KEY CHANGES UNDER MINISTER OF LAW REGULATION NO. 49 OF 2025
News |
05 Sep 2026
Written by
Omnilegal Team
The government has issued a new regulation to replace the Minister of Law and Human Rights Regulation No. 21 of 2021 on Terms and Procedures for the Registration of Establishments, Amendment and Dissolution of Limited Liability Company.
A. The Company’s Obligation on Making and to Submit the Company’s Annual Report in Notarial Deed and Notified to the Minister of Law
One of the compliances under Company’s Law in terms of Good Corporate Governance, wherein the company’s obligation on annual report* submitted by the board of directors, after reviewed by the board of commissioners, within no later than 6 (six) months after end of company’s fiscal year, and approved at the General Meeting of Shareholders (GMS) now shall be set out in a notarial deed.
The notary shall submit the GMS notarial deed of the company’s annual report to the Minister of Law no later than 30 (thirty) calendar days from the date of execution of the notarial deed to obtain the receipt letter of notification from the Ministry of Law.
Company’s annual report contains among others:
company’s financial statements;
company’s activities report;
company’s social and environmental responsibility report;
details on issues during the fiscal year which had an impact on the company’s activities;
supervisory duties report by the board of commissioner during the fiscal year;
detail name of the company’s board of director and board of commissioner;
company’s board of director and board of commissioner remuneration for the fiscal year.
B. Administrative Sanction Due
A company that fails to fulfill the obligation or exceeds the deadline for submitting the approval of annual report at the company’s GMS to the Minister of Law may be subject to administration sanction in the form of written warning letter and access blocking.
The written warning letter submitted through notification in Legal Entity Administration System (Sistem Administrasi Badan Hukum/SABH) and/or e-mail. If within 30 (thirty) calendar days from the date of the submission of written warning letter and the company still does not fulfill its obligation, the company shall be subject to access blocking sanction in the form of suspension of the company’s access to SABH.
C. Data Examination of the Amendment to the Company’s Articles of Association or Data
Any amendment to the company’s Articles of Association (AoA) or data shall be subject to data examination to verify the consistency between the amendment data and the minutes of the GMS regarding the amendments of company’s AoA or data, or the circular resolution of shareholders and the latest data recorded in SABH. The verification shall be conducted no later than 14 (fourteen) business days from the date of applicant’s letter for the amendment to the company’s AoA or data is received.
IMPORTANT NOTES FOR DATA VERIFICATION
In practice, the examination of amendments to a company’s data requires verification from the shareholders by sending specific hyperlink to shareholders’ registered e-mail addresses.
Each shareholder’s telephone number and e-mail address must be different from those of other shareholders, as well as from those of the board of directors and the board of commissioners, even where an individual holds positions as both a shareholder and a board member.
IMPORTANT NOTES FOR COMPANY’S VERIFICATION
In the event of any inconsistency and/or lack of completeness in the documents, the applicant’s letter will be returned to the notary, and the notary shall complete the incomplete documents no later than 7 (seven) calendar days from the date the notification of lack of completeness is delivered. In the event that the notary does not complete the required documents, the application will be rejected and the notary must re-apply the application.
