Indonesia’s growing healthcare sector presents opportunities for investors looking to establish or participate in healthcare businesses, including private clinics. However, investing in a clinic is not simply a matter of establishing a company and obtaining a business license.
A clinic operates within a highly regulated healthcare environment. The appropriate legal structure, business classification, licensing requirements, professional requirements, premises, operational standards, and compliance obligations may vary depending on the type of clinic, services to be provided, ownership structure, and intended business model.
For investors considering entering Indonesia’s healthcare sector, understanding these issues at the planning stage is essential.
1. Determine the Type and Business Model of the Clinic
The first question is not necessarily “What license do I need?” It is: “What kind of healthcare business are we actually establishing?”
Indonesia distinguishes between different types of healthcare facilities, including Klinik Pratama and Klinik Utama. Under the current KBLI 2025 classification, private clinic activities are covered under KBLI 86105, which includes private clinics providing primary and/or advanced healthcare services, including outpatient and inpatient services
The intended services therefore need to be clearly identified from the beginning. For example, a clinic offering general primary healthcare services may have a substantially different regulatory profile from a clinic providing specialist services, diagnostic services, occupational health services, or other specialized healthcare activities.
This means that investors should determine the intended scope of services before finalizing the corporate and licensing structure.
2. Review the Investment and Ownership Structure
For foreign investors, ownership is one of the most important issues to assess before committing capital.
The investor should determine whether the intended healthcare activity is open to foreign investment, what ownership structure is permitted, and whether any specific requirements apply to the proposed investment.
The corporate structure should then be aligned with the intended investment arrangement rather than being selected independently of the regulatory analysis.This is particularly important where a foreign investor intends to establish an Indonesian company to operate the clinic.
A structure that appears commercially attractive at the outset may not necessarily be appropriate once the healthcare-sector requirements are considered.
3. Identify the Correct KBLI and Business Licensing Requirements
The KBLI classification is not merely an administrative formality. It helps determine the regulatory framework applicable to the business and the licensing obligations that follow. For private clinics, the current OSS system identifies KBLI 6105, “Aktivitas Klinik Swasta.” The classification covers both Klinik Pratama and Klinik Utama and identifies additional supporting business licenses or PB UMKU that may become relevant depending on the activities and services provided. (OSS RBA)
Accordingly, investors should avoid treating licensing as a one-size-fits-all process. The licensing assessment should be based on the actual business model and the services that the clinic intends to provide.
4. Assess Healthcare-Sector Regulatory Standards
Healthcare businesses are subject to sector-specific standards in addition to general business licensing requirements. The Ministry of Health’s current framework includes Permenkes Number 11 of 2025 concerning standards for business activities and products or services under risk-based business licensing in the health subsector. (Kementerian Kesehatan JDIH)
This means that an investor should consider not only whether the business can obtain an initial license, but also whether the proposed clinic can continuously satisfy the applicable operational and healthcare standards. This may involve considerations relating to facilities, equipment, healthcare personnel, services, procedures, documentation, and other operational requirements.
5. Consider the Healthcare Professionals and Operational Team
A clinic is fundamentally different from an ordinary commercial business because its operations depend on qualified healthcare professionals. The investor therefore needs to consider the availability, qualifications, licensing, roles, and contractual arrangements of doctors, nurses, and other relevant healthcare personnel.
The legal structure of the business should also be considered together with the operational structure of the clinic. For example, questions may arise regarding who will be responsible for clinical operations, who will manage the business, how healthcare professionals will be engaged, and how professional and corporate responsibilities will be separated.
6. Review the Premises Before Committing to the Location
The proposed location should also be legally assessed before the investor commits to a long-term lease or other substantial expenditure.
The investor should consider whether the premises are suitable for the intended clinic activity and whether the location can satisfy the applicable spatial, building, environmental, and healthcare-facility requirements.
This is an important commercial consideration. Entering into a long-term lease first and discovering later that the premises cannot support the intended healthcare activity can create significant avoidable costs.
7. Consider Additional Services and Supporting Licenses
The regulatory requirements may expand depending on what the clinic intends to offer.
For example, the current OSS classification identifies additional supporting licensing requirements associated with certain activities, including particular radiology services, nuclear medicine, dialysis, occupational health services, and other specialized activities. (OSS RBA). Therefore, investors should define the clinic’s intended service portfolio at an early stage.
Adding a new service after the clinic has commenced operations may require additional regulatory assessment and licensing.
8. Accreditation and Continuing Compliance
Obtaining the initial authorization to operate should not be viewed as the end of the regulatory process. Healthcare facilities may also be subject to continuing quality, safety, and accreditation requirements.
The Ministry of Health, for example, issued a twenty twenty-six (2026) decision concerning accreditation bodies for hospitals, Klinik Utama, Klinik Pratama, public health centers, and certain laboratories and blood-management units. (Kementerian Kesehatan JDIH)
For investors, this highlights an important distinction between establishing a clinic and maintaining a compliant healthcare operation.
9. Conduct Legal Due Diligence Before Investing
Before acquiring an existing clinic or investing in a new clinic project, investors should consider conducting legal and regulatory due diligence. Depending on the transaction, this may include reviewing the corporate structure, ownership, business licenses, healthcare permits, premises, contracts, employment arrangements, professional personnel, regulatory compliance, potential disputes, and other material liabilities.
For an acquisition, this becomes particularly important because the investor may be acquiring not only the business opportunity but also its existing regulatory and contractual risks.
10. Why Early Legal Assessment Matters
One of the most common mistakes in regulated businesses is treating legal and regulatory review as something to be addressed after the commercial structure has already been decided. For healthcare investments, the opposite approach is generally more appropriate.
The investor should first establish what the business intends to do, where it will operate, who will own and manage it, what healthcare services will be provided, and what commercial objectives the investor wants to achieve.The legal and regulatory structure can then be designed around those objectives. This approach can help investors identify regulatory obstacles early, avoid unnecessary expenditure, and create a more sustainable operating structure.
Conclusion
Investing in a clinic in Indonesia can present significant commercial opportunities, but the healthcare sector requires careful consideration of corporate, investment, licensing, operational, and regulatory matters. There is no single legal structure or licensing pathway that will be appropriate for every clinic project.
The appropriate approach will depend on factors including the investor’s ownership structure, the type of clinic, the healthcare services to be provided, the location, the proposed business model, and the intended scale of operations.
For investors considering establishing, acquiring, or investing in a clinic in Indonesia, a legal and regulatory assessment at the planning stage can help identify the applicable requirements and potential risks before significant capital is committed.
Sigma Law Firm advises businesses and investors on Indonesian corporate, commercial, investment, licensing, and regulatory matters, including legal structuring and compliance for businesses entering regulated sectors. For a clinic investment project, the appropriate legal and regulatory requirements should be assessed based on the specific structure and objectives of the proposed investment