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

What a partnership is under Indonesian law Indonesia recognises several forms of partnership, and choosing the right one is the first and most important decision. The three common forms are the maatschap (a civil partnership), the firma (a general commercial partnership), and the commanditaire vennootschap or CV (a limited partnership). They are governed partly by the Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata, Articles 1618 to 1652) and partly by the Commercial Code (Kitab Undang-Undang Hukum Dagang, Articles 16 to 35), with registration rules set by Minister of Law and Human Rights Regulation No. 17 of 2018. The forms differ mainly in liability and management: - Maatschap is a civil partnership where two or more people pool resources for a shared purpose. It is the most flexible but the least formal.

• Firma is a commercial partnership carried on under a common name. All partners share unlimited liability for the firm's debts.
• CV has two kinds of partner: active partners who manage the business and carry unlimited liability, and passive (silent) partners whose liability is limited to the capital they put in, and who must stay out of management. None of these is a separate legal person in the way a limited company (PT) is. That is why the partnership agreement, and the choice of form, decide how exposed each partner's personal assets are. This page is general information, not legal advice. Confirm the current rules and the right structure with an Indonesian notary or lawyer before you set up. ## What local law requires A notarial deed in Indonesian. Regulation No. 17 of 2018 requires that the establishment of a maatschap, firma, or CV be set out in a notarial deed and registered with the Ministry of Law and Human Rights. For a CV the deed must be drawn up in the Indonesian language. This is not optional paperwork; it is how the partnership is properly formed and recognised. Registration. After the deed, the partnership is registered through the ministry's system, which includes reserving the partnership name. Registration gives the arrangement public standing and is needed for ordinary business steps such as opening accounts and contracting with third parties. Spousal consent can be needed. Because joint marital property may be used to meet a CV's debts, a partner's spouse may need to consent to the deed where marital property is involved. This flows from the rule that dealing with joint marital property requires the agreement of both spouses. Liability follows the form. In a firma every partner is exposed without limit. In a CV a passive partner who steps into management can lose the liability protection that defines the role. The agreement must keep the active and passive roles clean. ## A partnership agreement template you can adapt ``` PARTNERSHIP AGREEMENT (for a CV / Firma) To be executed as a notarial deed in the Indonesian language. Date: [date] Partners: Active partner(s): [full name, ID, address] Passive partner(s) (CV only): [full name, ID, address] 1. NAME AND FORM The partnership operates under the name [name] as a [CV / Firma] under Indonesian law. 2. PURPOSE The business of the partnership is [describe the business]. 3. CAPITAL CONTRIBUTIONS Each partner contributes: [name] [cash/asset/services and value]. The total capital is [amount]. 4. PROFIT AND LOSS SHARING Profits and losses are shared as follows: [percentages or formula]. No partner may be wholly excluded from profits. 5. MANAGEMENT Management is carried out by the active partner(s): [names and powers]. [For a CV: the passive partner(s) will not take part in management and their liability is limited to their capital contribution.] 6. DECISIONS The following decisions need [unanimous / majority] agreement: [list]. 7. PARTNER CHANGES Admission of a new partner, withdrawal, death, or incapacity is handled as follows: [detail], and requires an amending notarial deed. 8. ACCOUNTS AND DRAWINGS The partnership keeps proper books. Drawings are limited to [terms]. 9. DURATION AND DISSOLUTION The partnership runs [indefinitely / until [date]] and may be dissolved on [grounds]. On dissolution, assets are applied to debts first, then returned to partners in proportion to [basis]. 10. DISPUTES AND GOVERNING LAW This Agreement is governed by Indonesian law. Disputes will be resolved by [the courts of [city] / arbitration under [rules]]. Executed before [notary], [city], on [date]. Spousal consent attached where required.

- A passive partner who manages. In a CV this strips the liability protection and can expose that partner's personal assets.
- Missing spousal consent. Where marital property is in play, the absence of consent can undermine the deed.
- A partner excluded from profit. Indonesian law does not permit shutting a partner out of profits entirely.
- Choosing a firma without understanding liability. Every partner in a firma is personally exposed without limit, which may not be what everyone expected. ## How this differs from other countries In some common-law countries a general partnership can be formed by conduct, with no filing at all. Indonesia is stricter: the maatschap, firma, and CV are formed by notarial deed and registered with the Ministry of Law and Human Rights, and the CV in particular has a formal split between managing and silent partners. The liability consequences are also sharper, so the choice of form is a legal decision, not a formality. Confirm the current regulation and the fit of each form with an Indonesian notary before you commit. ## Keeping the partnership agreement current A partnership agreement is a living document. Partners join and leave, contributions change, the profit split is renegotiated, and each of those changes usually needs an amending notarial deed. The work after the first signing is keeping the deed, its amendments, and the registration all consistent, and knowing which version governs today. That is the same problem companies have with every contract they hold, concentrated in the document that defines the business itself. Drafting from a clear template, spotting the clause that leaves a partner over-exposed, 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 partnership, a notary and the template above are enough; the point worth borrowing is that a founding document is easier to trust when it and its amendments stay in one place and in step.