Information, not advice: Phinisi Owner is an independent editorial guide — not a shipyard, broker, surveyor, or licensed adviser. Costs and regulations change and every vessel differs; verify figures with yards, independent surveyors, and licensed Indonesian counsel before committing money. If you engage a partner we introduce, that partner may pay us a referral fee at no cost to you.
PT PMA yacht ownership in Indonesia refers to the use of a Penanaman Modal Asing (foreign-capital investment company) as the legal vehicle through which a foreign investor holds an interest in an Indonesian-registered commercial vessel. It is, in principle, permitted — but the route is narrower than most brokers or yards explain, and a 2024 amendment to the national shipping law tightened the conditions further for anyone setting up a new structure after 28 October 2025.
This piece lays out the verified legal pillars, names the specific statutes, explains what Law 66/2024 actually changed, and flags where the standard sales pitch diverges from the regulatory text.
Why Indonesian Flag Matters: Cabotage First
Start here, because everything else flows from it. Indonesia operates under the asas cabotage — the cabotage principle — codified in Article 8 of Law 17/2008 on Shipping. The rule is direct: domestic carriage of passengers and goods may only be conducted by Indonesian-flagged vessels owned by Indonesian shipping companies.
For a commercial phinisi doing liveaboard tours in Komodo, Raja Ampat, or anywhere in Indonesian waters, this is not optional. The flag is not a formality. Operating commercially under a foreign flag — including a foreign yacht owner who believes their vessel is exempt because it is “private” or under charter to a local operator — is illegal. Enforcement is sporadic but real. Detentions of foreign-flagged yachts suspected of conducting commercial charter in Indonesian national park waters have been reported in the period 2018–2024, and the legal exposure is not theoretical.
Law 66/2024, the Third Amendment to Law 17/2008, did not soften cabotage. According to analysis published by HBT Law in 2025, it strengthened it. The reform was aimed at improving fleet development and national shipping competitiveness — and the direction of travel is more restriction on foreign-flagged commercial activity, not less.
What Indonesian Flag Actually Requires
To fly the Indonesian flag on a vessel of 7 GT or more, one of three ownership conditions must be satisfied:
- The vessel is owned outright by an Indonesian citizen (WNI).
- The vessel is owned by a fully Indonesian-incorporated company with no foreign shareholding.
- The vessel is owned by a PT PMA (foreign-capital company) structured as a majority-Indonesian JV — meaning Indonesian shareholders hold more than 50%.
That third option is the entry point for foreign investors. But the word “majority” is not flexible. It means Indonesian equity must exceed foreign equity. A 50/50 split does not qualify.
The 49% Cap: Where It Comes From
Foreign equity in sea-transport PT PMAs is capped at 49% under the Positive Investment List — the framework set by Presidential Regulation 10/2021 and amended by Perpres 49/2021. This cap applies specifically to the sea-transport KBLI codes under which a vessel-operating company must be licensed.
The cap is not a soft guideline. The Positive Investment List assigns foreign equity ceilings by KBLI code, and sea transport falls in a restricted category. A PT PMA in sea transport can receive up to 49% foreign equity, which means the Indonesian partner(s) must collectively hold at least 51%.
What this means in practice: a foreign buyer who wants to hold a commercial phinisi under their own control, with the Indonesian partner holding a minority stake, cannot do that lawfully in a PT PMA sea-transport structure. The Indonesian partner is the majority owner on paper — and the question of whether that partner exercises genuine economic and governance control, or is simply providing the required citizenship percentage, determines whether the arrangement is legal or falls into the category of nominee structures that Indonesian law explicitly voids.
KBLI 50113: The Relevant Code
The specific KBLI code used for liveaboard charter operations is 50113 — Angkutan Laut Wisata (sea tourism transport). This is not a tour-operator code. It sits in the sea-transport category, which is why the 49% foreign equity cap applies.
There is a common misunderstanding in the broker and management market about KBLI 79xxx — the tour-operator codes. Some KBLI 79xxx categories have been liberalised to allow 100% foreign ownership in a PT PMA. That is accurate for the tour-sales and itinerary-packaging function. It is not accurate for vessel operation. A PT PMA holding a 79xxx tour-operator licence cannot own or operate the vessel itself. It can sell seats on the vessel, but it cannot be the registered vessel operator. The entity that operates the vessel commercially must hold a licence under a sea-transport KBLI — and that puts it back under the 49% cap.
This distinction matters because some structures attempt to separate the vessel-owning entity (an Indonesian PT, typically held by a local partner) from the sales/marketing entity (a PT PMA with higher foreign equity). That separation may be commercially useful. It does not give the foreign investor direct ownership of the vessel.
The IDR 10 Billion Per-KBLI Minimum
Any PT PMA registering under a sea-transport KBLI must meet a minimum investment threshold. The figure widely cited in practice — and confirmed by BKPM (Indonesia Investment Coordinating Board) guidance — is IDR 10 billion per KBLI code. At current exchange rates that is roughly USD 620,000–650,000, though the IDR-dollar rate shifts.
This threshold is a BKPM policy practice, not a statutory number embedded in a specific article of investment law — flag it as such when you encounter it in due diligence. The practical effect is the same: a PT PMA formed to operate a single small phinisi must demonstrate IDR 10 billion in committed investment capital. For a mid-range 30-metre vessel costing USD 400,000–900,000 all-in, the investment minimum may be the binding constraint rather than the vessel’s value.
What Law 66/2024 Actually Changed
This is the most important change for anyone reading a sales pitch written before October 2024.
Law 66/2024 (the Third Amendment to Law 17/2008, enacted 28 October 2024, with certain provisions taking effect 28 October 2025) raised the minimum vessel size required for a new PT PMA shipping company to obtain a SIUPAL (sea-transport business licence) or SIOPSUS (special sea-transport operational licence). The minimum rose from 5,000 GT to 50,000 GT.
To put that in context: a typical 30-metre luxury phinisi measures somewhere in the range of 100–200 GT. A 50-metre flagship might reach 300–500 GT. Neither comes close to 50,000 GT, which is the threshold for a large ocean-going cargo or passenger vessel.
The practical effect: a PT PMA incorporated after 28 October 2025 cannot obtain a new SIUPAL or SIOPSUS for a small commercial phinisi. The classic structure — foreigner takes 49%, Indonesian partner takes 51%, PT PMA registers a sea-transport licence, phinisi flies Indonesian flag and operates commercially — is no longer available to new entrants post-cutoff.
The Grandfathering Provision
PT PMAs already holding sea-transport licences before the new regime took effect are grandfathered. Their existing SIUPAL or SIOPSUS remains valid; they are not required to meet the 50,000 GT minimum retroactively.
This creates a two-tier market. An existing PT PMA with a valid sea-transport licence and a vessel in inventory can potentially accommodate a new vessel or a new foreign investor through a restructure of the existing entity. That is a more complex transaction — involving due diligence on the existing company’s licence history, liabilities, and compliance record — but the pathway remains open. What is closed is the formation of a fresh PT PMA shipping company starting from zero.
If you have been told by a broker or yard that the “PT PMA route” is straightforward for a vessel purchase today, ask them directly: is the PT PMA they are proposing an existing entity with a pre-2025 SIUPAL? If yes, full due diligence on that entity is essential before transferring any asset into it. If no — if they are proposing to form a new PT PMA — the 50,000 GT minimum will block the sea-transport licence.
Alternative Paths and Their Real Constraints
The narrowing of the PT PMA shipping route has not eliminated foreign interest in Indonesian commercial vessels. It has redirected that interest into structures that carry different risk profiles.
The Fully Indonesian PT — Foreigner as Financier
The most common real-world arrangement for foreign capital in Indonesian commercial phinisi operations is not a PT PMA at all. It is an Indonesian PT (domestic company) owned by Indonesian citizens, with the foreign investor participating as a creditor or profit-share partner rather than a registered shareholder.
The vessel is registered to the Indonesian PT. The Indonesian PT holds the SIUPAL or relevant tourism-transport licence. The foreign investor provides capital via a loan agreement, a revenue-share arrangement, or a JV contract that gives them economic returns without placing their name on the shareholding register.
The Watson Farley & Williams Indonesia shipping briefing (a useful practitioner reference) notes that bareboat chartering out of Indonesian-flagged vessels is effectively prohibited under Articles 160 and 167 of Law 17/2008. This means the foreign investor cannot simply bareboat-charter the vessel back from the Indonesian PT and operate it as their own. The Indonesian PT must genuinely operate the vessel.
What the foreign investor has, in this structure, is a contractual claim — not an ownership right that is enforceable against the vessel. Indonesian insolvency and debt recovery proceedings are slow. This is not a theoretical risk; it is the core enforcement gap that Indonesian maritime counsel will flag in any properly-advised deal.
Sea-Tourism Route via TDUP
Some operators register under a Tanda Daftar Usaha Pariwisata (TDUP) — the tourism business registration — rather than a full SIUPAL. The TDUP route is common for smaller operators and offers a lighter regulatory path to commercial operations in designated tourism zones. It does not resolve the ownership question: the vessel and the operating entity still must satisfy the Indonesian-flag and Indonesian-ownership requirements for commercial domestic carriage.
Foreign-Flagged Private Use
Since Indonesia abolished the CAIT (Clearance Approval for Indonesian Territory) system, foreign-flagged private yachts can enter Indonesian waters through an online vessel declaration and e-clearance process. This applies to genuinely private cruising. Commercial charter under a foreign flag remains illegal. The line between “private” and “commercial” — particularly where costs are shared between friends or a vessel is listed on international charter platforms — is one Indonesian harbour authorities are increasingly alert to.
Nominee Arrangements: The Explicitly Illegal Option
Investment Law 25/2007, Article 33, explicitly prohibits nominee arrangements. An agreement where an Indonesian national holds shares in a PT on behalf of a foreign investor — acting as a proxy or nominee for the foreign party’s beneficial interest — is void under Indonesian law.
This is not a grey area. The regulator’s position, and the direction of enforcement, has become progressively stricter. Common nominee structures in the phinisi market include:
- A local “captain” or fishing family member holding 51% of a PT with a side letter assigning economic benefits to the foreign investor.
- An Indonesian partner holding shares under a power of attorney that effectively transfers governance to the foreigner.
- Loan agreements structured so that the Indonesian nominal shareholder has no real equity at risk and the foreign lender controls all decisions.
If the arrangement is discovered — through a routine audit, a partner dispute, a competitor complaint, or a customs/immigration check triggered by other matters — the consequences include licence revocation, confiscation of the vessel, and potential criminal liability. There is no “grandfather” protection for nominee structures. Declaring this plainly is not a legal lecture; it is the most commercially relevant thing to say, because the enforcement environment in 2025 is not what it was in 2015.
The Registration and Certification Stack
For a commercial phinisi to operate lawfully, the vessel and the operating company must together carry a specific set of documents. Below is the verified stack. Every item listed here is a real requirement; none is optional for commercial passenger operations.
- Grosse Akta Kapal
- The vessel’s ownership deed, issued by the Directorate General of Sea Transportation (Ditjen Hubla) registry. This is the Indonesian equivalent of a title deed. It records the vessel’s registered owner. Any transfer of the vessel requires a new grosse akta — and any lien or encumbrance attaches to the vessel through the grosse akta register. Buyers of used phinisi must obtain a chain-of-title search before completing a purchase; stale or unregistered transfers are common in the Sulawesi-built fleet.
- Surat Ukur
- Tonnage measurement certificate, establishing the vessel’s gross tonnage. Determines which safety and crewing requirements apply and which licence category is relevant.
- SIUPAL or SIOPSUS
- Company-level sea-transport operating licence. Held by the PT, not the vessel. The vessel cannot be commercially operated without the PT holding a valid licence in the relevant category. Post-Law 66/2024, new PT PMAs cannot obtain SIUPAL for small vessels (see above).
- BKI Class Certificate
- Biro Klasifikasi Indonesia classification. Not legally mandatory for all commercial vessels but practically required for insurance and for many charter-management contracts. BKI’s wooden-vessel rules specify structural survey intervals; a vessel without current class is typically uninsurable by mainstream Indonesian marine insurers.
- Passenger Ship Safety Certificate
- Issued annually by the Syahbandar (harbour master) office. Covers lifesaving equipment, fire suppression, stability documentation, and vessel-specific passenger capacity. The certificate has a defined validity period; operating with an expired certificate is a direct licence-revocation trigger.
- Load Line, Radio, and MARPOL Certificates
- Mandatory components of the safety certificate stack for vessels in domestic commercial service.
- Safe Manning Certificate
- Confirms the vessel is crewed at the minimum levels required for its size and service. Indonesian nationals are required for all ship’s crew positions (master, engineers, deck officers, ratings). Master and chief engineer exemptions for foreign nationals are possible in some circumstances but require specific approval from the Directorate General.
- Crew Certifications
- Officers must hold ANT (Ahli Nautika Tingkat) or ATT (Ahli Teknika Tingkat) certificates at the appropriate tier for their vessel class. All crew must hold BST (Basic Safety Training) certification as a minimum. Foreign dive guides and cruise directors are not ship’s crew under Indonesian law and operate in a regulatory grey area that requires separate legal analysis.
Obtaining and maintaining this stack is not a one-time exercise. Safety certificates require annual renewal; BKI class surveys follow defined intervals; crew certificates have expiry dates; SIUPAL renewals involve updated reporting. A commercially operating phinisi generates a continuous compliance workload, and the failure point for many operators is not the initial licensing but the ongoing maintenance of validity.
A Comparison of Structural Options
| Structure | Foreign Equity Max | Can Hold Vessel? | Post-Oct 2025 New Entry? | Key Risk |
|---|---|---|---|---|
| PT PMA sea-transport (KBLI 50113) | 49% | Yes — if vessel meets SIUPAL requirements | No — 50,000 GT minimum blocks small vessels | Majority control sits with Indonesian partner; Law 66/2024 bars new formation for small vessels |
| Existing grandfathered PT PMA | 49% | Yes — if pre-existing SIUPAL valid | Yes — but requires acquiring/restructuring existing entity | Inherited liabilities of acquired PT; complex due diligence |
| PT PMA tour operator (KBLI 79xxx) | Up to 100% (varies by sub-KBLI) | No — cannot operate vessel commercially | Yes | No vessel ownership or operation rights; sales function only |
| Indonesian PT (domestic) + foreign JV/loan | 0% direct equity | PT owns vessel; foreigner is creditor/JV partner | Yes | Foreign investor’s claim is contractual only; enforcement risk in dispute |
| Nominee arrangement | Effectively any — but illegal | Agreement void under Law 25/2007 Art. 33 | Illegal regardless of date | Licence revocation, vessel confiscation, criminal liability |
The Honest Picture for a Foreign Investor Today
Put all of this together and the situation looks like this.
A foreign investor entering the Indonesian commercial phinisi market after October 2025 cannot use a freshly formed PT PMA to obtain a sea-transport operating licence for a small vessel. That route is closed by the 50,000 GT minimum in Law 66/2024. The cap on foreign equity — 49% — has always meant the foreign investor was not the majority owner; Law 66/2024 removed even that minority-ownership vehicle for new structures.
Existing PT PMAs with grandfathered sea-transport licences represent the remaining direct-ownership pathway, but acquiring one requires thorough due diligence: licence validity, company liabilities, compliance history, and the terms on which the Indonesian majority shareholders are willing to bring in a foreign partner. This is a negotiated M&A transaction, not a simple vessel purchase.
The most common actual structure — foreign capital deployed via loan or JV into an Indonesian-owned PT — works commercially when the relationship between the foreign financier and the Indonesian partner is well-governed, the vessel is properly documented, and the JV contract is reviewed by qualified counsel. It does not give the foreign party the direct ownership rights they would have in, say, a Cayman yacht-owning entity. It gives them a contractual claim in a legal system that processes commercial disputes on its own timeline.
None of this means the commercial case for a well-run phinisi is weak. It means the legal architecture requires proper attention before capital is committed — and that the sales deck from a yard or broker does not substitute for independent legal advice.
If you are in the early stages of assessing a vessel purchase or a sea-transport investment in Indonesia, our enquiry form is a starting point to understand the market context — or reach us on WhatsApp to talk through what questions to bring to maritime counsel before your next meeting.
What to Do Before Engaging Counsel
Before you sit down with an Indonesian maritime lawyer — which you should do before signing any term sheet or paying any deposit — there are a few things worth establishing on your own:
- Check whether any proposed PT PMA has an existing SIUPAL. Ask to see the licence document, its issue date, and its expiry. An entity claiming a pre-existing grandfathered licence should be able to produce current documentation from the OSS (Online Single Submission) system.
- Establish the KBLI codes registered to the PT. A PT holding only KBLI 79xxx codes cannot operate a vessel. You need KBLI 50113 or equivalent sea-transport codes in the entity’s registration.
- Verify the grosse akta chain. If you are acquiring a vessel, the grosse akta should show a clean ownership chain to the current seller’s entity. Any break in the chain — or a vessel that is still registered to a previous owner because a prior sale was never formally re-registered — is a title problem that must be resolved before purchase.
- Ask about the IDR 10 billion minimum. If a PT PMA is being proposed, confirm how the minimum investment commitment will be met and documented — and what happens if the vessel’s value falls short of IDR 10 billion on its own.
- Get any profit-share or revenue-share arrangement in writing. An oral agreement with an Indonesian partner about how charter revenue is split is not enforceable. A well-drafted JV contract reviewed by Indonesian counsel is.
Indonesian maritime law has depth and practitioners who know it well. The market for commercial phinisi has also developed significantly in the past decade, and there are structures that work. The key shift after Law 66/2024 is that the route most commonly described in the market — a new 49% PT PMA with a sea-transport licence — is no longer the entry point it was. Understanding that clearly is the starting position for a properly-structured deal.
For a broader introduction to how Indonesian vessel registration works in practice, see our vessel registration guide. For context on what the ownership of a commercial phinisi actually costs to run year-on-year, the operating costs page is a useful read before any investment modelling.
When you are ready to talk through structure with an operator or counsel who knows the Labuan Bajo and Raja Ampat markets, reach us via our enquiry form — we can point you toward the right questions and, where useful, relevant professionals. No one can pay to change what we publish; if you use our free guidance and proceed with a partner or operator we mention, they may pay us a referral fee at no extra cost to you.
Frequently Asked Questions
Can a foreigner own a phinisi in Indonesia?
Not directly. Indonesian law requires that commercially operated vessels flying the Indonesian flag be owned by Indonesian citizens or Indonesian-majority entities. A foreign investor can hold up to 49% equity in a PT PMA sea-transport company that owns and operates a vessel, but the Indonesian partner must hold the majority stake. After Law 66/2024 (effective for new structures from 28 October 2025), forming a new PT PMA to obtain a sea-transport licence for a small vessel is blocked by a 50,000 GT minimum — making existing grandfathered PMAs or Indonesian-PT JV structures the practical routes.
What did Law 66/2024 change for phinisi ownership?
Law 66/2024 is the Third Amendment to Indonesia’s Law 17/2008 on Shipping. Its most significant effect for small-vessel investors is raising the minimum vessel size for new PT PMA sea-transport licence (SIUPAL) registration from 5,000 GT to 50,000 GT, effective 28 October 2025. A typical 30-50 metre phinisi measures 100-500 GT — far below that threshold. PT PMAs already holding sea-transport licences before that date are grandfathered. The law also strengthened the cabotage principle; it did not loosen it.
What is the difference between KBLI 50113 and KBLI 79xxx for a phinisi charter business?
KBLI 50113 (Angkutan Laut Wisata — sea tourism transport) is the code under which a commercial vessel operator must be licensed. It carries the 49% foreign equity cap. KBLI 79xxx tour-operator codes cover the sales and packaging side of the tourism business, and some sub-categories of 79xxx allow up to 100% foreign ownership in a PT PMA. However, a PT PMA holding only a 79xxx licence cannot own or operate the vessel itself — that function requires the sea-transport licence. Some structures use a 79xxx PT PMA for sales and marketing alongside a separate Indonesian-owned operating entity, but the vessel and its operation remain under Indonesian-majority ownership.
Are nominee arrangements a viable workaround?
No. Nominee arrangements — where an Indonesian national holds equity in a PT on behalf of a foreign investor under a side agreement — are explicitly prohibited by Article 33 of Indonesia’s Investment Law 25/2007. Such agreements are void. Enforcement risk has increased in recent years: the consequences of discovery include licence revocation, vessel confiscation, and potential criminal liability. Any structure that gives a foreign investor effective control over an Indonesian PT through a nominee arrangement is not a legal workaround; it is an illegal arrangement with real downside.
Do I need a maritime lawyer, or will a general corporate lawyer do?
For a PT PMA sea-transport structure or any commercial vessel acquisition in Indonesia, you need a lawyer with specific Indonesian maritime and shipping law experience — not just corporate formation skills. The certification stack (grosse akta, SIUPAL, BKI class, safety certificates), the cabotage analysis, and the post-Law 66/2024 licensing landscape all require practitioners who work in that regulatory space. General corporate lawyers can handle the PT formation and shareholder agreement, but the vessel-specific and licence-specific work needs maritime specialisation. Engage Indonesian maritime counsel before signing any term sheet or paying any deposit.