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Debt Equity Swap

Debt Equity Swap

Strengthen your balance sheet without a cash injection. We manage the complex legal conversion of intercompany loans into company shares, optimizing your “Debt-to-Equity” ratio and improving your tax standing.

About
A Debt Equity Swap (DES) is a sophisticated corporate action where a company’s debt is converted into shares. This is common for PT PMAs that have received significant “Shareholder Loans” from their HQ. We manage the legal resolutions, the valuation requirements, and the amendment of the Notarial Deed to reflect the new capital structure.

Why Choose Our DES Service?
In 2026, the Indonesian Tax Office (DJP) closely monitors Debt-to-Equity Ratios (DER). A DES is a powerful tool to bring your company into compliance. We ensure the process follows the Company Law requirements for “Capital Increase without Cash” (Pre-emptive rights).

Benefits of Our Service
Improved Credit Rating: A better balance sheet for local bank loans.
Regulatory Compliance: Meets BKPM’s requirements for realized investment.
Interest Savings: Stops the accrual of interest on intercompany debt.

FAQ for Debt Equity Swap

Is it allowed for PT PMAs?
Yes, it is a common way to increase investment realization.
Usually yes, to verify the value of the debt being swapped.
It can trigger tax scrutiny on “debt forgiveness” if not structured correctly.
Yes, an EGM (Extraordinary General Meeting) is mandatory.
Yes, we advise on the best accounting/legal mix.
Yes, the capital realization section will be updated.
Generally 4:1 for tax purposes.
Yes, but it is more complex than shareholder debt.
4 to 8 weeks including valuation.
Only for public or financial sector companies.

Country Lead / M&A Indonesia Operation

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tcf_indonesia@tokyoconsultinggroup.com

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WTC 5, 12th floor. Jl. Jenderal Sudirman No.Kav. 29-31, RT.8/RW.3, Kuningan, Karet, Kecamatan Setiabudi,
Kota Jakarta Selatan, Daerah Khusus Ibukota
Jakarta 12920

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+62-21-525-3522

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