CV (Persekutuan Komanditer)

A limited partnership common among small Indonesian businesses, and why startups usually avoid it.

Also known as: CV, Commanditaire Vennootschap, persekutuan komanditer

A CV (Persekutuan Komanditer) is an Indonesian limited partnership: active partners run the business with unlimited liability, silent partners contribute capital with liability capped at their contribution. It is cheap to form and common for small trading and service businesses — and almost never the right vehicle for a startup.

CV:   cheap, fast, partners personally liable, no shares to issue
PT:   costlier, limited liability, shares that investors can buy

The disqualifiers for startups: no shares means no equity fundraising, no option pools and no clean cap table — investors cannot buy into a CV the way venture requires. Active partners’ personal assets stand behind business debts. What saves money at formation costs the fundraise later, when conversion to PT means re-doing everything under time pressure.

The classic mistakes:

Forming a CV “for now, PT later”. Later arrives with contracts, debts and IP in the CV’s name, all needing migration. If there is any chance of outside investment or hiring, start as a PT.
Confusing cheap with appropriate. CV suits family businesses with known cash flows and no outside capital. Startups need the opposite properties.
Personal liability surprises. Active partners discover unlimited liability usually at the worst moment — a failed lease guarantee or tax bill. Know which kind of partner you are before signing.
Foreign partners in a CV. Cross-border partnership adds tax and legal complexity that dwarfs the formation savings. Foreign involvement points to PT PMA structures with advice.

Rule: trading business with local partners and no fundraising plans — CV is fine. Anything that might raise, hire broadly or take risks — PT from day one.