Author: Dr. Guan Yue

The Structure of The Legal Opinion (LO)

So far, Queen Law Firm has issued Legal Opinions for many companies around the world, including online games, mining, tourism, transportation, virtual currency, real estate development, international trade, medical equipment, company listing, new energy, high-speed rail, securities, etc. for many industries and uses. Today, Queen Law Firm would like to summarize the composition of a Legal Opinion, so enterprises and individuals interested in Legal Opinion can better understand the professionalism and importance of Legal Opinion.

A Legal Opinion is a professional legal document that gives detailed legal answers to one or more issues on the basis of studying existing laws and regulations. The role of Legal Opinion is very important. It can ensure that enterprises avoid possible legal risks when conducting certain commercial activities, and obtain the maximum profit at the minimum cost within the scope permitted by law. Legal Opinions are generally divided into the following five parts:

  1. Legal Basis
    This part lists the current laws and regulations that will be used in the Legal Opinion. Because all opinions in the Legal Opinion will be given based on these laws and regulations.
  2. Chronology of Facts
    This part is a statement of some facts, such as the basic situation of the client, the legality of the documents and materials submitted by the client, and so on.
  3. Problem Identification
    This part will list the questions that the Legal Opinion will answer.
  4. Legal Opinion
    This part will provide legal professionals and detailed answers to the questions raised by the client in accordance with applicable laws and regulations, and give corresponding suggestions. In this part, there will be a rigorous legal logic system. By analyzing various legal articles related to the issue, the rationality and legality of the legal opinion will be determined. For individual types of Legal Opinions, there will also be case analysis, government policy research, etc.
  5. Conclusion
    In this part, the answers to the questions will be listed again in a summary manner, so that client can refer to them in later operations.

It can be seen that a good Legal Opinion has a rigorous system. Because a good Legal Opinion must be able to maximize the protection of the interests of the client. It can be said that a good Legal Opinion is the compass for the enterprise in the process of implementing the plan.

Requirements for Letter of No Objection to Marriage

Chinese citizens domiciled in Indonesia and Indonesian citizens have registered their marriage with the Indonesian population department. At the request of the Indonesian population department, Chinese nationals can apply for a “Letter of No Objection to Marriage”. To apply for a marriage certificate without objections, you will need to prepare the following materials:

  1. Original and copy of foreigner’s passport;
  2. Foreigners at the domestic notary office issue a “notarization of unmarried information” and to the Consular Department of the Ministry of Foreign Affairs or local foreign offices, Indonesian embassies and consulates in China to carry out “double certification”;
  3. Original and copy of Kitas Foreigner;
  4. Foreign companies working in Indonesia issue evidence that they work in Indonesia;
  5. Proof of entering a foreigner’s religion (depending on the religion of the Indonesian citizen);
  6. Original passport and copy of Indonesian passport;
  7. Original evidence from single letter of Indonesian citizen (civil registration/KUA);
  8. The original household registration card (KK) and a copy of the Indonesian citizen;
  9. Each is handwritten in one copy at the time of introduction and signed and dated (Contents: time, when and where to get acquainted, how to get acquainted, duration of communication between the two parties, language of communication between the two parties, whether you have met each other’s family members others, do you know each other’s family situation, whether the Indonesian citizen concerned has ever visited China, do you intend to stay in Indonesia after marriage, etc.);
  10. 3 photos together (better if you can attach a photo of the meeting with parents).

*Embassies and Consulates will not issue a “Letter of No Objection to Marriage” for Chinese nationals who come to Indonesia temporarily or for a short period of time.

*After the initial inspection, the Embassy may ask you to provide other relevant supporting materials according to your situation.

Electronic System Operator (PSE)

Recently, much news has appeared in the media regarding the Electronic System Operator (PSE) regulations that threaten several large companies such as Google, Facebook, Instagram, and others. The Ministry of Communication and Information (Kemenkominfo) threatened to block all companies that have not registered for the Private Scope Electronic System Operator (PSE) launched by Kominfo.

Before we discuss further PSE, it’s good that we first know what PSE is. According to the official website of the Ministry of Communication and Information, Electronic System Operator (PSE) is every person, state administrator, business entity, and community that provides manages, and/or operates an electronic system individually or jointly to users of electronic systems for their own needs and/or needs of other parties.

Then who should register the PSE? According to the Regulation of the Minister of Communication and Information Number 5 of 2020, those who are obliged to register PSE are Portals, sites, or applications on the network via the internet that are used to:

  1. Provide, manage, and/or operate the offer and/or trade of goods and/or services;
  2. Provide, manage, and/or operate financial transaction services;
  3. Delivery of paid digital materials or content through the data network either by way of downloading through portals or websites, send by electronic mail, or through other applications to the user’s device;
  4. Provide, manage, and/or operate communication services including but not limited to short messages, voice calls, video calls, electronic mail, and online conversations in the form of digital platforms, network services, and social media;
  5. Search engine services, Electronic Information provision services in the form of writing, sound, images, animations, music, videos, films, and games or a combination of some and/or all of them; and/or
  6. Personal data processing for operational activities to serve the public related to Electronic Transaction activities.

The obligation to register the Private Scope PSE must be carried out before the Electronic System begins to be used by Electronic System Users.

The Role and Function of Retainer

The term retainer may be foreign to most people, so there are still many people who question whether it is a retainer? The retainer is a legal relationship between a lawyer and his client where the legal relationship is continuous and continuous in general, the legal relationship is carried out for a minimum of one year, so it can be said that the Retainer is a Permanent Legal Counsel.

Basically, Retainers can be used by companies or individuals before a legal problem occurs or after a legal problem occurs, with the function of protecting the company so that legal problems do not occur.

The function of the retainer for the company is as a legal consultant who can handle litigation and non-litigation cases including:

Litigation

In litigation cases, the retainer can help the client represent, accompany and provide legal assistance as a plaintiff or defendant, petitioner or respondent, and as a witness in a civil case while in a criminal case the retainer can help a client represent, assist and provide legal assistance as a reporter or the reported, suspect or defendant in a legal case.

Non-litigation

In non-litigation cases, the retainer functions as a legal advisor who provides legal explanations and views in accordance with Indonesian law relating to companies.

The scope of the retainer in non-litigation includes making agreements, reviewing agreements, making legal opinions, legal drafting, legal audits, preparing GMS documents, and helping to take care of the required company permits.

In using retainer services in a legal matter, it is highly recommended for the client, because it has greater advantages than using the services of an ordinary lawyer. These advantages include reducing the cost of legal consultants and providing varied services that can help with litigation and non-litigation problems so that they are not fixed on one case and can even solve several cases at the same time.

Suspension of Debt Payment Obligations (PKPU)

In the business world, the problem of debt and receivables has become a very common problem, many entrepreneurs complain about this problem because it can result in the company’s cash flow decreasing. One of the ways to solve these problems can be solved by Suspension of Debt Payment Obligations (in Indonesian: Penundaan Kewajiban Pembayaran Utang, abbreviation: PKPU) which can be submitted to the Commercial Court.

The legal basis for PKPU has been regulated in Law Number 37 of 2004 concerning Bankruptcy and PKPU or abbreviated as UUK 2004 in Article 222 paragraph (2). Which states that:

 “Debtors who cannot or expect not to be able to continue paying their debts that are due and collectible may request a suspension of debt payment obligations with a view to submitting a reconciliation plan which includes an offer to pay part or all of the debt to creditors.”

In Indonesian law, PKPU is divided into two, namely Temporary PKPU and Permanent PKPU. Temporary PKPU is decided by the Commercial Court and is valid for 45 days after the decision is readout. Within these 45 days, the Debtor is required to make a reconciliation plan and a scheme for the settlement of his debts to the Creditor. Meanwhile, the Permanent PKPU will take effect within 270 days of the provisional PKPU decision being readout. Within those 270 days, the Debtor has prepared a plan for the settlement of his obligations, not the deadline for repayment. If there is no agreement between the Debtor and Creditor by the time limit, the Commercial Court will decide the Debtor is bankrupt and confiscate the property the Debtor owns in order to pay off the debt.

We can conclude that PKPU is one of the simple, fast, and low-cost business dispute resolutions. Because it doesn’t take as long as a Civil Lawsuit in District Court.

The Income Tax that Companies and Entities must pay

In any country, including Indonesia, a taxation is an essential tool for the development of the entire society. Through taxation, people can enjoy infrastructure such as roads, terminals, stations, airports, etc. Therefore, it is not surprising that the country expects its citizens to comply with tax regulations. Furthermore, not only residents but also corporations or legal entities are subject to tax.

Every corporate tax is related to income tax. Income tax (PPh) means a type of tax levied on a specific party. Therefore, corporate tax applies not only to Indonesian companies but also to foreign companies.

Therefore, everyone has to pay tax obligations, including Limited Liability Company (PT), Limited Partnership (CV), and Firm (Fa). Additionally, these companies and legal entities must have a Taxpayer Identification Number (NPWP).

So, what corporate taxes are required and must be paid by the above companies and entities? Here are eight types of corporate income taxes to know about.

  1. Income Tax Article 21 (PPh 21)
    Income Tax Article 21 is a monthly tax that must be paid. This tax comes from the taxpayer’s income, such as wages, allowances, or other service charges. Companies have usually taken direct deductions from taxpayers’ or employees’ wages. Then submit proof of withholding Income Tax Article 21 paid to the employee.
  2. Income Tax Article 22 (PPh 22)
    Income Tax Article 22 applies to certain state-owned and private business entities engaged in export, import, and re-import trade activities. However, the tax can only be levied when there is a profit between buyers and sellers.
  3. Income Tax Article 23 (PPh 23)
    Income Tax Article 23 is levied on the taxpayer in the event of a transaction between the parties. These transactions include royalties, gifts, interest, or rent. However, it can also be a commercial transaction such as a building or service.
  4. Income Tax Article 25 (PPh 25)
    Income Tax Article 25 is a tax paid in installments. The tax owed must be paid within one year, and its purpose is to reduce the burden on taxpayers. This tax must be paid by the taxpayer himself and cannot be paid on his behalf.
  5. Income Tax Article 26 (PPh 26)
    Income Tax Article 26 is an income tax levied on income earned by foreign taxpayers from Indonesia. If Indonesian regulations apply, the rate is 20% of the net income valuation. However, where the provisions of the Tax Treaty apply, the rates will be determined by specific terms and conditions.
  6. Income Tax Article 29 (PPh 29)
    Income Tax Article 29 is the underpaid income tax listed in the annual Income Tax Return (SPT), i.e. the remainder of the income tax payable for the relevant tax year less Income Tax Article 21, Income Tax Article 22, Income Tax Article 23, Income Tax Article 24 and Income Tax Article 25 credits.
  7. Income Tax Article 4 (2) (PPh Pasal 4 ayat 2)
    Income Tax Article 4 (2) is also known as final income tax and the rate of income tax varies depending on the income. For example, for micro, small and medium-sized businesses, self-employed or online businesses with a turnover of less than IDR 4.8 billion in 1 tax year, the tax rate is 1% of the total sales for 1 tax year.
  8. Income Tax Article 15 (PPh 15)
    Income Tax Article 15 is an income tax levied on taxpayers engaged in the shipping industry, international airlines, and foreign insurance companies.

For start-up companies, taxes are often very complicated. Therefore, in order to avoid mistakes in corporate taxation, it is recommended that taxpayers go directly to the local tax office for more detailed inquiry and confirmation.

The Difference between Authorized Capital, Issued Capital, Paid-Up Capital in Indonesian Company Law

The rapid development of Indonesia’s economy has attracted a large number of foreign investors to set up companies in Indonesia. Investors often cannot distinguish the difference between registered capital, issued capital, and paid-in capital. Queen Law Firm will explain this issue to the majority of foreign investors today.

In Indonesia’s regulations on company establishment, capital is divided into three types, namely, Authorized Capital (modal dasar), Issued Capital (modal ditempatkan), and Paid-Up Capital (modal disetor).

Authorized Capital is the entire nominal value of the company’s shares mentioned in the Articles of Association or the Deed of Establishment document. Authorized Capital in principle is the total number of shares that can be issued by the company.

Issued Capital is the number of shares that have been taken by the founders or shareholders. In other words, Issued Capital is the capital that the founders or shareholders are able to repay. So it is possible for the capital that has been written in the Deed of Establishment document indirectly and in the near future, it is agreed to be provided by the owners of capital. In other words, the company’s finances that initially had 0 or nothing would get a capital injection, but some were immediately available and some were still promised to be available.

Paid-up Capital is capital that has been entered by the shareholders as payment for shares taken from the issued capital. So, Paid-up Capital is capital that has actually been paid into the company. If the capital value has been given from the owner of the capital to the company, then the value becomes the property of the company and is recorded in the company’s books. In other words, the company gets fresh money from the owners of capital. The amount of Issued Capital that has not been paid up can be recorded as a liability/debt of the owner of the capital to the company.

Simply put, the difference between Issued Capital and Paid-up Capital is that when the owner of the capital has agreed to provide capital of IDR 500 million in the form of money or goods, the capital is referred to as Issued Capital. If the capital has not been provided, it will be considered a debt. When he has given the Rp 500 million, then the debt is considered paid off and is referred to as Paid-up Capital.

According to the “Indonesia Company Law”, the company must have issued and paid at least 25% of the registered capital when it is established. For example, for a foreign company, the registered capital is at least IDR 10 billion, so the company’s establishment contract must state that the registered capital is IDR 10 billion. According to the law, at least 25% of IDR 10 billion, or IDR 2.5 billion of issued capital, must be injected and deposited when the company is established. This amount is the minimum amount, so if you want to deposit more than IDR 2.5 billion, of course, you can.

Queen Law Firm Signed a Peace Agreement on Behalf of An Energy Group in China

After months of difficult negotiations, Queen Law Firm once again helped a Chinese client win the lawsuit in a Chinese energy group v. an Indonesian energy group, and successfully negotiated at the mediation stage. A settlement agreement was signed with the other party at the Mediation Chamber of the Central Jakarta District Court on September 30, 2021.

According to the Indonesian Civil Procedure Law, mediation must be conducted before the case enters the formal litigation stage, and the time limit for mediation is a maximum of 40 days. However, the mediator can make an appropriate extension according to the actual situation. The purpose of mediation is to resolve disputes through negotiation as much as possible and to successfully resolve civil cases at the mediation stage, so as to save limited judicial resources.

In the course of handling cases for many years, Queen Law Firm has also tried its best to negotiate with the other party during the mediation stage to strive for the best interests of the client, so that the case can achieve the greatest effect in the shortest time.

Successive victories have proved that the professional team of Queen Law Firm is capable of handling any complicated cases and high-pressure working environment, and is able to consider customers to the greatest extent. Because of this, Queen Law Firm has accumulated numerous client groups from various countries around the world over the years and has become an influential presence in the industry.

Queen Law Firm Won the “Indonesian Best Choice Award 2021”

Congratulations to Eni Oktaviani and Guan Yue, the Managing Partners of Queen Law Firm, for winning the “Best Choice In Lawyer Award” at the “Indonesian Best Choice Award 2021” ceremony held at the Holiday Inn Kemayoran Hotel in Jakarta on the evening of September 24, 2021. This signifies that Queen Law Firm’s unremitting efforts have been recognized by the Indonesian government and the field of law.

This awards party gathered elites from all walks of life in Indonesia. Many companies and individuals in multiple industries, including Internet companies, the beauty industry, banks, foundations, the legal profession, and real estate, compete for the few awards. Queen Law Firm lived up to expectations and won the “Best Choice In Lawyer Award”.

After years of development, Queen Law Firm has become a rising star in the Indonesian legal community. With a professional team, superb knowledge, rich experience, and strong channels, Queen Law Firm have solved countless cases from companies and individuals from all over the world, successfully safeguarding the interests of clients and the dignity of the law.

Therefore, it is the hard work of all members of Queen Law Firm and the support of all customers around the world that have achieved this honor. In the future, Queen Law Firm will continue to work hard to create more brilliance with all the people who support and encourage Queen Law Firm.

Guan Yue Accepts an Exclusive Interview with the Japan Daily News

On August 21, 2021, Guan Yue from Queen Law Firm accepted an interview with reporter Epo A Ishiyama from Japan Daily News about the Indonesian criminal virtual court.

The virtual court is a measure taken by the Supreme Court of Indonesia in response to the growing COVID-19 pandemic in Indonesia. Guan Yue pointed out that the virtual courts in Indonesia currently only target criminal cases. The difference from an ordinary trial is that the defendant does not need to go to court to participate in the trial in person. Instead, the defendant participates in the trial through a TV screen in a specially arranged room in the prison. Other personnel, including judges, prosecutors, lawyers, witnesses, etc., must still be present in court in person.

During the COVID-19 epidemic, the virtual court can ensure that the defendant does not bring the virus from outside the prison into the prison, and it can also ensure that the trial of the case will not be interrupted due to the epidemic. Because, according to the Indonesian Criminal Procedure Law, the defendant cannot be more than 400 days in custody until the final judgment. If the final judgment is not made after the deadline, the defendant must be released.

Of course, Guan Yue also pointed out that virtual courts will reduce the quality of defense. Bypassing, the judge cannot really feel the defendant’s remorse, which will also affect the final judgment. Because the judgments made in trials conducted through ordinary courts are often lighter than those made in trials conducted through virtual courts. Moreover, due to network reasons, it will be difficult for the defendant to communicate with the parties to the trial, especially for foreign defendants. At the same time, with regard to the execution of a death sentence through a virtual court, Guan Yue believes that this is not a humane practice.

There are two sides to everything. Guan Yue believes that during the epidemic, for the safety of most people, it is indeed a better way to use virtual courts to try criminal cases.