Every limited liability company (PT) in Indonesia must hold an annual general meeting of shareholders (AGMS). This includes every PT PMA. The meeting is mandatory under the Company Law and must take place within six months after the fiscal year ends. For most companies, whose fiscal year closes on 31 December, the deadline is 30 June.
Many business owners assume a shareholders’ meeting is only needed when something changes, such as a new shareholder or director. In reality, it works the other way around. The annual meeting is a yearly compliance requirement, and it must be held even when nothing in the company changes.
This article walks you through the essentials of AGMS, including the process, timeline, and consequences.
The Two Types of Shareholders’ Meetings
The shareholders’ meeting, Rapat Umum Pemegang Saham (RUPS), is regulated by Law No. 40 of 2007 on Limited Liability Companies. Under Article 78, there are two types, and they serve different purposes.
- Annual GMS (RUPS tahunan), which is mandatory. The Board of Directors must hold it every year, no later than six months after the fiscal year ends. Its purpose is fixed by law: the directors present the annual report, and the shareholders decide on it.
- Extraordinary GMS (RUPS luar biasa), which can be held at any time the company needs a shareholder decision. This is the meeting for changing the Articles of Association, appointing or replacing directors and commissioners, transferring shares, or increasing capital.
In other words, you can hold Extraordinary GMS at any time to make corporate changes. And the annual meeting does not depend on having changes to make. Its subject is the year’s accountability.
So whether there were any changes during the year or not, annual GMS must happen either way.
What the Annual GMS Must Cover
The main agenda of the annual meeting is the annual report. Under Article 66 of the Company Law, the Board of Directors must submit a report containing at least:
- The financial statements: the year-end balance sheet compared against the previous year, the profit and loss statement, the cash flow statement, the statement of changes in equity, and the notes
- A report on the company’s activities during the year
- A report on social and environmental responsibility, for companies in or connected to natural resources
- Issues during the year that affected the business
- The supervisory report of the Board of Commissioners
- The names of the directors and commissioners
- The salaries and allowances of the directors and the remuneration of the commissioners
Before the report reaches the shareholders, all members of both boards sign it, and the Board of Commissioners reviews it. Furthermore, from the day the meeting invitation goes out, the report must also be available at the company’s office for inspection.
At the meeting itself, the shareholders approve the annual report and ratify the financial statements under Article 69. In practice, the agenda walks through the report items one by one, from the financial statements to the boards’ remuneration, with a vote recorded on each.
They also decide how to allocate the net profit, including whether to pay dividends, and appoint the public accountant if an audit if required.
Many companies also grant the boards a discharge (acquit et de décharge). This releases the directors and commissioners from liability for the year as far as their actions appear in the approved report.
On the audit point: under Article 68, companies holding public funds, issuing debt instruments, or with assets of IDR 50 billion or more must have their financial statements audited before the meeting. The audit takes time, which is one more reason not to leave the meeting until June.
New AGMS Filing Requirement: Notarial Deed and AHU Reporting
Until recently, many private companies treated the annual GMS as an internal affair. The meeting was held, the minutes went into a drawer, and nothing was filed anywhere. Minister of Law Regulation No. 49 of 2025, in force since 17 December 2025, ends that practice.
Under Article 16 of the regulation, the approval of the annual report can no longer live in internal minutes alone. It must be set out in a notarial deed. The directors then submit the approval to the Minister of Law through the notary, electronically via the AHU Online system (SABH), within 30 days of the date the deed is signed.
The filing includes supporting documents: the notarial deed of approval and the annual report itself. In other words, the company’s annual report, financial statements included, now reaches the ministry.
Once the filing is complete, the Directorate General of Legal Administration issues a receipt.
Under Article 17, the sanctions for missing the filing start with a written warning and escalate to the blocking of your AHU system access. Since Indonesian government systems are now interconnected, a blocked company can also lose access to OSS, and through it to the systems used for immigration, BPJS, and licensing.
For an active business, this can freeze operations for weeks.
Procedure for Holding the Annual GMS
The Company Law sets the mechanics, while the company’s Articles of Association may add detail on top, as long as they do not conflict with the law. The process runs in five steps.
1. Prepare and review the annual report
The directors compile the report and finalize the financial statements, with an audit where required. The Board of Commissioners then reviews the report before it goes to the shareholders.
2. Send the invitation at least 14 days before the meeting
Once the report is ready, the Board of Directors sends the meeting invitation to all shareholders, no later than 14 days before the meeting date. The day of the invitation and the day of the meeting do not count toward the 14 days. The invitation goes out by registered letter or newspaper announcement, depending on the Articles of Association, and it must state the date, time, venue, and agenda. It should also note that the annual report is available for inspection at the office. As for the venue, you must hold the meeting in Indonesia, at the company’s domicile or principal place of business.
3. Meet the quorum
The annual GMS is valid if more than half of the total shares with voting rights are present or represented, unless the Articles of Association set a higher threshold. If the quorum fails, you can call a second meeting, which is valid with at least one third of the voting shares.
If that also fails, the company may ask the chairman of the district court to set the quorum for a third meeting.
4. Hold the meeting and record the minutes
Shareholders can attend in person or through a proxy with a power of attorney. The proxy route is the usual arrangement for foreign shareholders who are not in Indonesia. Alternatively, under Article 77, the meeting can be held by video conference, provided all participants can see and hear each other directly.
5. Put the approval in a notarial deed and report it
Since December 2025, the shareholders’ approval of the annual report must be set out in a notarial deed. The directors then submit the approval to the Ministry of Law through the notary, electronically via the AHU Online system, within 30 days of the deed being signed.
Emerhub’s corporate secretarial team handles each of these steps for clients in Indonesia, from preparing the report and resolutions to the notarial deed and the AHU filing. If you are unsure where your company stands with this year’s deadline, get in touch and we will check for you.
Holding the Annual GMS by Circular Resolution
For closely held companies, the law allows the decision to be taken without convening a physical meeting.
Under Article 91, shareholders can adopt a binding circular resolution in writing, provided every shareholder with voting rights approves and signs the proposal. The resolution has the same legal force as a meeting decision.
However, this changes only the format, not the obligation. The annual report must still be prepared and approved every year, and the approval still goes into a notarial deed and gets reported through AHU.
Recommended Timeline for AGMS
For a company whose fiscal year ends on 31 December, we recommend the following sequence.
- Close the books in the first quarter
- If your company requires an audit, complete it in the same period
- In April, hand the annual report to the Board of Commissioners for review. Then aim to hold the meeting in May.
This keeps you a month clear of the 30 June deadline and gives foreign shareholders time to arrange their powers of attorney.
Remember that the invitation must go out at least 14 days before the meeting date. And after the meeting, you must sign the notarial deed as soon as possible, so the notary has the full 30 days to file through SABH.
Leaving everything until June creates a bottleneck. Notaries are at their busiest, audits are still being finalized, and documents from foreign shareholders still need legalization. All of it competes for the same few weeks.
How can Emerhub help?
Emerhub’s corporate secretarial team in Indonesia manages this cycle from start to end.
We prepare the annual report and resolutions, arrange powers of attorney for foreign shareholders, and coordinate the notarial deed and SABH filing.
If your company has not held its annual GMS yet, or has never filed under the new regulation, contact our team and we will bring your compliance up to date.
Frequently asked questions
Article 78 of the Company Law requires every PT, including every PT PMA, to hold an annual GMS no later than six months after the fiscal year ends. The obligation applies every year, whether or not anything in the company has changed. The meeting exists to approve the annual report and financial statements, not to make corporate changes.
Six months after the end of the fiscal year. Most Indonesian companies use a January to December fiscal year, which puts the deadline at 30 June. Since December 2025, the approval must also be set out in a notarial deed and reported to the Ministry of Law through SABH within 30 days of the deed being signed.
Under Article 91, shareholders can adopt a circular resolution in writing instead of meeting, provided every shareholder with voting rights signs it. The resolution has the same legal force as a meeting decision. The law also permits meetings by video conference where all participants can see and hear each other. Either way, the approval still needs the notarial deed and the SABH filing under the 2025 regulation.
Since December 2025, the company faces administrative sanctions, from a written warning up to the blocking of its SABH access. A blocked company cannot register any change to its Articles of Association, boards, shareholders, or capital until compliance is restored. And since Indonesian systems are now connected, it could also result in losing access to banking, KITAS renewals, and more.
All members of the Board of Directors and all members of the Board of Commissioners. If a member refuses to sign, the reasons must be stated in writing. Otherwise, the member is deemed to have approved the contents.
