Implikasi Kewajiban Penyesuaian Klasifikasi Baku Lapangan Usaha Indonesia (KBLI) dalam Pasal 3 Anggaran Dasar Perseroan Terbatas

Abstract

The adjustment of the statement of objectives and business activities in Article 3 of the Articles of Association (AOA) of a limited liability company to the most recent Indonesian Standard Industrial Classification (KBLI) has become an increasingly common practice since the introduction of risk-based business licensing through the Online Single Submission Risk-Based Approach (OSS-RBA) system. Article 3 AOA is expected to be aligned with KBLI so that the company’s profile in OSS-RBA is consistent with its constitutive deed. From the perspective of the Indonesian Company Law, however, it is not immediately clear whether there is a firm normative basis obliging companies to amend their AOA every time the Central Statistics Agency (Badan Pusat Statistik, BPS) issues a new version of KBLI, given that the main legal basis for KBLI lies in BPS Regulations rather than in explicit provisions of the Company Law or regulations issued by the Ministry of Law and Human Rights. This article examines the status of the alleged obligation to adjust KBLI in the AOA using a normative legal research method. It analyses the regulatory framework of Article 3 AOA under the Company Law, the position of KBLI as a statistical instrument subsequently adopted into the risk-based licensing regime, and the practical implications of the ambiguity surrounding AOA adjustment for companies and notaries. As an illustration, the article discusses a company engaged in electricity generation that has adjusted its KBLI in the AOA and later encounters difficulties when applying for a tax allowance facility because the fiscal incentive regulation continues to refer to an earlier version of KBLI. The article argues for clearer regulation at the level of ministerial rules or official guidelines of the Ministry of Law and Human Rights on the scope and procedure of KBLI adjustment in the AOA, as well as for better harmonisation with licensing and incentive regimes that also rely on KBLI references.