An Indonesian enterprise that wants to attract foreign investors and partners, or to work alongside them, has to meet what those parties require before they commit. That requirement is a question of corporate knowledge, namely how a company is built and run so that an experienced outsider can assess it and rely on it. The advantage for a domestic enterprise is access to that knowledge through an advisor who has spent a working lifetime acquiring it. Tracy Wilkinson, the Founder of TraceWorthy, brings forty years of work across many industry sectors and several jurisdictions, and she leads a firm whose clients bring their companies from countries around the world. Her record is one of making the companies she works with better.
This is the first article in a series for established operators of the PT PMDN (Penanaman Modal Dalam Negeri, Domestic Investment Company). It sets out what foreign investors and partners require of a company, why the corporate knowledge that meets those requirements is the asset that counts, and why an Indonesian enterprise that applies it can attract capital and trade on its own terms in the present environment.
Many Indonesian enterprises have never engaged a non-Indonesian advisor.
Some see no value in it.
Some assume such a firm works only for foreigners.
What such a firm offers a domestic enterprise is the depth of its corporate knowledge, which applies to an Indonesian-owned company in the same way it applies to any other. A company improves when an experienced advisor examines how it is run and corrects what weakens it. The question for an enterprise is whether its advisor has seen enough companies, in enough conditions, to know what a sound one looks like. An enterprise that wants foreign capital or a foreign partner gain advantage by understanding the assessment those parties will make, and by passing it before the relationship begins.
What foreign investors and partners require
A foreign investor or partner assesses a company across four areas before committing. These are general standards of a well-run company, applied by experienced parties everywhere. A domestic enterprise can meet each one, and the work of meeting them improves the company whether or not a foreign relationship follows.
Governance
An experienced party needs to see how decisions are made and who may make them. Indonesian company law gives a clear framework for this. Under Law No. 40 of 2007 on Limited Liability Companies (UUPT, the Company Law), as amended, a company has three organs, namely the Rapat Umum Pemegang Saham (RUPS, General Meeting of Shareholders), the Direksi (Board of Directors), which manages the company, and the Dewan Komisaris (Board of Commissioners), which supervises the Direksi. An investor reads how these organs function in practice, including the limits on a director’s authority, the decisions reserved to the shareholders, the record of board meetings, and the controls over transactions with related parties.
The common gap in a domestic enterprise is concentration. One owner makes every decision, the Dewan Komisaris exists on paper, the authority to commit the company is undocumented, and no record shows how past decisions were reached. An investor reads this as risk, because the company depends on a single person and cannot show how it would decide without that person. An enterprise that records its decision rights, gives the Dewan Komisaris a working supervisory role, documents the limits of each office, and keeps minutes of its decisions carries less key-person risk and can be assessed quickly. The same structure supports succession, because the company continues to function when an individual steps back.
Financial records
The accounts, the tax filings, the licences, and the corporate records have to be current and reconciled, because an investor and an auditor examine them together and check that each agrees with the others. A larger company is required by statute to have its annual financial statements audited, and any company seeking foreign capital is treated as if that standard applies. The audit itself is performed by a licensed public accountant, a Kantor Akuntan Publik (KAP, Public Accounting Firm). An advisor does not perform that audit, which requires its own license. The advisor’s role is to bring the records to the standard the audit and the buyer’s due diligence will demand. An investor looks for consistency between the tax filings and the management accounts, for related-party transactions recorded at proper value, for liabilities disclosed rather than omitted, and for revenue recognised on a consistent basis.
The common gap is informal bookkeeping. Revenue passes through personal accounts, the tax filings understate the true position, the figures shown to a bank differ from those shown to the tax office, and no audited statement exists. An enterprise in this state cannot pass due diligence, because the first reconciliation exposes the difference, and the difference reprices or ends the deal. An enterprise that keeps records to audit standard borrows at lower cost, attracts a higher price when it sells, passes a buyer’s due diligence without delay, and answers an auditor without difficulty. Bringing records to this standard also reduces the company’s own tax and penalty exposure, which is a return the enterprise keeps regardless of any foreign relationship.
Ownership structure
The rights of each shareholder need definition in writing. The deed of establishment and the articles of association set the base position, and a separate shareholders agreement defines the rest, covering who controls the company at each threshold of ownership, how profit is distributed, which decisions are reserved to a supermajority, how shares may be transferred, and how a shareholder exits. A foreign investor reads these documents first, because they determine what the investor would actually own and how the investment would end.
The common gap is the verbal arrangement. Founders agree the division of a company and never record it, dividend practice follows habit rather than a rule, no provision covers the departure of a founder, and nothing resolves a deadlock. This survives while relationships are good and fails when they are not. An enterprise that defines these rights in writing protects its founders against later dispute, shows an investor exactly what it would receive, enters any partnership from a settled position, and removes a frequent cause of later litigation. Provisions for share transfer, pre-emption, minority protection, and orderly exit give a foreign party the comfort it needs to commit, and give the Indonesian owners the protection they need to accept the partner.
Communication
Agreements and reports have to read correctly to a counterparty in another country, and in Indonesia this carries a specific legal requirement. Under Law No. 24 of 2009 on the National Flag, Language, Emblem and Anthem (the Language Law), an agreement that involves an Indonesian party must be made in the Indonesian language, and where a foreign party is involved the agreement is prepared in Indonesian alongside the foreign language. Presidential Regulation No. 63 of 2019 confirms this and allows the foreign-language version to stand as an equivalent. The risk is real, because an Indonesian court has voided an English-only loan agreement for the absence of an Indonesian version, and a defaulting party can raise the point to escape an agreement that was otherwise sound.
The practical standard is a bilingual agreement, prepared and signed together, with a chosen language designated to govern any difference in interpretation. Beyond the legal requirement, communication carries the assumptions that each business culture treats as obvious and leaves unwritten, which is where misunderstanding begins. An enterprise that prepares accurate bilingual documents and states its terms in language a counterparty can read is understood correctly, signs an agreement that survives challenge, avoids the voidability risk, and reaches agreement with fewer rounds of correction.
These four areas are the working knowledge of a sound company. An enterprise that meets them can raise its standing at home, supply a foreign customer, enter a partnership or joint venture, or take foreign investment. The series takes each area in turn.
Forty years of corporate knowledge
Tracy Wilkinson’s experience runs across four decades. A career that began in the mid-1980s led into thirty years of independent consulting from 1996, and the past decade of that consulting has been inside Indonesia. The value of the span is the variety of conditions she has worked in, because the patterns that make a company succeed or fail repeat across sectors, and a person who has seen them in many settings recognises them early in a new one.
Her range of experience is extremely broad. Tracy’s early coaching took her inside small enterprises and large ones, including a major petroleum company that needed to understand why experienced staff were leaving and taking years of knowledge with them. In health, she brought a complementary clinic into a mainstream teaching hospital, a model that later spread to hospitals across Australia, and she ran the operations of Aboriginal health services across two states. Her work in remote communities produced schools, medical services, training facilities, and water infrastructure in the Kimberley. A later venture, operating across several countries, introduced remote clinical monitoring technology into healthcare systems. At the most senior level, she led Indigenous policy inside the Commonwealth government of Australia.
Tracy’s government work shows the discipline at its most exacting. She led the whole-of-government evaluation of a major Commonwealth programme in the Northern Territory, testing whether it delivered what it promised, and she carried the findings into the policy that followed. On a $3.4 billion, ten-year Commonwealth programme, she assessed new proposals for integrity and efficacy and coordinated delivery across numerous agencies and two jurisdictions. She also represented Aboriginal interests within the native title system as a deputy director of research and heritage in Western Australia, working to protect the connection of traditional owners to their land. This is the discipline of testing whether an organisation does what it claims, and of presenting one party’s position in terms another party can trust.
Across all of these settings, Tracy’s stated purpose has been the development of other people. She describes her work as reaching the source of what is really happening inside a person, a family, a team, or an organisation, and clearing what stands in the way. A personal and business performance coach since 1996, she treats the company and the people who run it as a single subject, because a structure performs only as well as the people inside it understand it.
The move to Indonesia followed a personal turning point. In the years before 2015, Tracy faced a serious, life-threatening illness and was given a short prognosis. She reassessed her priorities and settled in Bali, where she rebuilt her life and continued to work. She brought three decades of method to a new country and a different set of problems, and she built TraceWorthy to apply it.
How the work is done
TraceWorthy examines a company against the same standard a foreign investor or partner would apply, and does so before that party’s own due diligence begins. The firm advises companies and founders from many countries on operating inside Indonesia, covering company formation, licensing, tax, finance, compliance, and governance. Its clients frequently ask it to assist with their companies in other jurisdictions, which has built working knowledge of corporate requirements across Europe, Asia, the Americas, Africa, and Oceania. The examination reviews how decisions are made, whether the records are reconciled and ready for an external audit, how ownership is defined, and how the company communicates, and it identifies the gaps that an outside party would price or reject.
The method is human-centred. The firm pays attention to how owners make decisions under pressure, and how a small error in structure becomes an expensive problem later. The work includes the difficult conversations, the point at which a proposed structure is unlawful or a practice rests on informal advice and requires redesign to fit Indonesian rules. A company performs only as well as the people inside it understand it, so the work addresses the owners and the staff alongside the structure. The companies Tracy has worked with, across sectors and across borders, share one result, namely that each was made better by the work.
Why the Indonesian enterprise is best placed to raise capital and trade on its own terms
The present environment favours the well-run domestic enterprise. The scale behind the recent measures appears in the Governor of Bali’s letter of 28 January 2026. It records 19,262 foreign-owned companies registered in the province between 2021 and 2025, close to 40 per cent of all such registrations in the country, across 55,458 projects. Of those projects, 47.55 per cent were low-risk activities that required only a Nomor Induk Berusaha (NIB, Business Identification Number), and the province found that a significant share of these companies used the low-risk classification mainly to obtain residency permits, without operating a real business or contributing genuine investment. Through 2025 and 2026 the authorities in Bali investigated foreign-owned companies across the province and sanctioned over four hundred of them for licensing and reporting failures, including operating outside their approved business activities. In May 2026 the Ministry of Investment, acting on a request from the Governor of Bali, blocked all new low-risk and medium-low-risk business classifications for foreign-owned companies across the province. In February 2026 the province criminalised nominee land arrangements under a provincial regulation, and enforcement has included the demolition of unlicensed structures. The stated aim across these measures is the protection of local enterprises and the improvement of investment quality.
A compliant Indonesian-owned company now operates in sectors that new foreign-owned entrants can no longer enter, and it can attract foreign investors and partners on the strength of its own legitimacy, at a moment when many foreign-owned operators are constrained. What the enterprise needs is the corporate knowledge to meet the standard those parties require, applied by an advisor who has built that standard into companies for forty years. This applies equally to Bali-based enterprises that want to take up the gaps that are appearing in historically foreign investment dominant sectors, and enterprises based in Jakarta or Bandung, Surabaya or Medan. TraceWorthy’s experience is accessible wherever you are in Indonesia.
The articles that follow
This series takes each of the four requirements in turn.
- The article on governance sets out the roles of the RUPS, the Direksi, and the Dewan Komisaris in a company an experienced party will trust, and how an enterprise gives each organ a working function that reduces key-person risk.
- The article on financial records explains how an enterprise brings its accounts, tax filings, licences, and records to audit standard, and what that standard returns to the business in lower borrowing cost, higher sale price, resilience, and reduced tax exposure.
- The article on ownership structure addresses how shareholder rights, control, and exit are defined in the articles of association and a shareholders agreement, and how an enterprise protects its founders and prepares for any partnership.
- The article on communication shows how an enterprise meets the Indonesian-language requirement, prepares accurate bilingual documents, and writes so that a counterparty in another country reads it correctly.
The edge for the domestic enterprise
The advantage a PT PMDN gains in engaging TraceWorthy is corporate knowledge built over forty years, applied to its own company, without the years of trial and error that knowledge usually costs. An enterprise that meets the standard foreign investors and partners require can raise its standing at home, supply a foreign customer, enter a partnership or joint venture, or take foreign investment, on terms it negotiates from a settled position. The same work that prepares the company for an outside party also makes it a better company to own and to run.
TraceWorthy works with established Indonesian enterprises, right across Indonesia, that want to be better run and ready for the parties they intend to attract. To discuss which of these areas would strengthen your enterprise, contact the TraceWorthy team.