Indonesia has introduced a significant corporate compliance requirement through Minister of Law Regulation No. 49 of 2025 (Permenkum No. 49/2025). Under the regulation, the approval of a company’s Annual Report by the General Meeting of Shareholders (GMS/AGM) must be incorporated into a notarial deed and subsequently reported to the Ministry of Law through the Legal Entity Administration System (SABH).
This requirement represents a major shift from previous practice, where many private limited liability companies typically documented annual shareholder approvals through internal meeting minutes without any obligation to submit them to the government. The new framework strengthens regulatory oversight and formalizes annual corporate reporting obligations.
Key Regulatory Requirements
Under Article 16 of Permenkum No. 49/2025:
- The Board of Directors must submit the Annual Report to the shareholders after review by the Board of Commissioners, no later than six months after the end of the company’s financial year.
- The shareholders’ approval of the Annual Report must be recorded in a notarial deed.
- The notarial deed and supporting Annual Report must be submitted electronically through SABH.
- The submission must be completed within 30 days from the date the notarial deed is signed.
It is important to note that the regulation specifically requires the approval of the Annual Report to be notarized. The regulation does not explicitly state that every agenda item discussed during the Annual General Meeting must be documented in a separate notarial deed.
Implications for Companies
- Enhanced Legal Certainty
By requiring a notarial deed, the regulation provides stronger evidentiary value and legal certainty regarding shareholder approval of the Annual Report. Notarial deeds are recognized as authentic legal instruments under Indonesian law and can help reduce disputes concerning the validity of corporate resolutions.
- Stronger Corporate Governance
The mandatory reporting process through SABH increases transparency, accountability, and regulatory monitoring of corporate compliance. The government’s objective is to improve the quality and reliability of corporate administrative records maintained by the Ministry of Law.
- Additional Administrative Responsibilities
Companies must now incorporate annual notarization and SABH reporting into their compliance calendars. This may require additional coordination with notaries, preparation of supporting documentation, and allocation of compliance budgets on an annual basis.
- Compliance Risks and Sanctions
Failure to comply with the reporting obligation may result in administrative sanctions. The Ministry of Law may first issue a written warning. If the company fails to remedy the non-compliance within 30 days following the warning, access to SABH may be blocked. Such a restriction can significantly affect the company’s ability to carry out future corporate filings and administrative actions. The administrative sanctions will become effective starting from November 2026.
Conclusion
Permenkum No. 49 of 2025 introduces a new compliance framework that elevates the importance of annual corporate reporting in Indonesia. Companies must ensure that shareholder approval of the Annual Report is properly documented in a notarial deed and reported through SABH within the prescribed deadlines. Organizations that proactively adapt to these requirements will strengthen their corporate governance practices and avoid potentially disruptive administrative sanctions.
Disclaimer
The information provided here is based on our long experience. The process or requirement may vary depending on the specific facts and conditions. Besides, the law and regulations in Indonesia subject to frequent changes. Please contact us as your consultant to get an up to date information and accurate advice. More Information click here and You can also follow our social media accounts to see the latest information posts. please click on the following links: Facebook, Instagram, Linkedin, and Twitter.
