The Indonesian Ministry of Law (MoL) has enacted Regulation No. 49 of 2025, introducing sweeping changes to corporate compliance for both local (PT PMDN) and foreign-owned (PT PMA) limited liability companies.

Effective December 17, 2025, this new regulation replaces the previous framework (Regulation No. 21 of 2021) and mandates that all companies must now submit a notarized Annual Report to the Ministry. It also imposes stricter checks on Ultimate Beneficial Owners (UBO) for any corporate amendments.

New Mandatory Annual Reporting to the Ministry

The most critical change for business owners is the new requirement to report the company’s Annual Report directly to the Ministry of Law.

• Previous Rule: The Board of Directors (BoD) was required to present the Annual Report to the General Meeting of Shareholders (GMS) within 6 months of the financial year-end. This was largely an internal governance matter.
• New Rule (Article 16): The GMS approval of the Annual Report must now be formalized in a Notarial Deed and submitted to the Ministry of Law via the SABH system within 30 days of the deed date.
• Consequence: An internal document has effectively become a public filing. Companies that fail to submit this will face administrative sanctions, starting with written warnings and escalating to a blocking of system access.

Stricter “Ultimate Beneficial Owner” (UBO) Checks

The regulation also tightens the scrutiny on who ultimately owns or controls the company. For any changes to company data (e.g., changing directors, shareholders, or domicile), you must now submit a complete UBO verification package via the SABH system.

Required UBO documents now include:

1. Power of Attorney from the Board of Directors authorizing the notary to submit UBO data.
2. Statement Letter from the BoD formally identifying the UBO.
3. Consent Letter signed by the UBO acknowledging their status.

Failure to upload these documents will result in an “administrative standstill,” meaning the Ministry system will reject any application to amend your company documents until the UBO data is rectified.

Digital Forms Replace Formatting Guidelines

To standardize data collection, the Ministry has shifted from “prescribed formats” to mandatory electronic forms within the SABH system.

• Establishment & Dissolution: Notaries must now complete specific digital forms for setting up or dissolving a company.
• Impact: This reduces flexibility and requires data to be 100% accurate and consistent with supporting documents, as the system will likely auto-validate entries.

What This Means for Your Business

If you own a PT or PT PMA in Indonesia, your compliance checklist for 2026 has expanded:

• Prepare for Annual GMS: You must hold your Annual General Meeting of Shareholders on time (within 6 months of year-end) and budget for a notary to attend or deed the minutes.
• Verify UBO Data: Ensure your recorded Beneficial Owners are aware they may need to sign consent letters for future company changes.
• Avoid System Blocks: Non-compliance with the annual reporting requirement can lead to your company being locked out of the Ministry system, preventing you from updating licenses or changing management in the future.

Compliance Health Check

With the new SABH system linking reporting directly to your ability to operate, “dormant” or non-compliant companies are at high risk. Contact our Indonesia corporate secretarial team to review your 2025/2026 Annual Reporting strategy and ensure your UBO documentation is ready for the new strict enforcement.