Author: Admin

Queen Law Firm and PT Nanyang Changjie New Materials Formally Enter into a Retainer Legal Services Agreement

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Recently, Queen Law Firm and PT Nanyang Changjie New Materials formally entered into a Retainer Legal Services Agreement at Queen Law Firm’s Jakarta office.

PT Nanyang Changjie New Materials is one of the key entities established as part of the Indonesian investment expansion of Changyou Technology Group Co., Ltd., a publicly listed Chinese company. Under the new engagement, Queen Law Firm will provide ongoing legal support for the company’s operations in Indonesia, including contract management, employment matters, corporate governance, legal compliance, and dispute prevention and resolution.

For us, this engagement is not merely a new retainer appointment. It also reflects the client’s confidence in Queen Law Firm’s experience and professional capability in advising Chinese companies operating and investing in Indonesia.

1. A Retainer Relationship Is Fundamentally Built on Long-Term Professional Trust

Unlike the handling of a single dispute or a specific legal assignment, a retainer relationship requires legal counsel to develop a continuous understanding of the client’s business.

A lawyer must do more than understand the law. In practice, counsel must also understand the client’s business model, internal structure, decision-making process, and the types of risks that may arise in day-to-day operations.

When selecting long-term legal counsel, companies generally do not look only at whether a lawyer can answer an isolated legal question.

More importantly, they need counsel who can properly identify the nature of a problem, understand the commercial context, provide solutions that can actually be implemented, and maintain consistent legal support over time.

This is particularly important for Chinese companies operating in Indonesia.

In practice, companies rarely need only a simple answer as to whether a particular action is legally permissible.

They also need to understand where the legal risk lies, how serious its consequences may be, which matters require immediate action, which risks can be managed through contracts or internal policies, and when a problem may escalate into a matter involving labour authorities, immigration authorities, investment authorities, or other government agencies.

This is one of the core approaches Queen Law Firm adopts in providing retainer legal services.

2. For Chinese Companies in Indonesia, the More Complex Legal Issues Usually Arise During the Operational Stage

Based on our practical experience in recent years, Chinese companies entering Indonesia initially tend to focus on company establishment, investment licensing, KBLI classifications, NIB registration, and permits relating to foreign employees.

Once the company moves into actual operations, however, the legal issues become considerably broader and more complex.

These issues may involve the clarity of internal authority, the relationship between the group and the Indonesian entity, payment terms and default liability under commercial contracts, disciplinary procedures, termination of employment, consistency between the actual duties of foreign personnel and their permits, and the adequacy of documentation and evidence in disputes involving suppliers, contractors, employees, or business partners.

These matters are not isolated from one another.

A poorly drafted contract may later develop into a payment dispute. An improperly handled employment procedure may turn into an industrial relations dispute. A discrepancy between the actual position or duties of a foreign employee and the relevant permit may also create employment and immigration risks.

For companies already operating in Indonesia, legal risk management therefore cannot depend solely on corrective action after a problem has occurred.

Many risks need to be managed at an earlier stage.

3. Queen Law Firm Places Greater Emphasis on Preventive Legal Risk Management

In providing retainer legal services, Queen Law Firm does not regard legal work merely as reviewing contracts or answering routine legal questions.

We place greater emphasis on integrating legal risk management into the company’s ordinary business processes.

Before a contract is signed, it is necessary to identify which clauses are most likely to generate future disputes. Before disciplinary action is taken against an employee, the company should ensure that the required procedures have been properly followed. Before a major commercial arrangement is implemented, the company should determine whether the necessary internal authority and legal basis are in place.

Likewise, before a dispute escalates, the company should already have the necessary documents and evidence properly prepared and preserved.

In many cases, once a matter has developed into litigation, arbitration, a government investigation, or another formal dispute process, the cost of resolution is already significantly higher.

By contrast, where legal issues are addressed from the outset, many risks can either be avoided entirely or managed more effectively.

The real value of a retainer relationship therefore lies not only in solving problems after they arise, but also in preventing those problems from developing into larger legal exposures.

4. Advising Chinese Companies Requires More Than Knowledge of Indonesian Law

This has been one of the clearest lessons from our experience advising Chinese companies in Indonesia.

Chinese and Indonesian companies often differ in management style, decision-making processes, and their understanding of legal and administrative procedures.

Chinese companies generally place strong emphasis on efficiency and speed of implementation. Indonesian law, meanwhile, often places greater importance on procedure, documentation, formal authority, and administrative completeness.

If these differences are not properly managed, they can create significant legal risks.

A decision that has already been made internally may not necessarily satisfy all formal requirements under Indonesian law. Likewise, a commercial arrangement that appears clear to the business parties may not carry the same legal effect if it is not properly documented and supported by sufficient evidence.

For that reason, when advising Chinese companies, we do not merely explain Indonesian legal provisions.

Equally important is translating those legal requirements into practical steps that management can implement.

What documents must be prepared, what decisions require formal approval, what procedures must be followed, what contractual provisions require particular attention, what evidence should be retained, and when management should take legal action.

In practice, these questions are often far more important than merely citing statutory provisions.

5. Main Scope of Legal Services under This Engagement

Under the retainer arrangement, Queen Law Firm will provide ongoing legal support to PT Nanyang Changjie New Materials in accordance with the company’s operational needs in Indonesia.

The services are expected to include general corporate legal advice, drafting and review of commercial contracts, employment matters, corporate governance, business compliance, foreign employee matters, commercial negotiations, and dispute prevention and resolution.

As the company’s activities in Indonesia continue to develop, the scope of legal support may naturally evolve in response to actual business needs.

For long-term legal counsel, the key issue is not how many categories of service are listed in the agreement.

What matters is whether, when the company faces a real problem, counsel can quickly understand the background, accurately assess the legal risk, and provide a practical and workable solution.

6. A Client’s Decision to Establish a Long-Term Relationship Is an Important Form of Professional Recognition

Legal services are ultimately built on trust.

When a company entrusts its contracts, employment matters, corporate management, compliance issues, and potential disputes to one law firm on an ongoing basis, it means that the client is placing confidence not only in the lawyer’s legal knowledge, but also in the lawyer’s judgment, risk assessment, and understanding of the company’s commercial interests.

The appointment of Queen Law Firm as legal counsel to PT Nanyang Changjie New Materials is a form of trust that we greatly value.

A retainer relationship does not end with the signing of an agreement.

That trust must continue to be demonstrated through every legal opinion, every contract review, every negotiation, and every matter handled together.

7. Continuing to Deepen Our Legal Services for Chinese Companies in Indonesia

In recent years, an increasing number of Chinese companies from the manufacturing, new energy, advanced materials, construction, trading, and other sectors have entered the Indonesian market.

At the same time, their legal needs have become increasingly complex.

What begins with investment structuring and company establishment often develops into corporate governance, commercial contracts, employment, foreign workforce matters, operational licensing, compliance, and dispute resolution.

Legal support is therefore no longer limited to a single stage of the investment process. It has become part of the entire business lifecycle of a Chinese company operating in Indonesia.

Queen Law Firm has extensive experience in handling legal matters involving Chinese companies and investors in Indonesia, and this remains one of the principal areas of our practice.

Our engagement with PT Nanyang Changjie New Materials marks the beginning of a long-term professional relationship and forms part of Queen Law Firm’s continued commitment to strengthening its legal services for Chinese enterprises in Indonesia.

We sincerely thank PT Nanyang Changjie New Materials for the trust placed in Queen Law Firm.

We will continue to provide professional, prudent, practical, and business-oriented legal support for the company’s long-term operations in Indonesia.

Our Legal Team Represents a Chinese National in an Indonesian Wildlife Protection Case Entering the Prosecution Stage

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Case Update

According to publicly available information released by Gakkum Kehutanan, a criminal case involving a Chinese national in relation to alleged violations of Indonesian wildlife protection laws has completed the investigation stage and has been transferred to the Public Prosecutor’s Office for prosecution.

Based on the official information disclosed, the matter originated from an inspection conducted by law enforcement authorities at Soekarno–Hatta International Airport. Following the completion of the investigative process, the case has now proceeded to the prosecution stage.

Our legal team has been formally retained by the client and the client’s family and is currently providing legal representation throughout the ongoing criminal proceedings.

Ongoing Legal Representation

The matter is presently under review by the Public Prosecutor’s Office. Our legal team continues to assist the client through legal analysis, review of evidence, submission of legal opinions, and preparation for potential court proceedings.

Under Indonesian criminal procedural law, the transfer of a case to the prosecution stage does not constitute a determination of guilt. The assessment of facts, admissibility of evidence, and criminal liability remains subject to adjudication by the competent court through due judicial process.

We remain committed to safeguarding our client’s legal rights and ensuring full compliance with the principles of due process and fair trial.

Cross-Border Criminal Matters

As international investment, trade, tourism, and mobility continue to expand in Indonesia, legal issues involving foreign nationals have become increasingly complex.

Cases involving foreign nationals often require consideration of:

  • Cross-border legal and regulatory issues;
  • Differences between legal systems and procedural frameworks;
  • Coordination with family members, consular authorities, and other stakeholders;
  • Strategic defense planning at investigation, prosecution, and trial stages;
  • Effective communication across multiple languages and jurisdictions.

Our Practice Areas

Our firm regularly advises and represents foreign individuals and businesses in Indonesia, including matters involving:

  • Criminal defense and litigation;
  • Representation of foreign nationals in criminal proceedings;
  • Regulatory compliance and risk management;
  • Internal investigations and crisis response;
  • International dispute resolution;
  • Consular coordination and family assistance.

Source of Information

The procedural developments described in this article are based on information publicly released by:

Official Press Release of Gakkum Kehutanan

Disclaimer

This article is intended solely to provide information regarding procedural developments in the case and does not constitute any determination regarding the facts, merits, or legal liability of any party.

Any findings of fact or criminal responsibility remain exclusively within the jurisdiction of the competent court and are subject to a final and binding judgment.

Legal Opinion and Compliance Analysis on Indonesian Companies Providing Guarantees for Overseas Projects of Foreign Affiliates

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In cross-border financing and project investment structures, it is common for lenders or investors to require multi-layered credit support. Among these, it has become increasingly common for an Indonesian company to provide a guarantee for a foreign affiliate in respect of an overseas project.

Unlike ordinary commercial guarantees, such arrangements involve multiple legal dimensions, including corporate authority, regulatory compliance, and enforceability. In practice, financial institutions typically require an Indonesian Legal Opinion to confirm the legality, validity, and enforceability of such guarantees.

Queen Law Firm has extensive experience in cross-border transactions of this nature and is able to advise on transaction structuring at an early stage, as well as issue practical and bankable legal opinions under Indonesian law. Set out below is an overview of the key legal considerations and opinion framework.

I. Transaction Structure and Legal Characterization

A typical structure includes:

  1. An offshore entity (usually a parent company or financing vehicle) acting as borrower;
  2. Financing proceeds used for overseas projects or regional investments;
  3. An Indonesian company acting as guarantor, providing a corporate guarantee and/or security over its assets.

The key legal characteristics of such structure are:

  1. The guarantee obligation is assumed by an Indonesian entity, while the financing and project are located offshore;
  2. The benefit to the Indonesian guarantor is often indirect;
  3. Lenders rely heavily on legal opinions to validate enforceability.

Accordingly, the critical issue is not merely the form of the guarantee, but whether it is legally sustainable and enforceable under Indonesian law.

II. Types of Guarantees under Indonesian Law

Indonesian law does not provide a unified regime for cross-border guarantees. Instead, different legal concepts apply depending on the structure.

(i) Personal Guarantee (Borgtocht)

Under Article 1820 of the Indonesian Civil Code (KUHPerdata), a guarantee is an accessory obligation with the following characteristics:

  1. It is dependent on the validity of the principal obligation;
  2. It may be supplementary in nature;
  3. Certain defenses may be contractually waived.

In cross-border financing, lenders typically require waivers of defenses to approximate primary liability.

(ii) Corporate Guarantee

A corporate guarantee is based on the principle of freedom of contract. Its enforceability primarily depends on the legality of the corporate act rather than its classification under civil law.

Key requirements include:

  1. The company has the capacity and authority to enter into the guarantee;
  2. The guarantee complies with the corporate benefit principle;
  3. Internal approvals have been duly obtained.

(iii) Security over Assets (In Rem Security)

Where assets are involved, the following may apply:

  1. Fiduciary security (fidusia) over movable assets;
  2. Mortgage (hak tanggungan) over immovable property;
  3. Pledge (gadai).

Such security interests generally require registration and provide priority rights upon enforcement.

III. Corporate Law Considerations: Corporate Benefit and Authority

(i) Corporate Benefit

Under Indonesian Company Law (Law No. 40 of 2007), directors must act in the best interest of the company.

In the context of guarantees for overseas projects, it is essential to establish:

  1. Whether the financing directly or indirectly benefits the Indonesian company;
  2. Whether the company derives value from group-level financing arrangements;
  3. Whether a guarantee fee or other consideration is provided;
  4. Whether there is operational dependency between the entities.

Failure to demonstrate corporate benefit may result in the guarantee being challenged as an ultra vires act.

(ii) Corporate Approvals

The following approvals are typically required:

  1. Board of Directors approval;
  2. Shareholders’ approval, where required (e.g., material transactions or as stipulated in the Articles of Association);
  3. Proper authorization of signatories.

The completeness of corporate approvals is a key factor in determining enforceability.

(iii) Directors’ Duties

Directors are subject to fiduciary duties, including duties of care and loyalty. Failure to properly assess risks or comply with procedures may expose directors to liability.

IV. Related Party Transaction Considerations

Where the beneficiary of the guarantee is an affiliated party (pihak afiliasi), additional scrutiny applies:

  1. Whether there is a conflict of interest;
  2. Whether the terms are commercially reasonable;
  3. Whether additional approvals or disclosures are required;
  4. Whether an independent fairness opinion is necessary.

These factors are often reviewed during financing due diligence and audits.

V. Foreign Exchange and Regulatory Compliance

(i) External Debt Reporting

Where the guarantee relates to offshore borrowing, the Indonesian company may be required to:

  1. Register the transaction with Bank Indonesia;
  2. Submit periodic reports.

(ii) Prudential Requirements

Certain transactions may be subject to:

  1. Hedging requirements;
  2. Liquidity ratios;
  3. Credit rating considerations.

Although a guarantee is contingent in nature, it may still impact regulatory assessment.

VI. Enforcement and Practical Considerations

(i) Governing Law and Enforcement

Guarantee documents are often governed by foreign law. However:

  1. Indonesian courts do not automatically recognize foreign court judgments;
  2. Enforcement in Indonesia generally requires local proceedings or reliance on arbitration awards.

(ii) Scope of Legal Opinion on Enforceability

In practice, an Indonesian legal opinion will:

  1. Confirm validity and binding nature under Indonesian law;
  2. Provide qualified statements on enforceability;
  3. Not give an unqualified confirmation on the direct enforcement of foreign judgments in Indonesia.

VII. Scope of Indonesian Legal Opinion

In issuing a legal opinion for such transactions, we typically review the following:

(i) Corporate Status

  1. The company is duly incorporated and validly existing;
  2. The Articles of Association permit the provision of guarantees;
  3. There are no prohibitions restricting such actions.

(ii) Corporate Authorization

  1. Required board and shareholder approvals have been obtained;
  2. Authorization documents are valid;
  3. Signatories are duly authorized.

(iii) Corporate Benefit Analysis

  1. The guarantee serves a legitimate corporate purpose;
  2. There is a reasonable commercial rationale;
  3. Legal risks are properly assessed.

(iv) Legal Validity (Legally Binding)

  1. The guarantee constitutes a valid and binding obligation;
  2. No grounds for invalidity or avoidance are present;
  3. No violation of mandatory law.

(v) Enforceability

  1. The guarantee is enforceable under Indonesian law;
  2. Potential enforcement limitations are identified;
  3. Enforcement pathways are analyzed.

VIII. Conclusion

Based on Indonesian law and subject to the fulfillment of corporate benefit, corporate approvals, and regulatory compliance:

  1. An Indonesian company may, in principle, provide a guarantee for an overseas project of a foreign affiliate;
  2. Upon proper authorization, such guarantee constitutes a valid and legally binding obligation;
  3. The actual enforceability will depend on the chosen enforcement mechanism and applicable procedures.

We recommend that a full legal due diligence be conducted prior to execution, and a formal legal opinion be issued based on the finalized transaction documents.

IX. Selected Project Experience

(i) Energy Project Financing

  1. Offshore financing supporting Indonesian energy projects;
  2. Corporate benefit established through fund flow and counter-guarantee structures;
  3. Successful completion of approvals and regulatory assessment;
  4. Financing closed with lender acceptance.

(ii) Manufacturing Group Financing Support

  1. Indonesian entity providing guarantee for group financing;
  2. Introduction of guarantee fee and related party analysis;
  3. Strengthened corporate approvals;
  4. Accepted by lenders and auditors.

(iii) Trade Finance Structure

  1. Short-term cross-border financing with Indonesian guarantee;
  2. Implementation of maximum guarantee cap;
  3. Centralized shareholder approval;
  4. Structurally compliant for multiple drawdowns.

X. Closing Remarks

Providing guarantees by Indonesian companies for overseas projects of foreign affiliates is legally permissible but requires careful structuring and strict compliance.

The key lies in achieving alignment among corporate benefit, corporate governance, and regulatory requirements.

Queen Law Firm is well-positioned to support such transactions by combining legal structuring with practical execution, and by delivering legal opinions that meet international financing standards.

For further discussion, we are available to review your specific transaction structure and provide tailored legal advice and formal opinions.

ANNUAL REVIEW 2025 – QUEEN LAW FIRM

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The year 2025 marked a year of steady consolidation and advancement for QUEEN LAW FIRM in its development as a professional, structured, and internationally oriented law firm. Throughout the year, we continued to refine our integrated legal service system, covering cross-border commercial matters, contract drafting and review, legal opinions and due diligence, criminal and civil litigation, as well as retainer legal counsel services.

We were honored to serve numerous global multinational corporations, Chinese Central State-Owned Enterprises (SOEs), and large corporate groups, delivering legal services that emphasize compliance, risk control, and practical enforceability.

I. Strengthening Cross-Border Commercial Legal Services

In 2025, QUEEN LAW FIRM focused on cross-border commercial matters involving foreign investment, joint ventures, mergers and acquisitions, and complex business structures.

Our approach ensures that each transaction structure is:

  • legally compliant,

  • commercially viable, and

  • practically enforceable.

This enables clients to manage legal risks effectively in cross-border operations.

II. Contract Drafting and Review with a Transaction-Driven Approach

Contracts serve as the legal embodiment of transaction structures and risk allocation. During 2025, QUEEN LAW FIRM provided bespoke, non-template-based contract drafting and review services, including:

  • Joint venture and shareholders’ agreements

  • M&A transaction documents and ancillary agreements

  • Long-term commercial, supply, distribution, and framework agreements

  • Service, technology, and project-related contracts

Our review goes beyond textual revisions, focusing on rights and obligations, risk allocation, default mechanisms, dispute resolution, and enforceability. Even under tight timelines, contracts were delivered efficiently without compromising legal integrity.

III. Legal Opinions and Legal Due Diligence for Chinese Central SOEs

(i) Legal Opinions

QUEEN LAW FIRM was engaged to issue legal opinions for Chinese Central SOEs and large state-backed enterprises in connection with overseas investments, financing, and strategic transactions.

These opinions supported:

  • internal decision-making,

  • compliance and audit processes, and

  • transaction execution and project implementation.

Many were completed under compressed decision timelines while maintaining a high standard of legal prudence.

(ii) Legal Due Diligence

We led and participated in legal due diligence exercises covering:

  • corporate structure and ownership history,

  • material contracts and guarantees,

  • regulatory compliance and administrative risks,

  • employment, potential disputes, and asset ownership.

Due diligence findings were directly integrated into transaction structures and risk mitigation mechanisms.

IV. Criminal Litigation and Risk Management

Throughout 2025, QUEEN LAW FIRM handled a range of criminal matters, including economic crimes, cross-border cases, and matters involving criminal–civil overlap.

Our approach emphasizes procedural safeguards, evidentiary standards, and early-stage legal intervention to contain criminal exposure and protect clients’ business and personal interests.

V. Civil and Commercial Litigation / Arbitration

QUEEN LAW FIRM represented clients in high-value, complex civil and commercial disputes, including:

  • contract and investment disputes,

  • shareholder and corporate control disputes,

  • cross-border breach and enforcement matters.

Our dispute resolution strategy remains outcome-oriented, with strong emphasis on enforceability.

VI. Retainer Legal Counsel Services

Our retainer services provide ongoing legal support in:

  • daily operational compliance,

  • contract review and negotiations,

  • corporate governance,

  • employment and compliance investigations,

  • urgent legal issue response.

This enables clients to shift legal risk management toward a preventive and strategic model.

VII. Efficient Response to Time-Critical Matters

Clients frequently require expedited legal support due to commercial timelines or regulatory windows. QUEEN LAW FIRM operates with a mature workflow and experienced judgment, allowing us to deliver high-quality legal work within compressed timeframes, without sacrificing accuracy or reliability.

VIII. Closing and Appreciation

The most meaningful achievement of QUEEN LAW FIRM in 2025 lies in the long-term trust established with our clients. We extend our sincere appreciation to all clients for their continued confidence and collaboration.

Looking ahead to 2026, QUEEN LAW FIRM remains committed to serving as a stable, reliable, and solution-oriented legal partner in an increasingly complex global business environment.

Queen Law Firm Assists Haidilao’s Project in Indonesia — Empowering Chinese Brands to Go Global

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As globalization accelerates, more and more Chinese enterprises are expanding into Southeast Asia. As a leading brand in China’s restaurant industry, Haidilao has taken another significant step in its global expansion with its project in Indonesia.

Queen Law Firm is honored to have been entrusted to provide legal support and professional advisory services for this project, ensuring smooth progress and compliance throughout. With deep insight into cross-border investment regulations and a precise understanding of both Chinese and Indonesian business environments, we are committed to building a solid, secure, and efficient legal foundation for our clients’ long-term development.

This collaboration reflects Haidilao’s strong confidence in Queen Law Firm’s expertise and international capabilities, further reinforcing our leadership position in the China–Indonesia legal service sector.

“Professionalism builds trust;
Global vision drives progress.”

Queen Law Firm will continue to uphold integrity, precision, and excellence, providing comprehensive legal support to help more Chinese enterprises thrive in the international market.

Queen Law Firm: Your Trusted Partner for Foreign Investment in Indonesia

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Entering the Indonesian market offers significant opportunities, but it often also presents its own challenges. Dynamic regulations, import licensing complexities, tax management, and compliance with local policies are not easy to handle without the right expertise. Queen Law Firm is here to ensure that your steps as a foreign investor in Indonesia are efficient, smooth, and legally protected.

Why Do You Need Queen Law Firm?
As a foreign investor, you will inevitably face key questions such as:

  • How can you establish a Foreign Investment Company (PMA) legally, efficiently, and without obstacles?

  • What should you do if the products you import into Indonesia are subject to quota restrictions or specific technical regulations?

  • How can you obtain Value Added Tax (VAT) refunds quickly and securely?

These questions are our main focus. Our team of experts—consisting of corporate, fiscal, customs, and tax law professionals—is ready to provide you with practical and strategic solutions.

Comprehensive Support for Your PMA Establishment and Operations
Queen Law Firm understands that establishing a PMA goes beyond administrative formalities. We assist you from the very beginning: determining the right business structure, the ideal shareholding composition, and the appropriate KBLI codes that match your business sector.
We ensure that every stage of your company’s establishment complies with the latest legal requirements, including the Investment Law, the Omnibus Law (Job Creation Law), and the Online Single Submission (OSS-RBA) system. Our goal is simple: to ensure your business is legally protected, so you can focus on growth without worrying about legal risks.

Expertise in Navigating Import Rules and Quotas
Importing certain goods into Indonesia—such as solar mounting structures—often faces barriers in the form of quotas or specific technical recommendations from the relevant ministries. Queen Law Firm has extensive experience in helping foreign investors accurately identify the Harmonized System Code (HS Code) for their products.
Why is this important? Because accurate HS Code classification determines import duty rates, tax treatment, and whether your goods are subject to restrictions or freely allowed into Indonesia. Our team will provide precise regulatory research, direct consultation with the Directorate General of Customs and Excise, and legal assistance in obtaining technical recommendations from relevant ministries, such as the Ministry of Industry and the Ministry of Energy and Mineral Resources (ESDM).

Fast and Secure VAT Refund Strategies
One of the main challenges for PMAs is managing VAT refunds for import and domestic trade transactions. At Queen Law Firm, our tax experts have in-depth knowledge of VAT refund procedures under the latest regulations, particularly Regulation of the Minister of Finance No. 209/PMK.03/2021. We ensure that you can obtain refunds optimally and in full compliance with the law.
We will assist you in:

  • Preparing complete and accurate tax documents.

  • Ensuring timely filing of VAT returns.

  • Managing VAT refund administration efficiently through the electronic system of the Directorate General of Taxes (DJP).

  • Avoiding audit risks and administrative sanctions arising from non-compliance in VAT management.

Long-Term Strategic Legal Partnership
Queen Law Firm is not just a law firm assisting you during the establishment phase. We act as your strategic partner, providing long-term legal support. We offer regular legal audits, strategic consultations for business expansion planning, and guidance in responding to regulatory changes.
We believe that your investment success in Indonesia is determined not only by capital or product quality but also by the right legal and fiscal strategies from the very beginning.

Partnering with Queen Law Firm: The First Step to Your Business Success
We understand that every business has its own uniqueness. Therefore, we provide a personalized, responsive, and solution-oriented approach. Don’t let regulatory and tax complexities become a barrier to your business in Indonesia.
Contact us today for a free initial consultation. Our team is ready to provide you with analysis and initial recommendations that will help you make business decisions with confidence and legal protection.
With Queen Law Firm, your investment in Indonesia is no longer just an opportunity—it is a guaranteed success.

Legal Retainer: A Strategic Investment for Foreign Investment Companies (PMA) in Indonesia

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A. Introduction

For foreign investors establishing or expanding their business in Indonesia, the greatest challenge is often not capital or market access, but the ability to understand and comply with Indonesia’s complex legal and regulatory framework.
Indonesia’s legal system is unique—a combination of national laws, regional regulations, and sectoral policies that may change at any time.
For Foreign Investment Companies (PMA), consistent legal assistance is not only about fulfilling compliance requirements but also about ensuring smooth business operations. One of the most effective solutions is engaging a legal retainer.

B. What is a Legal Retainer and Why is it Important for PMAs?

A legal retainer is a long-term cooperation between a company and a law firm, where the company pays a fixed fee (monthly or annually) in exchange for ongoing legal services within an agreed scope.
For PMAs, this is equivalent to having an external legal department that is always ready to assist—from establishment, daily operations, to dispute resolution.

Key benefits of a legal retainer for PMAs include:

  • Legal certainty from the start: Guidance on company structure, shareholding composition under the Positive Investment List, business licensing through OSS-RBA, and sectoral permits.

  • Ongoing operational support: Contract review, regulatory monitoring, labor relations advice, and preventive dispute handling.

  • Company Regulations (PP) compliance: Drafting and updating Company Regulations in line with the Manpower Law/Job Creation Law, and securing approval from the local Labor Office. This protects the company’s interests while providing clarity for employees.

  • Cost efficiency: More economical than hiring a full-time in-house legal team, as the retainer covers access to experienced lawyers across multiple legal areas.

  • Consistency and in-depth understanding: The retainer develops knowledge of the company’s business model and strategy, allowing for precise and practical legal advice.

C. Two Stories, Two Outcomes: PMA Journeys in Indonesia

Imagine two foreign investment companies entering the same industry with similar capital and business plans.
The only difference:

  • Company A engaged a legal retainer before establishment.

  • Company B handled legal matters on its own and only sought lawyers when problems arose.

1. The Beginning: Establishment

  • Company A was guided from the start: structure aligned with investment regulations, legal documents complete, licenses issued on time, and Company Regulations (PP) drafted early to govern employment clearly.

  • Company B faced repeated license rejections, non-compliant documents, and lacked PP, causing internal confusion and months of delay.

2. Growth Stage: Operations

  • Company A reviewed contracts with the retainer team, complied with new regulations, and updated its PP every two years. Supplier disputes were resolved through preventive negotiation.

  • Company B entered into a disadvantageous distribution contract without legal review. PP was only prepared after an inspection by the Labor Office, forcing mid-course adjustments.

3. Crisis Stage: The Real Test

  • Three years later, Company A faced a major dispute. With well-maintained documentation and clear PP, its retainer quickly prepared a resolution strategy. A settlement was reached without damaging business relations.

  • Company B sought legal help only after the dispute escalated. With incomplete documents and inadequate PP, resolution consumed excessive time and costs.

4. Lessons from Two Companies
The difference in outcome was not determined by capital or product, but by legal planning and consistent support.

  • Company A treated the legal retainer as a strategic investment to protect the business, address risks swiftly, and save costs compared to building an internal legal team.

  • Company B delayed legal management and ended up paying a higher price—financially and reputationally.

D. Common Legal Retainer Services for PMAs

A legal retainer for PMAs typically covers:

  1. Licensing assistance—applications and renewals.

  2. Drafting and reviewing domestic and international contracts.

  3. Drafting, revising, and securing approval of Company Regulations (PP) or Collective Labor Agreements (PKB).

  4. Labor law advice and handling of industrial relations disputes.

  5. Intellectual property protection—trademarks, patents, industrial designs.

  6. Tax compliance, including optimization of fiscal incentives for foreign investors.

  7. Dispute resolution strategies—litigation and alternative dispute resolution (ADR).

E. Conclusion: Choosing a Retainer is Choosing Business Security

In today’s fast-moving and challenging business environment—especially in a complex market like Indonesia—a legal retainer is not just a service provider but a long-term strategic partner.

With predictable costs, PMAs gain:

  • Legal protection from the very beginning.

  • Clear and enforceable Company Regulations to manage employment relations.

  • Rapid response when issues arise.

  • Peace of mind to focus on business growth.

A legal retainer ensures that a company not only complies with the law but is also prepared to seize opportunities and avoid hidden risks.
The question is no longer “Do we need a legal retainer?”, but rather “How prepared are we to prevent risks from the start?”

Foreign Nationals and Criminal Liability in Indonesia: Why You Need a Local Legal Counsel Who Speaks Your Language

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With Indonesia’s growing economy and increasingly open investment and labor markets, the number of foreign nationals residing and working in Indonesia continues to rise. However, behind this opportunity lies a real risk—many foreigners find themselves entangled in criminal legal issues, whether due to a lack of knowledge about the Indonesian legal system, administrative mistakes, or falling victim to fraud or criminalization schemes.

Having represented numerous foreign clients, Queen Law Firm understands that the most fundamental need for a foreign national facing legal troubles is to have a local legal counsel who not only understands the Indonesian legal system in depth but also communicates fluently in the client’s native language, including Mandarin.

A. Common Criminal Offenses Faced by Foreign Nationals

Based on our observation and experience, the following types of criminal cases are the most common among foreign nationals, whether as suspects or victims:

1. Immigration Violations
The most frequent issues include:

  • Overstaying visa validity

  • Misusing visas (e.g., using a tourist visa for work or business)

  • Entering or exiting Indonesia without proper documentation

These are governed by Law No. 6 of 2011 on Immigration and may result in administrative sanctions (fines, deportation) or criminal penalties (imprisonment).

2. Drug Offenses
Indonesia enforces a strict zero-tolerance policy against narcotics. Many foreign nationals are prosecuted due to:

  • Carrying luggage unknowingly containing narcotics

  • Serving as couriers without knowledge of the content

  • Consuming drugs legal in their home countries but classified as narcotics in Indonesia

Law No. 35 of 2009 on Narcotics prescribes severe penalties, including the death penalty for serious offenses such as trafficking or smuggling.

3. Fraud and Illegal Investment Schemes
Foreign nationals may fall victim to fraud or, in some cases, are countersued by their local partners for:

  • Embezzlement

  • Fraud in investment cooperation

  • Violating business license requirements or operating in restricted sectors

Such charges are usually prosecuted under Article 378 (Fraud) or Article 372 (Embezzlement) of the Indonesian Penal Code.

4. Violence and Private Disputes
Foreign nationals may also be involved in:

  • Domestic violence (KDRT)

  • Fights or altercations

  • Minor assaults

  • Sexual harassment allegations often stemming from cultural misunderstandings

Without adequate understanding of local customs and legal procedures, these cases can become highly complicated and risky to the individual’s reputation and liberty.

5. Violations of Public Morality or Ethics
Indonesian law, including the Penal Code and regional regulations, still recognizes offenses such as:

  • Adultery

  • Indecent acts

  • Violations of public morality

Actions deemed acceptable in the foreigner’s home country may be considered criminal under Indonesian law.

B. Why Foreign Nationals Are Vulnerable to Criminal Prosecution

1. Lack of Legal Awareness
Many foreign nationals arrive in Indonesia without receiving proper legal orientation. The difference between legal systems often leads to serious misunderstandings.

2. Language and Cultural Barriers
Legal proceedings are conducted entirely in Bahasa Indonesia. Without a lawyer or interpreter fluent in the client’s language, the risk of misinterpretation and inadequate legal defense increases.

3. Procedural Missteps During Police Examination
Foreigners often undergo police questioning without legal assistance, despite having the right to be accompanied. This can lead to unintended confessions or signing documents without understanding their implications.

4. Complex and Evolving Administrative Regulations
Immigration, business licensing, and tax regulations frequently change. Administrative non-compliance may escalate into criminal matters if not handled properly.

C. Why You Need a Local (and Mandarin-Speaking) Legal Counsel

Dealing with the Indonesian criminal justice system requires the right legal strategy, smooth communication with law enforcement, and maximum protection of your legal rights. This is why it’s crucial to appoint competent local legal counsel who speaks your language.

Queen Law Firm offers:

  • Licensed and experienced attorneys in criminal law and foreign national assistance

  • In-house staff and sworn translators fluent in Mandarin, ensuring you fully understand legal proceedings

  • A strategic and proactive legal approach

  • Broad connections with legal institutions and government agencies, facilitating communications with Prosecutors, Police, Immigration, and Correctional Facilities

D. What We Do: Step-by-Step Handling of Your Case

If a foreign client faces criminal charges, Queen Law Firm will:

1. Initial Assessment and Case Review
Conduct a factual and legal evaluation of the case and assess the urgency of legal action.

2. Develop Legal Strategy and Provide Full Representation
This includes attending police examinations, preparing legal defenses, and handling the case through trial.

3. Coordinate with Family and Embassy Representatives
Maintain lawful and effective communication with your country’s embassy or consular office.

4. File Further Legal Remedies if Needed
Including objections (eksepsi), defense briefs (pledoi), appeals (banding), or even judicial review (peninjauan kembali).

E. Conclusion: Protect Yourself with the Right Legal Counsel

Indonesia’s criminal law system has its own particular characteristics and often differs significantly from that of your home country. Facing legal issues without a competent local lawyer is a highly risky decision.

If you or someone you know is a foreign national facing criminal proceedings in Indonesia—or seeking to mitigate legal risks in advance—Queen Law Firm is here to help. Contact us and secure your legal protection in a language you understand.

Foreign Investment in Indonesia: A Practical Guide to Establishing a Foreign Investment Company Made Simple

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Indonesia is undergoing a major transformation in its investment landscape. Various legal reforms and licensing simplifications have opened up new opportunities for foreign investors to inject capital more easily, securely, and strategically. This article presents a practical overview of how to establish a Foreign Investment Company (PMA), based on the latest positive laws in Indonesia, summarized from an exclusive eBook prepared by the Queen Law Firm team.

A. Why Indonesia?

Indonesia is not only a large market—with over 275 million people and a rapidly growing middle class—but also a country strongly oriented toward investment growth. Since the enactment of the Job Creation Law and the launch of the OSS-RBA (Online Single Submission – Risk-Based Approach) system, the government has demonstrated a clear commitment to bureaucratic simplification and legal certainty.

The realization of foreign investment (PMA) in 2024 reached IDR 744 trillion, reflecting strong global investor confidence. Key sectors include technology manufacturing, new and renewable energy, digital logistics, and private healthcare.

B. Legal Structure Every Investor Must Understand

To establish a PMA, investors must understand the following legal framework:

  • Law No. 25 of 2007 on Investment, which guarantees legal certainty and asset protection for foreign investors.

  • The Job Creation Law and its derivatives, which streamline licensing through OSS-RBA and shift from the Negative Investment List to the Positive Investment List (DPI).

  • Sectoral regulations, which must still be considered for certain fields such as energy, health, education, and financial services.

Business Form Options
PMA is generally established in the form of a Limited Liability Company (PT) with foreign capital, requiring a minimum capital of IDR 10 billion and an initial paid-up capital of IDR 2.5 billion. Another option is setting up a Foreign Representative Office (KPPA), which is not permitted to engage in commercial activities but may conduct promotion, research, and supervision.

Location and KBLI Classification
Business location must align with the Spatial Detail Plan (RDTR) and have a KKPR. The business sector must match the correct KBLI (Indonesian Standard Industrial Classification) code to avoid rejection by the OSS system.

C. OSS-RBA System: Convenient but Not to Be Taken Lightly

OSS-RBA is a centralized, risk-based system. Each business sector is classified as low, medium, medium-high, or high risk—determining the type of license required.

Although OSS can be accessed directly by business actors, many foreign investors face challenges such as:

  • Incorrect KBLI input.

  • Data mismatches with the deed of establishment.

  • Additional permits required by sectoral ministries.

In practice, legal professional assistance ensures process accuracy and smooth compliance.

D. Don’t Miss Government Incentives and Facilities

Indonesia offers a range of fiscal and non-fiscal incentives, including:

  • Tax Holiday for up to 20 years.

  • Tax Allowance up to 30% of the investment value.

  • Exemption of import duties and VAT not collected.

  • Facilitated employment of foreign workers and expedited licensing in Special Economic Zones (KEK).

Eligibility requires alignment with national priority sectors and complete, valid documentation.

E. Legal Risks and Obligations That Must Not Be Ignored

Once established, a PMA must:

  • Submit Investment Activity Reports (LKPM) regularly.

  • Comply with foreign manpower regulations.

  • Fulfill environmental and zoning permits.

  • Adhere to tax rules and transfer pricing obligations.

  • Avoid nominee structures, which are prohibited.

Risks such as incorrect KBLI classification, illegal land status, or poorly drafted contracts can lead to license revocation or legal disputes.

F. 7 Key Tips for Foreign Investors

  1. Check the DPI (Investment Priority List) and suitable KBLI code.

  2. Choose a location compliant with RDTR and obtain KKPR.

  3. Plan your capital and shareholding structure early.

  4. Validate all legal documents before OSS submission.

  5. Use a certified notary and sworn translator.

  6. Submit LKPM reports on time and consistently.

  7. Consult incentives early—Tax Holiday, Tax Allowance, or KEK benefits—so you don’t lose out on eligible rights.

G. When Do You Need Professional Help?

Although OSS-RBA is publicly accessible, technical complexities, sectoral variations, and the importance of legal strategy drive many foreign investors to retain a corporate law firm for full support. Proper legal assistance not only ensures compliance but accelerates business setup and strengthens investor positioning.

Queen Law Firm is your trusted legal partner for entering the Indonesian market lawfully, securely, and efficiently. With broad experience across sectors, we help simplify the complex legal process into actionable results.

Contact us for an initial, non-citation consultation. We’ll help you set the right direction before you invest further.

The Importance of Halal Certification in Indonesia and the Strategic Role of Legal Professionals

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With the rapid growth of the global Muslim consumer market, Indonesia — home to the world’s largest Muslim population — holds a strategically vital position in the halal product industry. Law No. 33 of 2014 on Halal Product Assurance and its implementing regulations have established a comprehensive national legal framework for halal certification. Since the issuance of Government Regulation No. 42 of 2024, the Indonesian government has accelerated the mandatory halal certification regime, making it a critical “market entry threshold” for many businesses.

I. Halal Certification: More Than Compliance, a Competitive Edge

For businesses in the food, beverage, cosmetics, pharmaceuticals, chemicals, fashion, logistics, and catering industries, obtaining halal certification in Indonesia is not only a legal requirement but a key strategic move. In Indonesia, the halal label is a symbol of consumer trust, product quality, and religious adherence. It significantly enhances brand competitiveness, expands market share, and strengthens Muslim consumer loyalty.

Moreover, Indonesia’s halal system has extraterritorial effect: products manufactured outside Indonesia but marketed within the country must still comply with Indonesian halal regulations. Foreign businesses that fail to address halal compliance adequately may face market access barriers, product recalls, and even administrative penalties.

II. The Vital Role of Legal Professionals in the Halal Certification Process

Although the technical processes of certification are handled by BPJPH and accredited halal inspection bodies (LPH), legal professionals play a crucial role in shaping and safeguarding the overall compliance strategy. Their involvement is indispensable at several key stages:

1. Structuring Compliance and Identifying Legal Risks

Lawyers assist businesses in designing a halal compliance framework from the outset, including reviewing supply chain contracts, distribution agreements, and raw material procurement policies to ensure they align with halal principles, while identifying any underlying legal risks.

2. Regulatory Communication and Liaison

Halal certification involves ongoing engagement with BPJPH, LPPOM MUI, and relevant regulatory ministries. Lawyers with in-depth knowledge of Indonesian law and administrative procedures serve as vital intermediaries, ensuring smooth communication and preventing procedural misunderstandings or delays.

3. Document Review and Legal Translation

The certification process requires comprehensive legal documentation, such as declarations of compliance, standard operating procedures (SOPs), ingredient lists, and production flowcharts. Lawyers ensure these documents are legally sound and provide certified legal translations that meet the expectations of authorities.

4. Handling Disputes and Administrative Remedies

If a company’s application is rejected or delayed, lawyers can guide and execute legal remedies such as administrative appeals, objections, or litigation strategies where appropriate.

III. Queen Law Firm in Action: End-to-End Legal Support for International Halal Certification

As a cross-border law firm deeply engaged in the Indonesian market, Queen Law Firm has successfully assisted numerous foreign companies from China, Singapore, South Korea, Japan, and Germany in obtaining halal certification in Indonesia. We recognize that each client’s compliance culture and business structure is unique; therefore, we apply a tailored legal services approach to ensure both legal certainty and operational feasibility.

Our services go beyond the certification process — we also provide post-certification compliance support, including regulatory updates, legal advice on supply chain changes, market inspection response strategies, and assistance with administrative enforcement. Our goal is to help clients maximize the commercial value of halal compliance in a sustainable way.

Conclusion

In the era of a growing global halal economy, halal certification in Indonesia is not merely an administrative formality but a strategic license to enter and thrive in the ASEAN market. In this complex intersection of compliance and opportunity, systematic legal involvement is the foundation for a company’s lawful, efficient, and competitive operations.

Queen Law Firm, as a legal advisor with extensive experience in the Indonesian regulatory landscape, remains committed to delivering strategic, responsive, and pragmatic solutions in halal certification — empowering clients to lead confidently in the global halal economy.