The corporate governance landscape has undergone a significant shift with the enactment of Minister of Law Regulation No. 49 of 2025 (“Regulation 49/2025”) regarding the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies.  Amongst other requirements, it is now necessary to report the results of the Annual General Meeting of Shareholders (“AGM”).  

The Company Law already requires companies to hold an AGM where the directors and commissioners present to the shareholders an Annual Report including the Financial Statements.  The AGM is required to be held no later than 6 months after the year-end unless the Articles of Association stipulate an earlier deadline.  However, prior to Regulation 49/2025, there was no obligation to submit the AGM minute or the related Annual Report (and Financial Statements) to a government authority (excluding the requirement to attach Financial Statements to the corporate income tax return).

Under Regulation 49/2025, the AGM resolution approving the Annual Report must be formalised into a notarial deed. The notarial deed and supporting documents must then submitted into the Ministry of Law’s legal entity administration system (“SABH”) no later than 30 days after the signing date of the deed.

The supporting document refers to the Annual Report that includes a copy of the Financial Statements and summarises information regarding the company’s operations during the year and issues faced, the names and remuneration of the directors and commissioners, the company’s implementation of any social and environmental responsibilities, and the supervisory activities of the commissioners..

Failure to submit the Annual Report to SABH within the deadline will result in the following sanctions:

  • A written warning shall be delivered through notification in the SABH and/or via email, and
  • Blocking of access to SABH if the company fails to submit the Annual Report within 30 days of the date of that written warning.

Once blocked, it is not possible to process notarial deeds into SABH. This will prevent changes to the company’s corporate documents, including changes to, or re-appointment of, directors/commissioners or changes of shareholders. Access can only be re-opened after providing the missing notarial deed and Annual Report (inclusive of Financial Statements).

Conclusion

Reg 49/2025 has removed one of the governance/regulatory filing gaps that existed compared to other jurisdictions. To avoid possible disruption to activities due to the inability to process changes to the Articles of Association, companies should ensure the Annual Report (inclusive of Financial Statements) is prepared, the AGM held, and the notarial deed is then prepared and submitted to SABH.    

RSM Indonesia’s Perspective

Ultimately, navigating corporate compliance in Indonesia is not merely about meeting regulatory requirements, but about building a disciplined and sustainable governance framework. A proactive approach to corporate secretarial matters enables companies to maintain regulatory clarity, manage corporate records effectively, and reduce compliance risks over time.

By treating routine corporate secretarial functions as an integral part of good corporate governance, organizations can better position themselves to operate with confidence in an increasingly complex regulatory environment.

Contributors

Nicholas James Graham
Senior Partner