ANNUAL REPORTING OF COMPANIES THROUGH THE GMS
At the end of 2025, the Government issued Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Registration of Establishment, Amendment, and Dissolution of Limited Liability Companies (“MoHR Regulation 49/2025”), which came into force on 17 December 2025. This regulation replaces Minister of Law and Human Rights Regulation No. 21 of 2021 and introduces several adjustments to the administrative procedures applicable to Limited Liability Companies.
MoHR Regulation 49/2025 restates the procedures for company establishment, mechanisms for amendments to the articles of association and company data, and introduces an annual reporting obligation for capital partnership companies through the Legal Entity Administration System (Sistem Administrasi Badan Hukum – “SABH”). These provisions apply to all companies undertaking corporate legal actions after the effective date of the regulation.
Through SWILU Edition 3 of 2026, the discussion focuses on key changes that are practically relevant for companies, particularly those relating to new administrative obligations and the legal implications of non-compliance with MoHR Regulation 49/2025.
Applicable Legal Framework
As the primary legal basis, MoHR Regulation 49/2025 was issued to optimize the implementation of legal entity administrative services and to align company registration practices with the need for greater transparency and stronger supervision. The transitional provisions of MoHR Regulation 49/2025 confirm that applications for the establishment, amendment, or dissolution of companies submitted prior to the effective date of this regulation and still in process shall continue to be processed under Minister of Law and Human Rights Regulation No. 21 of 2021.
Adjustments to Company Establishment Procedures
In the context of company establishment, MoHR Regulation 49/2025 generally maintains the mechanism of submission through SABH by a notary. However, it strengthens documentation requirements, particularly for capital partnership companies, by emphasizing the obligation to disclose the Beneficial Owner.
The Board of Directors is now required to actively identify individuals who ultimately control or benefit from the company. This obligation is implemented through the submission of beneficial ownership documents, which include, among others, a statement from the Board of Directors regarding the beneficial owner and the consent of the relevant individual. These documents form part of the records that must be retained by the notary as part of their professional accountability.
This reinforcement is in line with the principles of transparency and the prevention of misuse of legal entities, particularly in the context of compliance with anti-money laundering and counter-terrorism financing regimes.
Annual Reporting Obligation
One of the key provisions introduced under MoHR Regulation 49/2025 is the annual reporting obligation for capital partnership companies, as stipulated in Article 16 of MoHR Regulation 49/2025. The Board of Directors is required to submit the annual report that has been approved by the General Meeting of Shareholders (GMS) to the Minister electronically through SABH, no later than 30 (thirty) days from the date the notarial deed containing the approval of the annual report is executed.
In addition, the annual report must first be reviewed by the Board of Commissioners within a period of 6 (six) months after the end of the company’s financial year. The annual report must at least contain the following:
- Financial statements
- A report on the company’s activities
- A report on the implementation of corporate social and environmental responsibility
- Details of issues arising during the financial year that affected the company’s business activities
- A report on the supervisory duties carried out by the Board of Commissioners during the preceding financial year
- The names of the members of the Board of Directors and the Board of Commissioners
- Salaries and allowances of the members of the Board of Directors, as well as salaries or honoraria and other allowances of the members of the Board of Commissioners of the capital partnership company for the preceding financial year
Once the annual report has been received by the Minister of Law, the Directorate General will issue an acknowledgment letter upon receipt of the notification of approval of the annual report.
Administrative Sanctions and Their Impact on Companies
MoHR Regulation 49/2025 stipulates that failure to comply with the annual reporting obligation may result in administrative sanctions, ranging from written warnings to the blocking of the company’s access to SABH. In practice, such access restrictions may hinder various corporate actions, including the registration of changes to company data, amendments to the articles of association, and other corporate actions that require interaction with SABH.
For legal assistance from SW Counselors at Law, please contact:
Fanny, S.H.
Senior Associate
T. (+6221) 2222-0200
Bella Siboro, S.H.
Associate
T. (+6221) 2222-0200
