The Indonesian Ministry of Law has introduced a new compliance requirement for limited liability companies (PTs) regarding the filing of their annual company reports. Under the latest regulation, the approval of the annual report by the Annual General Meeting of Shareholders (AGMS) must now be documented in a notarial deed and reported electronically to the Ministry of Law.
This new obligation is based on:
- Law No. 40 of 2007 on Limited Liability Companies, as amended, which requires companies to prepare an annual report and obtain shareholder approval at the AGMS; and
- Minister of Law Regulation No. 49 of 2025, which introduces the mandatory submission of the approved annual report through the Legal Entity Administration System (SABH).
What Was the Previous Practice?
Previously, companies were only required to prepare the annual report and obtain shareholder approval at the AGMS. Although the meeting minutes could be notarized, there was no obligation to submit the approved annual report to the Ministry of Law. The documents were generally retained as part of the company’s internal corporate records.
What Has Changed?
Under the new regulation, companies must now:
- hold the AGMS and approve the annual report including the financial report;
- record the shareholders’ resolution in a notarial deed; and
- submit the notarial deed together with the annual report electronically through the SABH system.
This makes the filing of the annual report a mandatory administrative requirement for Indonesian limited liability companies.
Reporting Timeline
The AGMS must still be held within six months after the end of the company’s financial year, as required under the Company Law.
Following the execution of the notarial deed, the report must be submitted through SABH within 30 calendar days.
To facilitate the implementation of the new system, the Ministry of Law has provided an extension for the initial reporting period, allowing companies to complete the filing until 30 November 2026.
Sanctions for Non-Compliance
Companies that fail to comply may be subject to administrative sanctions, including:
- written warnings; and
- suspension or restriction of access to the SABH system.
A company with restricted SABH access may face difficulties in processing future corporate actions, such as changes to directors, shareholders, or the articles of association, until its reporting obligations have been fulfilled.
How Can Companies Prepare?
Companies should review their annual compliance calendar and compile the financial report yearly for the year of 2025. Early preparation will help ensure that the AGMS, notarial deed, and SABH submission are completed on time and that future corporate transactions are not affected by administrative restrictions.
At Bali Exception, we assist clients to ensure compliance in the Annual Report through our legal service. Don’t hesitate to contact us.
