

Ask HN: Suitable company structure for single founder looking for angels, non-US - wiradikusuma

My country, Indonesia, was colonized by the Dutch. We inherit their legal structures including how companies are formed. As such, we don't have structures like C/S-Corp or LLC. AFAIK, we only have:<p>- Naamloze vennootschap (NV) http://en.wikipedia.org/wiki/Naamloze_vennootschap
- Commanditaire vennootschap (CV, limited partnership)
- And some others which are not contextual with my question (such as Sole Proprietorship).<p>Now, many people in Indonesia think NV is similar with Corporation, in the sense that it's a legal entity, has the concept of shares and limited liability. BUT... it has to be formed "at least two shareholders are willing to invest capital" (http://business.belgium.be/en/managing_your_business/setting_up_your_business/company_types/public_limited_company/, from Google). CV allows one man show, but it's not limited liability, and converting it to NV later on can be tedious.<p>The problem is, I'm a single founder and currently approaching an angel investor to invest in my idea using convertible debt. Ideally, like in US(?), I can just setup a company, get the money, and life goes on. But since we don't have such Corp/LLC thing, I could:<p>- Start a CV, and be prepared to lose my house if I can't pay back the investor.
- Start a NV, by asking my mom to be my partner with minimum share allowed.
- Or, how?<p>And, have I told you that the investor is a foreigner (non-Indonesian)?<p>Note: I know it's a bit silly to ask this in US-centric community, but I'm pretty sure there are lots of non-US citizen here who might have the same dilemma with me.
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pascalchristian
Hi wiradikusuma,

In Indonesia, the only legal entity for a single founder is sole
propriatorship. Even a CV would require a partner.

Anyway, if you are approaching for an investment (not a loan) the only
possible legal structure in Indonesia is an LLC/PT. A sensible investor would
never invest in a CV since then they can not sell their stake without consent
from all other stakeholders. Also, I believe there is a market cap of 1B
rupiah which does not apply to PT.

Your best bet would be to start a PT with a "borrowed" name i.e. your mom or
even better, find a real partner to be a co-founder. Starting a business is
hard, if you can get someone to share the burden from you, that would be
REALLY helpful.

Disclaimer: I am not a lawyer so do not assume everything I write is 100%
correct. Do your job and consult an expert.

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dirkdeman
You guys have the same business entities... did not know that! Here in The
Netherlands we also have the BV (bijzondere vennootschap). It's a seperate
legal entity, with limited liability.

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JoachimSchipper
As said by dirkdeman, there are other possible structures (also "vereniging
onder firma", etc.)

In any case, investment are investments, not debt; while a proprietor in NL
may (depending on the structure) be personally on the hook for any unpaid
bills (to e.g. suppliers), you have to get _really_ sleazy before the
investors can demand their money back.

Talk with someone who knows Indonesian law, though. IANAL, and the Dutch and
Indonesian laws are probably not exactly the same anyway.

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noahc
^Start a CV, and be prepared to lose my house if I can't pay back the
investor.

This makes it sound like a loan not an investment. If you have to pay him
back, why not just go get a loan?

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wiradikusuma
Ok, I'm a bit exaggerating, but such thing _might_ happen here. Anyway, here's
one article I found explaining the differences between NV ("PT" or Perseroan
Terbatas) and CV. It's written in Indonesian thus Google Translate is used:

[http://translate.google.com/translate?sl=id&tl=en&js...](http://translate.google.com/translate?sl=id&tl=en&js=n&prev=_t&hl=en&ie=UTF-8&layout=2&eotf=1&u=http%3A%2F%2Fipan.web.id%2Fkonsultasi-
bisnis-menentukan-antara-pt-atau-cv-untuk-bisnis%2F)

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wiradikusuma
Apparently CV also cannot be one man show. I'm so clueless, I'm sorry. I
really don't know how to map my country's company structures with the ones in
US _sigh_.

