. PKP registration is compulsory above IDR 4.8 billion of annual turnover. | Late registration, leaving months of sales with VAT nobody booked. |
| Related-party expenses | Every payment to or from the owner, family members and their companies, each with a contract, a pricing basis and an approval. | Rent on the owner's building with no lease, family salaries with no defined role, cars and school fees in operating costs. |
| Bank statements | Every account for 36 months, reconciled to the cash ledger. | Customer receipts landing in a personal account. |
| Debt and guarantees | Facility letters, security documents, covenant certificates and every guarantee. | A company loan secured on land the owner pledged personally. |
| Receivables ageing | Month-end ageing by customer, with write-offs. | Balances over 180 days carried at full value. |
| Inventory counts | Signed count sheets, the valuation method and a slow-moving list. | Warehouse-only counts never tied to the ledger. |
| Working-capital history | Receivables, inventory and payables at every month end for 24 to 36 months. | Year-end balances only, so seasonality cannot be shown. |
| Fixed-asset register | Cost, date, location, depreciation and registered owner of each asset. | Vehicles and machinery in the owner's personal name. |
Related-party expenses become normalisation adjustments, and one you cannot evidence is one the buyer rejects. The monthly working-capital history sets the working-capital target in the sale agreement, explained in our guide to moving from enterprise value to equity value in an owner-managed sale. Without 24 months of it, the buyer picks the target, and picks a month that suits it.
What does a reconciliation from management accounts to the tax return look like?
The figures below are hypothetical and illustrate the mechanics only. They describe no real company or engagement. Assume a PT distributing building materials, financial year 2025, audited, paying corporate income tax at the standard 22%, whose owner reads monthly management accounts showing EBITDA of IDR 18.0 billion.
| Step | IDR billion | What explains it |
|---|---|---|
| EBITDA in the owner's management accounts | 18.0 | Monthly figures, no year-end adjustments |
| Write-down of slow-moving stock found at the year-end count | (1.2) | Items unsold for more than 12 months |
| THR and bonuses accrued by the auditor | (0.9) | Paid in cash when due, never accrued monthly |
| EBITDA in the audited accounts | 15.9 | Subtotal |
| Depreciation and interest | (3.4) | From the audited accounts |
| Audited profit before tax | 12.5 | Subtotal |
| Positive fiscal correction for owner expenses the tax office does not accept | 1.1 | Family cars and travel |
| Taxable profit on the PPh Badan return | 13.6 | Tax at 22% is about IDR 3.0 billion |
Every number traces to a document, so the reconciliation holds. The buyer then normalises from the audited 15.9: it adds back 1.1 of owner expenses that will stop, deducts 0.8 for a salaried general manager and 0.6 to bring the owner's warehouse rent up to market. Normalised EBITDA is 15.6 against the 18.0 the owner reads every month, and that 2.4 gap, times whatever multiple is applied, exists before any buyer is contacted. Without a reconciliation, the buyer starts from the lowest figure it can verify. Our guide to business valuation for SME and mid-market transactions in Indonesia covers how normalised earnings become a value range.
Which corporate, land and licence records does a buyer check before pricing?
These decide whether the shares can be transferred cleanly, and so whether a price conversation can start at all.
- The deed of establishment and every amendment, each with its AHU approval or notification receipt. Article 21 of Law 40/2007 requires approval for changes such as name, business activities and authorised capital, and notification for most others, submitted within 30 days of the notarial deed. In some engagements an amendment was signed and never lodged; after 30 days it cannot be, and the fix is a fresh resolution and deed.
- The shareholder register required by Article 50, with every transfer recorded and notified to the Minister within 30 days under Article 56. In some engagements a family transfer was never notified, so the AHU profile and the register show different owners.
- The NIB, the KBLI codes registered against it in OSS, and every sector permit with its expiry date. The codes should match the articles and what the company actually does, under the licensing framework set by Government Regulation 28/2025 since 5 June 2025. The usual gap is an activity added over the years, such as a production line inside a trading company, with no code behind it. Foreign buyers also test the codes against the Positive Investment List, covered in foreign ownership rules for buying an Indonesian business.
- Land certificates, with a recent land office search. A PT cannot hold Hak Milik (SHM), which Article 21 of the Basic Agrarian Law reserves for Indonesian citizens and a few designated bodies, so company land is normally Hak Guna Bangunan (HGB). Under Government Regulation 18/2021, HGB over state land runs for up to 30 years, extendable by up to 20 and renewable for up to 30. In some engagements the factory stands on the owner's personal SHM land with no lease, or on HGB close to expiry. The fix is a written market-rent lease or a transfer into the company; land contributed as share capital must be valued at market price or by an independent expert under Article 34 of Law 40/2007.
- The ten largest customer and supplier contracts, with change-of-control, exclusivity and termination clauses marked. A large customer that buys only on purchase orders is valued as less certain revenue than a contracted one.
Which employment records change the price?
Employee liabilities travel with the shares, so a buyer calculates them whether or not you have.
- BPJS Kesehatan and BPJS Ketenagakerjaan statements obtained from the agencies and tied to payroll month by month. In some engagements contributions are calculated on basic salary rather than the full wage (BPJS Ketenagakerjaan set the pension wage cap at IDR 11,086,300 a month from March 2026, up from IDR 10,547,400 in 2025), or part of the workforce was never registered.
- Every employment contract, marked PKWT (fixed-term) or PKWTT (permanent). A PKWT must be written in Indonesian and cannot exceed five years including extensions, the limit in Article 8 of Government Regulation 35/2021 that the Constitutional Court restated in Decision 168/PUU-XXI/2023 on 31 October 2024. Rolling contracts past that limit risk reclassification as permanent. The Supreme Court's Circular Letter 1 of 2025 counts severance service from the reclassification but not when it takes effect, so the exposure is a range.
- An employee list with hire dates, ages and monthly wages, which is what the severance and retirement calculation runs on. Under Government Regulation 35/2021, severance reaches nine months' wages after eight years' service, long-service pay reaches ten months after 24 years, and retirement pays 1.75 times the severance amount plus the long-service amount. A hypothetical employee with 20 years' service on IDR 10 million a month who retires is owed 22.75 months' wages, about IDR 227.5 million, before compensation for untaken leave and similar entitlements. In some engagements that obligation, governed by PSAK 219 (formerly PSAK 24), has never been measured.
Who prepares what, and when?
The sequence assumes eighteen months. With six, the steps run in parallel.
- Eighteen to twelve months out (preparation). The owner and finance lead appoint a public accountant for any year that needed an audit and put related-party arrangements on paper at market terms. The tax adviser reviews open years; the Directorate General of Taxes can assess underpaid tax within five years of a liability arising.
- Twelve to nine months out (preparation). The finance lead builds the 36-month management accounts series and the reconciliation. Nobridge reviews it as a buyer's accountant would, drafts the normalisation schedule and turns it into a valuation range the owner can test.
- Nine to six months out (preparation). A notary and local counsel close the corporate gaps, land counsel handles title, and labour counsel reviews the PKWT population and the severance calculation.
- Launch and due diligence. Nobridge assembles the data room and runs the question-and-answer process while the buyer's advisers test the records.
- Signing and closing. Counsel settle the warranties and disclosure letter, the notary executes the deed of transfer, and the board notifies the Minister within 30 days. A foreign buyer's OSS record moves to PT PMA status.
The buyer's side of the same documents is in our due diligence checklist for cross-border Asia acquisitions, and the questions to settle before any valuation starts are in five questions to ask before valuing an owner-managed company for a cross-border transaction.
What does this checklist not decide?
It lists what a buyer will ask for. Whether your statements comply with Indonesian standards is for your auditor, your tax exposure for your tax adviser, land title and PKWT risk for a notary, land deed official or labour counsel, and the sale agreement for transaction counsel. Nobridge's valuation work is transaction-oriented advice for negotiating a sale, and it is not a report by a licensed public appraisal firm (KJPP). Where a KJPP valuation is needed, for instance for land without a market price contributed as share capital, or for certain regulatory and listed-company purposes, that is a separate engagement with a licensed firm.
Two of the rules on this page changed in the last fifteen months and a third is under pressure: GR 28/2025 rewrote licensing in June 2025, GR 20/2026 changed the small-business tax regime in April 2026, and a World Bank report in July 2026 recommended cutting the PKP threshold from IDR 4.8 billion to IDR 500 million. Confirm every threshold on this page with counsel at the point you rely on it.
What should you do first?
Eighteen months or more out, fix the audit and the reconciliation, because the valuation sits on them. Twelve months out, add the land and corporate records, which depend on offices you cannot hurry. If a buyer has already asked for financials, send nothing until the reconciliation exists, and then send the two together. To find out which of these records matter most in your sector and what a buyer will make of your gaps, request a valuation scope call.
Sources and review note
- Law 40/2007 on Limited Liability Companies, English translation, Indonesia Investments
- Indonesia corporate tax administration and other taxes (VAT), PwC Worldwide Tax Summaries, 2026
- World Bank urges Indonesia to cut VAT threshold, Indonesia Investments, 1 August 2026
- Government Regulation 28/2025 update, SSEK Law Firm, 2025
- Termination of employment under the Omnibus Law regulations, Nusantara Legal Partnership
- Constitutional Court Decision 168/PUU-XXI/2023, One Asia Lawyers, 2024
- Severance for reclassified employees (SEMA 1/2025), ATD Law in association with Mori Hamada, 2025
- Government Regulation 18/2021 on land rights (ABNR, 2021); Basic Agrarian Law 5/1960; PSAK renumbering effective 1 January 2024 (KAP TWJ)
Last reviewed 23 September 2026. This article is educational: legal, tax and regulatory points should be confirmed by qualified local counsel before you rely on them, and Nobridge does not provide legal or tax advice.
Frequently Asked Questions
Does my PT need audited accounts before it can be sold?
Yes, where assets or business reach IDR 50 billion or another Article 68 trigger in Law 40/2007 applies, and the general meeting cannot ratify the statements without one. Below that, no audit is legally required, but a buyer will test unaudited numbers against the tax filings, which takes longer and is priced cautiously.
How many years of records does a buyer want?
Three years of financial statements and 36 months of management accounts is the usual request, with 24 to 36 months of month-end working capital. Tax records matter for longer, because the Directorate General of Taxes can issue an underpaid assessment within five years of a liability arising. Corporate records go back to the deed of establishment.
Does Nobridge provide a KJPP or other regulated valuation?
No. Nobridge provides transaction-oriented valuation advice, preparation and coordination for a sale. Where a licensed KJPP appraisal is required, for example for a regulatory or listed-company purpose, it is a separate engagement with a licensed firm, and Nobridge coordinates its timing with the sale.
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