Important Legal Update for PT (Limited Liability Companies) in Indonesia — December 2025

New Mandatory Annual Reporting for Indonesian PTs under Minister of Law Regulation No. 49 of 2025

Indonesia has officially issued Minister of Law Regulation No. 49 of 2025 on the procedures for the establishment, amendment, and dissolution of limited liability companies (Perseroan Terbatas ‒ PT).

This regulation introduces clear and enforceable annual reporting obligations, supported by administrative sanctions, including blocking access to the AHU/SABH system.

The regulation came into force upon promulgation on 11 December 2025, replacing the previous framework under Permenkumham No. 21 of 2021.

1. Mandatory Annual Report Filing for PT (Capital-Based Companies)

Under Article 16, all PT Persekutuan Modal (regular PT with shareholders) must comply with the following annual process:

Key Obligations

1. The Board of Directors must prepare an Annual Report after review by the Board of Commissioners.
2. The Annual Report must be approved by the General Meeting of Shareholders (GMS/RUPS).
3. The GMS approval must be formalized in a notarial deed.
4. The notarial deed and annual report must be submitted electronically via SABH.

Deadlines

1. GMS must be held no later than 6 months after the end of the financial year.
2. Submission to the Ministry of Law via SABH must be completed within 30 calendar days from the date the notarial deed is signed.

2. Minimum Contents of the Annual Report

Pursuant to Article 16 paragraph (6), the Annual Report must include at least:

1. Financial statements (balance sheet, profit & loss, cash flow, equity changes, and notes)
2. Business activity report
3. Social and environmental responsibility report
4. Material issues affecting business operations
5. Supervisory report from the Board of Commissioners
6. Names of Directors and Commissioners
7. Remuneration details for Directors and Commissioners

This marks a shift toward substantive transparency, not merely procedural compliance.

3. Administrative Sanctions for Late or Non-Submission

The regulation introduces explicit sanctions, set out in Articles 17‒20:

Sanction Stages

1. Written Warning – Issued electronically through SABH once the reporting deadline is missed.
2. Blocking of SABH Access – If the company fails to comply within 30 days after the warning, access to SABH will be blocked.

Practical Impact of SABH Blocking

Blocked companies cannot:

1. amend directors or shareholders,
2. change articles of association,
3. process corporate actions,
4. record transactions requiring AHU approval.

Access can only be restored after full compliance and formal application through SABH.

Why This Regulation Is Significant

This regulation formally confirms that:

1. Annual reporting is no longer optional or informal
2. Notarial involvement is mandatory for PT annual approval
3. Digital enforcement via SABH is now fully operational
4. Corporate inactivity can trigger legal consequences

The regulation aligns corporate administration with risk-based supervision and data accuracy, and significantly increases enforcement certainty.

Recommended Actions for Companies

As a corporate service provider, we strongly recommend that companies:

1. establish a fixed annual compliance calendar,
2. schedule GMS and notarial deeds early,
3. prepare financial and governance documentation in advance,
4. monitor SABH notifications regularly, and
5. ensure Beneficial Owner and corporate data remain consistent.

Early compliance will prevent operational disruption caused by system blocking.

Our Corporate Services Support

We assist clients with:

1. annual GMS and notarial deed coordination,
2. SABH submission and monitoring,
3. compliance health checks,
4. corporate secretarial outsourcing,
5. remediation of SABH-blocked entities.

Please contact us should you require assistance in implementing these new obligations under Minister of Law Regulation No. 49 of 2025.