“With the enactment of Minister of Law Regulation No. 49 of 2025 on 17 December 2025, notarization and ministerial reporting of the Annual GMS approving the Company’s Annual Report are mandatory compliance steps.”
The implementation of stricter reporting obligations under recent regulations reflects Indonesia’s shift toward more transparent and accountable corporate governance. Companies are now required to align their internal AGMS processes with formal legal and administrative procedures. This includes mandatory notarization and electronic submission of AGMS resolutions approving the Company’s Annual Report to the Minister of Law through the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”). Understanding these changes is crucial for ensuring compliance and avoiding administrative risks.
This article explains the legal obligations of the BoD, the AGMS timelines, the procedural workflow, and the consequences of non-compliance under the updated framework.
BoD’s Obligation Regarding AGMS
Article 66 of Law No. 40 of 2007 on Limited Liability Companies (the “Company Law”) stipulates that the Board of Directors (“BoD”) must prepare and submit the Company’s annual report to the Annual General Meeting of Shareholders (“AGMS”) following review by the Board of Commissioners (“BoC”). This submission must occur no later than 6 (six) months after the end of the Company’s financial year.
Additionally, Article 69 of the Company Law requires the AGMS to approve the annual report, including the ratification of the financial statements and the BoC’s supervisory report.
Consistent with these requirements, Article 16 paragraph (1) of Minister of Law Regulation No. 49 of 2025 (“MoL Reg. 49/2025”) further underscores this obligation. The AGMS resolution approving the annual report must be documented in a notarial deed and subsequently submitted electronically to the Minister of Law through the SABH system within the prescribed timeframe.
In addition, as long as the company’s articles of association do not regulate otherwise, Article 67 paragraph (1) in conjunction with Article 82 paragraph (1) of the Indonesian Company Law regulates that the annual report is signed by all members of the BoD and the BoC who served in the relevant financial year and is made available at the Company’s office from the date of the AGMS summons (14 days before the AGMS) for being reviewed by shareholders.
AGMS Timeline
The regulatory framework establishes a strict and structured timeline for AGMS implementation. First, the AGMS must be convened within six months after the financial year ends, as mandated by the Company Law. This timeline ensures that shareholders receive timely updates on the company’s performance and can make informed decisions.
Following the AGMS, Article 16 paragraph (3) of MoL Reg. 49/2025 introduces an additional compliance deadline, namely that the Company’s annual report approved in the AGMS must be notified to the Minister of Law 30 days from the signing date of AGMS notarial deed. This creates a compressed compliance window, requiring companies to promptly complete post-AGMS administrative processes.
AGMS Workflow: From Resolution to State Administration
Considering that the AGMS is required to approve the Company’s annual report, the approval process now entails not only obtaining shareholders’ approval at the AGMS, but also submitting a notification of such approval to the Minister of Law through a notary. Following such submission, the approval will be recorded in the AHU Online system and the Minister of Law, through the Director General, will issue a receipt of acknowledging the notification.
The process begins with the preparation of the annual report by the BoD, followed by its review by the Board of Commissioners. The annual report is then submitted to the AGMS for the shareholders’ approval.
Once approved at the AGMS, the approval must be formalized in a notarial deed, as mandated by Article 16 paragraph (2) of MoL Reg. 49/2025. The AGMS Approval must subsequently be notified to Minister of Law as stipulated under Article 16 paragraph (3) of MoL Reg. 49/2025. The notification is submitted electronically through the Sistem Administrasi Badan Hukum (SABH) with supporting documents, including the relevant notarial deed and annual report, uploaded as part of the submission process.
This electronic filling process ensures that Company’s corporate information and the approval of its annual report are formally recorded within the AHU system, thereby facilitating centralized record-keeping and regulatory oversight.
Sanctions for Non-Compliance
Failure to comply with the requirements set out in MoL Reg. 49/2025 may result in administrative sanctions, in the form of a written warning and blocking of access to SABH .
Further, the blocking of access to SABH may also create practical challenges, such as difficulties in updating corporate data or conducting subsequent corporate actions that require approval and/or notification receipt from the Minister of Law. Therefore, timely compliance is essential to avoid both regulatory and operational risks.
Based on the Ministry of Law’s announcement, the enforcement of these sanctions is expected to commence in November 2026. Accordingly, companies are encouraged to ensure timely compliance with the relevant reporting requirements.
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Key Takeaways
The regulatory developments under MoL Reg. 49/2025 have significantly reshaped the implementation of AGMS in Indonesia. Notarization and ministerial reporting are now integral components of corporate governance, rather than optional formalities. Companies must adhere to strict timelines and procedural requirements to ensure the compliance, which could potentially hinder the company’s business operations and administration. In 2026 and beyond, compliance with annual report approval and reporting requirements will form an integral part of sound corporate governance practices in Indonesia.
YLP Consulting advises on corporate compliance and business licensing matters for domestic and multinational companies navigating Indonesia’s evolving regulatory landscape.
If you are currently reviewing your business activities or planning updates to your OSS and KBLI data, early alignment with the KBLI 2025 framework may be relevant. We would be pleased to discuss further.
Phone : +62 812 8126 0961
Email : info@ylpconsulting.com
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Keywords: AGMS Indonesia, Corporate Governance, Annual Report, Notarial Deed, SABH Reporting, MoL Reg. 49/2025
Tags: Corporate Legal Advisory, Company Compliance, Annual Report, Corporate Secretarial Services, Regulatory Compliance