Indonesia's Minister of Law Regulation Number 49 of 2025 (Permenkum 49/2025) has introduced enforceable obligations around the Annual General Meeting of Shareholders (AGMS) and annual report submissions. What was previously an inconsistently enforced formality is now a mandatory compliance process with real consequences for non-compliance — including suspension of access to Indonesia's corporate filing system.
What changed: Companies must now hold an AGMS, have the resolutions notarised, prepare a compliant annual report, and file everything with the Ministry of Law via the SABH system within strict deadlines. Missing these steps can block your ability to make director changes, update shareholders, or carry out corporate restructurings.
Regulation
Permenkum No. 49/2025
AGMS Deadline
6 months after financial year-end
SABH Filing Deadline
30 days after notarial deed
Who Is Affected
All Indonesian limited liability companies (PT)
Sanction — Stage 1
Written warning
Sanction — Stage 2
SABH access blocked
1. What Is Permenkum 49/2025?
Permenkum 49/2025 is a regulation issued by Indonesia's Minister of Law governing the requirements and procedures for limited liability companies (PT). Article 16 of the regulation introduces binding obligations around the Annual General Meeting of Shareholders and annual report submissions — obligations that previously existed in law but lacked a clear enforcement mechanism.
The regulation fills three gaps that left many companies exposed:
- No clear submission process previously existed for annual reports
- No administrative sanctions were formally defined for non-compliance
- Enforcement was inconsistent across different regions and company types
In short: Annual reporting has moved from a theoretical obligation to an actively enforced compliance requirement with a defined process, deadlines, and consequences.
2. Who Is Affected?
The obligations under Permenkum 49/2025 apply to all Indonesian limited liability companies (PT), without exception. This includes:
- Companies with foreign shareholders (PT PMA)
- Domestic companies (PT PMDN)
- Dormant or inactive companies
- Small and medium-sized enterprises
- Companies that have not yet commenced operations
There is no minimum turnover threshold, no exemption for companies with a single shareholder, and no grace period for newly established companies.
If your company is registered as a PT in Indonesia, these obligations apply to you.
3. What Must Companies Do?
Compliance under Permenkum 49/2025 involves four sequential steps. Each step must be completed in order, and the process must be completed within the deadlines set out below.
- Step 1 — Hold the AGMS: Convene an Annual General Meeting of Shareholders within six months of the end of the financial year. The AGMS must formally approve the annual report and financial statements.
- Step 2 — Notarise the resolutions: The resolutions passed at the AGMS must be recorded in a notarial deed by a licensed Indonesian notary.
- Step 3 — Prepare the annual report: The annual report must be prepared in accordance with Article 16 requirements, covering all seven mandatory components (see the Annual Report Template section below).
- Step 4 — File with SABH: Submit the completed annual report and notarial deed via the SABH electronic system within 30 days of the notarial deed being signed.
4. Key Deadlines
Deadlines are calculated from the end of the company's financial year. For the majority of Indonesian companies with a 31 December financial year-end, the key dates are as follows:
31 December
End of the financial year. The clock starts here.
30 June
AGMS deadline. The Annual General Meeting of Shareholders must be held and the annual report approved no later than six months after the financial year-end.
30 days after deed
SABH filing deadline. The notarised AGMS resolutions and annual report must be submitted to the Ministry of Law via SABH within 30 calendar days of the notarial deed being signed.
Important: If your company has a financial year-end other than 31 December, your AGMS deadline is six months after your own year-end date. Contact us if you are unsure of your specific deadlines.
5. What Happens If You Miss the Deadline?
Non-compliance with the AGMS and annual report obligations triggers a two-stage administrative sanction process under Permenkum 49/2025.
Stage 1
Written Warning
The Ministry of Law will issue a written warning via the SABH system and/or by email. The company has 30 calendar days from the date of the warning to remedy the non-compliance.
Stage 2
SABH Access Suspended
If the non-compliance is not remedied within 30 days of the Stage 1 warning, the company's access to the SABH system will be suspended until compliance is achieved.
SABH suspension has significant practical consequences for day-to-day corporate management. Any change to the company's corporate structure — including director appointments, shareholder updates, capital changes, or address changes — requires a SABH submission. If SABH access is blocked, none of these filings can be processed.
Practical impact of SABH suspension: Your company will be unable to register any corporate changes with the Ministry of Law until access is restored. This can delay or block time-sensitive restructurings, shareholder exits, and regulatory filings.
6. Why This Matters Beyond the Deadline
The AGMS and annual report obligations are not just a filing formality — they sit at the centre of your company's legal standing in Indonesia. Non-compliance can create knock-on effects across multiple areas of the business.
Director & Shareholder Changes
Any change to board composition or shareholding structure requires a SABH submission. SABH suspension blocks all of these changes until compliance is restored.
Business Licence Renewals
Some business licences and permits — including OSS-linked licences — may require an up-to-date corporate standing. SABH suspension can complicate renewals.
Banking & Finance
Banks and lenders increasingly require evidence of corporate compliance as part of account opening and credit assessment. Non-compliance can delay or block these processes.
Investor & Partner Confidence
Foreign investors and business partners conducting due diligence will identify AGMS non-compliance through corporate searches. This can affect commercial negotiations.
7. How Smart Advisory Solutions Can Help
Meeting the requirements of Permenkum 49/2025 involves coordinating across accounting, legal, and notarial functions — often against tight deadlines. Smart Advisory Solutions provides end-to-end support to ensure your company remains compliant.
- Financial statement preparation — ensuring your accounts are complete, accurate, and ready for AGMS approval
- Annual report preparation — drafting compliant annual reports that meet all Article 16 content requirements
- AGMS coordination — organising and documenting the Annual General Meeting of Shareholders
- Notarial documentation — liaising with notaries to ensure AGMS resolutions are properly documented and filed
- SABH submissions and monitoring — handling electronic filings and tracking Ministry acknowledgements
- Ongoing corporate compliance support — keeping your company's legal and reporting obligations on track year-round
Frequently Asked Questions
What is Permenkum 49/2025?
Permenkum 49/2025 is a regulation issued by Indonesia's Minister of Law governing the requirements and procedures for limited liability companies. Article 16 introduces binding obligations around the Annual General Meeting of Shareholders and annual report submissions, with enforceable administrative sanctions for non-compliance.
Does this apply to my company if it is dormant or has minimal activity?
Yes. The obligation applies to all Indonesian limited liability companies (PT), regardless of activity level. Dormant companies are not exempt and must still hold an AGMS, prepare an annual report, and file with the Ministry of Law via SABH.
When is the AGMS deadline for a company with a December financial year-end?
The AGMS must be held and the annual report approved no later than 30 June — six months after the 31 December financial year-end. The SABH filing must then be completed within 30 calendar days of the notarial deed being signed.
What happens if we miss the deadline?
Companies that miss the deadline will first receive a written warning via SABH and/or email. If the non-compliance is not remedied within 30 days, SABH access will be suspended. This blocks all corporate filings — including director changes, shareholder updates, and capital changes — until compliance is restored.
What is SABH and why does suspension matter?
SABH (Sistem Administrasi Badan Hukum) is Indonesia's Ministry of Law electronic system for corporate filings. All changes to a company's legal structure — directors, shareholders, share capital, registered address — must be submitted via SABH. If your SABH access is suspended, none of these changes can be registered until the suspension is lifted.
Do we need a notary to hold an AGMS?
Yes. The resolutions passed at the AGMS must be recorded in a notarial deed by a licensed Indonesian notary before the SABH filing can be made. Smart Advisory Solutions can coordinate with notaries on your behalf as part of our compliance support service.
Can Smart Advisory Solutions prepare our annual report for us?
Yes. We assist with the preparation of compliant annual reports covering all seven mandatory components required under Article 16 of Permenkum 49/2025. See the Annual Report Template section below for a full overview of what must be included.
Annual Report for the AGMS — Template
Under Article 16 of Permenkum 49/2025, every limited liability company must prepare and submit an annual report as part of its AGMS obligations. The annual report must cover the financial year in full and be approved at the AGMS before submission to the Ministry of Law via SABH. The seven required components are set out below. Use this as a checklist and drafting guide when preparing your annual report each year.
The financial statements must cover the most recently completed financial year and include the following documents:
Balance Sheet
Current year and prior year comparative figures
Profit and Loss Statement
Income and expenses for the financial year
Cash Flow Statement
Operating, investing, and financing activities
Statement of Changes in Equity
Movements in shareholder equity during the year
Notes to the Financial Statements
Accounting policies and explanatory disclosures
A narrative summary of the company's operations and activities during the financial year, covering:
Financial Summary
A short paragraph summarising the financial results — revenue, expenses, profit or loss, and overall financial position for the year.
Corporate Actions
Any significant decisions taken by the Director or Board of Directors during the year — for example: increases or reductions in share capital; additions or removals of business classification codes (KBLI); changes to the Board of Directors or Board of Commissioners; changes to the company's registered address.
Operational Highlights
Other key developments, milestones, or changes in business activities during the year.
A report covering the company's corporate social responsibility (CSR) and environmental activities during the financial year.
CSR Activities
Date(s) and location(s) of activities, description of each activity, and supporting photo evidence where available.
Environmental Initiatives
Any environmental programmes, waste reduction measures, or sustainability efforts undertaken during the year.
If no CSR activities were conducted: Include the following statement — "During the [YEAR] financial year, the company did not undertake any corporate social responsibility or environmental activities."
Details of any significant issues that arose during the financial year and their impact on the company's operations or financial performance.
Operational Changes
Closure or reduction of business locations; restructuring or downsizing of the workforce; changes to the company's product or service offerings.
External Factors
Economic conditions, regulatory changes, supply chain disruptions, or other external events that materially affected business performance during the year.
Impact on Revenue or Operations
Description of how any issues above affected the company's revenue, costs, or day-to-day operations, and any steps taken in response.
If no significant issues arose: Include the following statement — "During the [YEAR] financial year, the company did not encounter any significant issues materially affecting its business activities."
A formal statement from the Board of Commissioners on the supervisory duties carried out during the financial year, covering:
Review of Director's Actions
Confirmation that the Board of Commissioners reviewed the material decisions and actions taken by the Director(s) during the year, and that those actions were approved or ratified.
Guidance and Oversight
Description of the BOC's involvement in guiding key decisions made by the Director(s), including any significant matters on which advice or direction was provided.
Financial Statement Review
Confirmation that the Board of Commissioners reviewed the company's financial statements for the year and found them to be a fair and accurate representation of the company's financial position.
A complete list of all members of the Board of Directors and Board of Commissioners as at the end of the financial year.
Board of Directors
Full legal name — Position/Title (e.g. Director / President Director)
Board of Commissioners
Full legal name — Position/Title (e.g. Commissioner / President Commissioner)
If any changes to the Board occurred during the financial year (appointments, resignations, or replacements), note the effective date of each change.
Disclosure of the salaries and allowances paid to Directors and Commissioners during the financial year.
Directors' Remuneration
Total salary and allowances paid to each Director for the financial year (IDR)
Commissioners' Remuneration
Total salary and allowances paid to each Commissioner for the financial year (IDR)
If the company chooses not to disclose remuneration figures: Include the following statement — "The shareholders will issue a separate decision regarding the remuneration of the Board of Directors and Board of Commissioners."
Important: All seven components above must be included in the annual report approved at the AGMS. The completed report, together with the notarised AGMS resolutions, must be submitted to the Ministry of Law via SABH within 30 days of the notarial deed being signed.
Need help with your AGMS or annual report?
Smart Advisory Solutions manages the full compliance process — from financial statement preparation and annual report drafting to notarial coordination and SABH filing.
Disclaimer: This article is intended for general informational purposes only and does not constitute legal, tax, or regulatory advice. The information reflects our understanding of Permenkum 49/2025 as at the date of publication. Regulations may be subject to change and interpretation. Smart Advisory Solutions recommends consulting a qualified legal or compliance professional for advice specific to your company's circumstances.
