Since the enactment of Minister of Law Regulation No. 49 of 2025 on the Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies (“Regulation 49/2025”) on 17 December 2025, a significant shift has taken place in the practice of holding an Annual General Meeting of Shareholders (“GMS”) for Indonesian limited liability companies. The GMS serves as a forum for shareholders, who hold the highest authority within a company, to make strategic decisions that fall outside the powers of the Board of Directors and the Board of Commissioners, as governed by Law No. 40 of 2007 on Limited Liability Companies (“Company Law”) and the company’s articles of association.
In principle, the Company Lawrequires an annual GMS to be convened no later than six months after the end of the relevant financial year. However, the Company Law did not impose any explicit obligation for the resolutions of the annual GMS to be formalized in a notarial deed.
Following the introduction of Regulation 49/2025, the approval of the company’s annual report by the annual GMS is no longer considered sufficient if it merely remains an internal corporate matter. The regulation explicitly requires that the approval be reported to the Minister of Law through the Legal Entity Administration System (Sistem Administrasi Badan Hukum – “SABH”), failing to do so will result in the company being subject to administrative sanctions, as specified in Articles 16 and 17 of Regulation 49/2025.
Furthermore, Articles 16 paragraphs (1) to (4) of Regulation 49/2025 reaffirm that the Board of Directors must submit the annual report to the GMS no later than six months after the closing of the company’s financial year, consistent with Article 78 paragraph (2) of the Company Law. The GMS approval of the annual report must then be embodied in a notarial deed and submitted to the Minister of Law within 30 calendar days from the date of the deed. Upon receipt, the Directorate General of Legal Administrative Affairs will issue a Receipt of Notification as formal evidence that the company has fulfilled its administrative obligation.
The annual report itself must, at a minimum, contain the company’s financial statements, a report on business activities, implementation of corporate social and environmental responsibility, a description of material issues affecting operations during the year, the supervisory report of the Board of Commissioners, the composition of the Boards of Directors and Commissioners, and information on their remuneration. These requirements are set out in Article 66 paragraph (2) of the Company Law and further elaborated in Article 16 paragraph (6) of Regulation 49/2025.
Companies that fail to comply with these obligations or miss the prescribed deadline may be subject to administrative sanctions under Article 17 paragraph (2) of Regulation 49/2025, namely a written warning and blocking of access to the SABH system
The written warning is delivered through notifications in SABH and/or via electronic mail. If, within 30 calendar days from the issuance of such warning, the company still does not meet its obligations, the Minister of Law is authorized to block its access to SABH. This measure carries serious consequences, as the company will be unable to carry out various legal administrative actions, including corporate data updates and amendments to its articles of association.
Conclusion
Regulation 49/2025 makes it clear that the approval of the annual report by the GMS cannot be deemed legally complete unless it has been duly reported to the Minister of Law. Non-compliance does not merely result in administrative issues but may also disrupt corporate activities, given that access to essential legal services through SABH can be suspended. Companies are therefore expected to adapt to this new regime, ensure full compliance with the prevailing regulations, and submit the required reports in a timely manner to safeguard the continuity of their legal standing and business operations.
Disclaimer:
This article provides a general overview of the new reporting obligations for the Annual General Meetings of Shareholders under Minister of Law Regulation No. 49 of 2025, which is effective at the time of writing. It is intended for informational purposes only and does not constitute a legal advice. Readers should not act or rely solely on the information contained in this article without seeking appropriate professional legal counsel. Laws, regulations, and their interpretations may change over time, and their application may vary depending on specific facts and circumstances. For tailored legal advice or further clarification on the matters discussed in this article, our team would be pleased to assist.