Legal Insights

Mandatory Reporting of Annual GMS Approval to the Ministry of Law

In December 2025, the Minister of Law issued Regulation No. 49 of 2025 (“Minister Regulation”), which introduces updated procedural requirements for the establishment, amendment, and dissolution of limited liability companies in Indonesia. Among its notable provisions, the Minister Regulation clarifies the obligation to formally notify the Ministry of Law of the approval of a company’s annual report by the Annual General Meeting of Shareholders (RUPS Tahunan or “RUPST”).  

While the requirement to hold an Annual GMS remains governed by Law No. 40 of 2007 on Limited Liability Companies (“UU PT”), the new regulation establishes a clearer administrative mechanism requiring such approval to be documented in a notarial deed and electronically submitted to the Ministry. 

Set out below are further provisions contained in the Minister Regulation, as summarised: 

(1) Mandatory Notification 

Under UU PT, companies are required to hold an RUPST no later than six months after the end of the financial year. During the meeting, the Board of Directors must present the company’s annual report, including financial statements and other corporate information, to receive approval by the company’s shareholders. 

UU PT did not explicitly require the companies to formally notify or report the approval of the annual report to the Ministry of Law. This has now been further clarified under the Minister Regulation, which sets out the obligation to state the annual report approval in a notarial deed and to notify the Minister of Law through a notary via the Legal Entity Administration System (“SABH”), within 30 days from the notarial deed’s signing date. 

(2) Sanctions for Non-Compliance  

In relation with the mandatory notification of a company’s annual report approval, failure by the Board of Directors to submit the notification to the Ministry within the prescribed 30-day timeframe may trigger administrative sanctions.  

The Minister Regulation explicitly provides that non-compliance may result in written warnings issued by the Ministry, and continued failure to fulfil the reporting requirement may lead to the blocking of the company’s access to the SABH. 

(3) Supporting Documents and Required Contents 

When submitting the annual report approval notification through SABH, companies must also upload the supporting documents, which consist of: 

1. The notarial deed reflecting the GMS approval of the annual report, and 

2. The annual report itself. 

Once the notification is submitted and accepted, the Ministry will issue a receipt of notification confirming the submission. 

Overall, the mandatory notification of the annual report approval to the Ministry of Law reflects the Government’s broader effort to strengthen corporate governance, transparency, and administrative oversight of companies operating in Indonesia. Going forward, companies should ensure timely coordination with their notaries and corporate secretariat functions to comply with the new documentation and reporting requirements, in order to avoid administrative sanctions and potential disruptions to corporate filings.