Distribution agreement in Indonesia: Template, Key Clauses and Local Law (2026)

What a distribution agreement is in Indonesia A distribution agreement appoints a local distributor to buy a supplier's goods and resell them in Indonesia. The distributor takes title to the stock, resells on its own account, and keeps the margin. This differs from an agent, who sells in the principal's name for a commission. Indonesian law treats agents and distributors under the same regulatory framework for registration, so getting the label and the substance right matters. The main rule today is Minister of Trade Regulation No. 24 of 2021 on agreements for the distribution of goods by distributors or agents, issued under Government Regulation No. 29 of 2021. It replaced the older 2006 regulation. On top of that sit the general rules in the Civil Code on contracts, the Currency Law and language law on how the document is written, and competition rules on how exclusivity and pricing are handled. This page is general information, not legal advice. The regulations in this area have changed more than once, so confirm the current version and the exact filing requirements with an Indonesian lawyer or the Ministry of Trade before you sign. ## What local law requires A notarised agreement, and extra steps for a foreign principal. The appointment must be formalised in a notarised agreement. Where the principal is based abroad, the agreement generally has to be notarised and certified by an Indonesian trade attache at an Indonesian embassy or consulate, then submitted to the Ministry of Trade. Indonesian language. Under Indonesia's language law, an agreement involving an Indonesian party should be in the Indonesian language, commonly executed as a bilingual document (for example English and Indonesian). A document in a foreign language alone is risky and may need a sworn translation. Parties can still choose a foreign governing law, but the language requirement stands. Registration (STP). A business acting as an agent or distributor must register with the Ministry of Trade and obtain a registration certificate, the Surat Tanda Pendaftaran (STP). Minimum content for the agreement is prescribed and includes the parties' names and addresses, the purpose, the status of the agency or distributorship, the governing law, dispute resolution, termination, and a grace period. The clean break on changing distributors. Where a sole agency or distributorship ends early, a new agent or distributor can often only be registered after the principal obtains a clean break letter from the previous one. This gives the outgoing distributor real leverage, so termination needs to be planned for in the contract. ## A distribution agreement template you can adapt ```

DISTRIBUTION AGREEMENT To be notarised, in Indonesian (or bilingual Indonesian and English). For a foreign principal, certified by the Indonesian trade attache. Date: [date] Supplier / Principal: [full legal name, country, address] Distributor: [full legal name, Indonesian company details, address] 1. APPOINTMENT AND STATUS The Principal appoints the Distributor to buy and resell the Products in the Territory. Status: [exclusive / sole / non-exclusive] distributor. 2. PRODUCTS AND TERRITORY Products: [schedule]. Territory: [Indonesia / named regions]. 3. TERM This Agreement runs for [number] years from the date above, renewable by [mechanism]. [Note: minimum terms may apply under the regulations.] 4. PURCHASE, TITLE AND PRICE The Distributor buys on its own account. Title and risk pass on [term]. Prices per the Principal's list, changeable on [number] days notice. 5. REGISTRATION AND COMPLIANCE The Distributor will obtain and maintain the STP registration and comply with Indonesian law, including product registration where required. 6. OBLIGATIONS Distributor: minimum purchases [target], marketing, stock, after-sales. Principal: supply, warranties, product information, training. 7. INTELLECTUAL PROPERTY Use of the Principal's marks is limited to reselling the Products. 8. TERMINATION AND CLEAN BREAK Grounds and notice for termination: [detail]. On termination the parties will cooperate on the clean break letter needed to register any successor, and deal with unsold stock and pending orders as follows: [detail]. 9. DISPUTES AND GOVERNING LAW Governing law: [Indonesian law / other]. Disputes resolved by [Indonesian courts / arbitration under [rules], seat [city]]. Executed before [notary]; certified and filed as required.

- No STP registration. An unregistered distributor can run into regulatory and customs trouble.
- Ignoring the clean break letter. If the contract does not plan for it, a departing sole distributor can block a successor's registration.
- Skipping the attache certification for a foreign principal. Missing this step can invalidate the filing.
- Exclusivity with no competition check. Territory and pricing restraints need to fit Indonesian competition rules. ## How this differs from other countries Indonesia regulates distribution more actively than many markets. The appointment must be notarised, often certified abroad, written in Indonesian, and registered with the Ministry of Trade, and ending a sole distributorship can require a clean break letter. In lighter-touch jurisdictions the contract alone does most of the work with no filing. Because the rules here have changed more than once, always confirm the current regulation and filing checklist with local counsel. ## Keeping the agreement working after signing A distribution agreement in Indonesia is wrapped in filings: the notarised deed, the STP registration, product registrations, and, at exit, a clean break letter. The work after signing is keeping all of these aligned with the contract and current as terms change, so the paperwork and the deal never drift apart. That is the same problem every company has with its contracts, drawn tight around one regulated relationship. Drafting from a clear template, catching a clause that will not survive the language or registration rules, editing a term in plain language, and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single-workspace idea, India-first today with other jurisdictions on the roadmap, so deep Indonesian coverage is something to verify rather than assume. For a single distribution deal, local counsel and the template above are enough; the point worth borrowing is that a contract is easier to trust when the document and its filings stay in one place and in step.