A warehouse lease agreement in Indonesia is a contract under the Civil Code (KUHPerdata) in which an owner lets a tenant use a warehouse for an agreed term and rent. It does not need a notary to be valid, but it should be written in Indonesian, usually alongside English, and carry a Rp10,000 stamp duty. Most disputes trace back to a few clauses: rent and tax, the deposit, permitted use, fit-out and reinstatement, and how the lease ends. Below are the clauses, a sample structure and a pre-signing checklist.
The short version:
Legal basis: the Civil Code governs leases from Article 1548, and a valid agreement binds the parties like law (Article 1338).
Notary: optional, though a notarial deed gives stronger evidence.
Language: Indonesian is mandatory under Law 24/2009, so leases with a foreign party are usually bilingual.
Market norms: a two- to three-year term and a deposit of three months’ rent plus service charge, according to Colliers.
What is a warehouse lease agreement in Indonesia?
A warehouse lease agreement in Indonesia (perjanjian sewa gudang) is a contract in which a landlord gives a tenant the use of a warehouse for a fixed period in return for rent. Article 1548 of the Civil Code defines a lease (sewa-menyewa) as an agreement to give another party the enjoyment of a thing for a certain time against an agreed price.
The agreement is valid if it meets the four conditions in Article 1320: consent, capacity, a specific object and a lawful cause. A warehouse rental agreement and a factory lease agreement follow the same rules, with different levels of detail.
A lease is a contractual right, not a land right, and is generally not registered at the land office (BPN), so the contract is the tenant’s main protection, as law firm DFDL notes.
What should a warehouse lease agreement include?
A warehouse lease agreement should cover the parties, the property, term, rent and taxes, deposit, permitted use, alterations, maintenance, insurance, termination and dispute resolution.
Commercial terms
Parties: full legal names, the company’s deed and business identification number (NIB), and proof of the signatory’s authority.
Property: address, certificate number (SHGB or SHM), land and building area, and specifications such as clear height and floor load.
Term: start date, end date, renewal option and notice period. Colliers’ Jakarta occupier guide puts typical industrial terms at two to three years.
Rent: the amount per m² or per month, the payment schedule, any annual increase, and whether service charge is included. Colliers says quoted rents usually include it.
Taxes: whether rent is quoted before VAT, and who withholds the 10% final income tax on building rent. Our rental income tax guide explains who pays and when.
Deposit: Colliers cites three months’ gross rent (rent plus service charge). State when and how it is returned.
Building and use
Permitted use: the activity, ideally matched to the tenant’s KBLI business code, so it can obtain permits at that address.
Fit-out and alterations: what the tenant may build, with or without consent, and any rent-free period (one to two months is typical, says Colliers).
Reinstatement: what must be removed or restored at the end. Article 1567 lets a tenant take away what it installed at its own cost, provided removal does not damage the building.
Maintenance and repairs: who pays for the roof, structure and day-to-day repairs.
Insurance and risk: who insures the building and the stock. Under Article 1553, the lease ends by law if the building is totally destroyed by an accident outside either party’s control.
Estate rules: industrial companies in an estate must follow its rules (tata tertib) under Article 64(1)(b) of PP 20/2024, and estate leases usually bind other occupiers to them.
Exit and disputes
Subletting and assignment: Article 1559 bars a tenant from subletting or handing over the lease without permission, so most agreements state when consent will be given.
Termination: define breaches, cure periods and notice. DFDL recommends expressly waiving Articles 1266 and 1267 so termination for breach does not first need a court ruling. Colliers notes that early termination rights are not typical.
Force majeure: Articles 1244 and 1245 relieve a party from paying damages when an unforeseen event beyond its control prevents performance. Naming the events, such as floods, avoids arguments later.
Disputes: district courts are the default, unless a written arbitration agreement under Law 30/1999 sends disputes to a body such as BANI.
Does a warehouse lease agreement in Indonesia need a notary?
A warehouse lease agreement in Indonesia does not need a notary. A private agreement (akta di bawah tangan) signed by both parties is valid. A notarial deed (akta autentik) is optional, but under Articles 1868 and 1870 it is complete proof between the parties, which is why many companies use one for large or long leases.
Under Article 15(2) of the Notary Law (Law 2/2014), a notary can legalise the signatures on a private agreement or register it in a book (waarmerking). Whichever form is used, the agreement should carry the Rp10,000 stamp duty set by Law 10/2020. Notary fees for property deals are covered in our notary fees guide.
Must a lease agreement be in Bahasa Indonesia?
A lease agreement must be in Bahasa Indonesia if an Indonesian company or citizen is a party, under Article 31 of Law 24/2009. Where a foreign party is involved, the agreement must also be written in that party’s language and/or English, and under Article 26(4) of Perpres 63/2019, the language the parties agree on prevails if the versions differ.
In the Nine AM case, the West Jakarta District Court voided an English-only loan agreement in 2013, and the Supreme Court upheld the result in 2015, as Jones Day reported. Since then, Supreme Court Circular (SEMA) 3/2023 has told judges that a missing Indonesian version is not by itself grounds to annul an agreement unless it results from bad faith. On 2 March 2026, the Constitutional Court rejected a petition to read Article 31(1) so that agreements not in Indonesian are void by law (Decision 188/PUU-XXIII/2025), according to WongPartnership. A bilingual lease with a prevailing-language clause avoids the question.
What happens if the lease agreement says nothing?
If a warehouse lease agreement is silent on a point, the Civil Code’s default rules fill the gap.
Landlord duties: hand over the building, maintain it so it can be used as agreed, and guarantee the tenant’s peaceful use (Article 1550).
Defects: the landlord answers for defects that prevent use, even unknown ones (Article 1552).
Tenant duties: use the building carefully for the agreed purpose and pay rent on time (Article 1560), and answer for damage unless not at fault (Article 1564).
End of term: a written lease ends automatically at expiry without notice (Article 1570). If the tenant stays on with the landlord’s acceptance, a new lease arises on the rules for unwritten leases (Article 1573).
Death or sale: neither the death of a party (Article 1575) nor the sale of the building (Article 1576) ends the lease, unless a sale exception was agreed.
How is a factory lease agreement different?
A factory lease agreement in Indonesia uses the same legal framework as a warehouse lease, but it needs more detail on power, permits, machinery and land title.
Power: the contracted electricity capacity in kVA, and who pays for any upgrade.
Permits: the location must allow the tenant’s activity under spatial planning. Our KKPR guide explains the zoning check.
Machinery: heavy-machine foundations and the cost of removing them.
Land title term: the landlord’s HGB title must outlast the lease and any renewal. PP 18/2021 (Article 37) grants HGB on state land or HPL land for up to 30 years, extendable by 20 and renewable for 30.
Customs status: a factory operating under bonded zone status needs lease terms that support the licence.
The use clause matters. Of the 44 warehouse and factory lease requests on the Yardzeal client requirements page as of 16 October 2026, 33 name the product to be made or stored, from copper rods to pet food and cosmetics, and four mention bonded facilities. A clause that only says “warehouse” may not cover that activity.
What does a warehouse lease agreement template look like?
A warehouse lease agreement template usually follows the order below. The wording is a simplified sample, not a document ready to sign.
Heading: “Warehouse Lease Agreement No. ___, made in [city] on [date].”
Parties: the Lessor and the Lessee, with identity, address and the signatory’s authority.
Recitals: the Lessor holds SHGB No. ___ over the property, and the Lessee wishes to lease it for [activity].
Article 1, Object: “The Lessor leases to the Lessee a warehouse of m² on land of m² at [address].”
Article 2, Term: “The lease runs for three years from [date] to [date] and may be renewed by written notice at least six months before expiry.”
Article 3, Rent: “Rent is Rp___ per m² per month, excluding VAT, payable quarterly in advance.”
Article 4, Deposit: amount, purpose and return within ___ days after handover.
Articles 5 onwards: the clauses listed earlier, from use to disputes.
Signatures: both parties sign over a Rp10,000 stamp.
What should you check before signing?
Before signing a warehouse rental agreement, check the title, the numbers and the exit.
Title: confirm that the lessor owns the building or has the right to lease it, and that the certificate matches the site. Our land due diligence guide lists the checks.
Mortgage and term: check the remaining HGB term, and if the property is mortgaged, DFDL suggests getting the lender’s acknowledgement of the lease.
Rent: convert the quote to rupiah per m² per month excluding VAT and compare it with warehouse rental rates for the same area.
Real cost: read the rent increase, rent-free period and reinstatement clauses together.
Exit: make sure breach, cure period and notice are defined.
FAQ
Can a foreign-owned company lease a warehouse in Indonesia?
Yes. A lease does not transfer a land right, so a foreign-owned company (PT PMA) can sign as tenant like a local company. It still needs its own business permits for the activity at that address. Our guide to PT PMA land ownership covers the options for owning instead.
Who pays the stamp duty on a lease agreement?
Under Law 10/2020, stamp duty on a document made by two parties is owed by each party on the original it receives. In practice, the lease often states who bears the cost.
Is a free warehouse lease agreement template enough?
A template is a useful checklist, but it cannot know the building, the land title or the activity. Foreign templates also follow other countries’ laws. Adapt the clauses to the Indonesian Civil Code and have a lawyer review them before signing.
What happens if the landlord’s HGB expires during the lease?
If the landlord’s HGB title expires and is not extended, the tenant’s right to occupy is at risk, because the lease depends on the landlord’s title. Ask for a clause obliging the landlord to extend the HGB in time, and check the expiry date before signing.
Can the landlord raise the rent during the lease?
Only if the agreement allows it or both parties agree to amend it. Under Article 1338, the agreed terms bind both sides and cannot be changed by one party alone, so any increase should follow an escalation clause that states the rate and timing.
Can a tenant end a warehouse lease early?
Without an early-exit clause or the landlord’s agreement, a tenant can generally end a lease early only on a legal ground, such as the landlord’s serious breach or destruction of the building. Colliers notes that early termination rights are not typical in Jakarta leases, so negotiate the exit terms before signing.
Using a warehouse lease agreement in Indonesia as a starting point
A warehouse lease agreement in Indonesia works best when drafted around the specific building and activity, then reviewed by an Indonesian lawyer. This article is general information, not legal advice. For lease terms in the wider market, see our warehouse and factory leasing guide. To see what warehouse and factory space occupiers are looking for, visit Yardzeal.