Minister of Law Regulation No. 49 of 2025 on Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies (“Regulation 49/2025”) introduces an updated administrative framework governing corporate legal entity services under the Ministry of Law of the Republic of Indonesia. The regulation is intended to modernize corporate administration by aligning it with the development of electronic public services, enhancing transparency, and strengthening the monitoring of corporate compliance. It also consolidates various corporate administrative procedures within the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”).
Regulation 49/2025 introduces major changes to the way a company’s annual report is managed. The Board of Directors shall submit the annual report to the General Meeting of Shareholders (GMS) after it has been reviewed by the Board of Commissioners, no later than 6 (six) months after the end of the Company’s financial year. The approval of the annual report by the GMS shall be recorded in a notarial deed. The approval of the annual report by the GMS shall be submitted to the Minister of Law by the Board of Directors through a notary within a period of no later than 30 (thirty) days from the date the notarial deed is signed through the SABH.
The information to be included in a company’s annual report must at least consist of:
- financial statements consisting of the balance sheet for the most recently completed fiscal year compared with the previous fiscal year, the income statement for the recent fiscal year, the cash flow statement, the statement of changes in equity, and the related notes to the financial statements;
- a report on the company’s activities;
- a report on the implementation of social and environmental responsibility;
- details of significant issues arising during the fiscal year that affected the company’s business activities;
- a report on the supervisory duties carried out by the board of commissioners during the fiscal year;
- the names of the members of the board of directors and the board of commissioners; and \
- remuneration information, including salaries and allowances for members of the board of directors as well as salaries or honorariums and allowances for members of the board of commissioners for the relevant fiscal year.
Regulation 49/2025 also introduces administrative sanctions for companies that fail to comply with these obligations. Such sanctions may include a written warning and, if the non-compliance persists, the blocking of the company’s access to its account in the SABH.
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Published by: IABF Law Firm
Published on: 7 March 2026
