FAQ
“I recently received information that directors of a Limited Liability Company (PT) are now required to report the Annual General Meeting (AGM), financial statements, and company activities through a notarial deed in the Legal Entity Administration System (SABH). If this is not completed by June 2026, the company may be blocked from the AHU system. Is this true?”

THE GOVERNMENT IS STRENGTHENING CORPORATE COMPLIANCE THROUGH SABH
Yes. Since the enactment of Minister of Law Regulation No. 49 of 2025 concerning the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies (“Permenkum 49/2025”), significant changes have been introduced that directly affect corporate governance in Indonesia.

One of the most notable changes is the requirement to submit approval of the company’s annual report, which has been approved in the Annual General Meeting of Shareholders (AGM), to the Minister of Law through the Legal Entity Administration System (SABH).

In other words, holding an AGM is no longer merely an internal corporate process. The approval of the annual report must now be formalized in a notarial deed and submitted electronically through SABH within a specified period.

For many companies, this represents a significant regulatory development because it introduces a new administrative compliance obligation that was previously not expressly incorporated into the SABH framework.

NEW REGULATION: MINISTER OF LAW REGULATION 49/2025
This regulation governs various aspects of corporate administration conducted electronically through SABH.

In addition to regulating company incorporation and amendments to corporate data, the regulation introduces a more integrated annual reporting mechanism within the Ministry of Law’s administrative system.

The regulation implements the existing obligation to hold an Annual General Meeting of Shareholders, as stipulated under Section 78 paragraph (2) of Law No. 40 of 2007 concerning Limited Liability Companies (“Corporation Act”), which requires an AGM to be held no later than six months after the end of the financial year.

At the AGM, the Board of Directors must present the annual report to shareholders for approval and ratification.

NEW REQUIREMENT: APPROVAL OF THE ANNUAL REPORT MUST BE SET OUT IN A NOTARIAL DEED
One of the most significant changes is found in Section 16 of Permenkum 49/2025, which requires approval of the annual report by the AGM to be recorded in a notarial deed.

Furthermore, the approved annual report must be submitted to the Minister no later than 30 days after the notarial deed has been executed.

This means that after the AGM has been held and shareholders have approved the annual report, the approval cannot simply remain in the company’s internal records.

The resolution must:
– be incorporated into a notarial deed;
– be reported to the Minister of Law; and
– be submitted through SABH.
This is arguably the most significant change introduced by Permenkum 49/2025.

Previously, many companies did not formalize approval of annual reports through a notarial deed. Under the new framework, such approval must be documented in a notarial deed as the basis for reporting to the Minister.

WHAT IS THE ANNUAL REPORT APPROVED AT THE AGM?
To understand this reporting obligation, it is necessary to refer to Section 66 of the Corporation Act, which requires the Board of Directors to prepare an annual report containing at least:
– financial statements prepared in accordance with Indonesian Financial Accounting Standards (SAK);
– a report on the company’s business activities;
– a report on corporate social and environmental responsibility activities (CSR);
– details of issues affecting the company’s business operations;
– a supervisory report from the Board of Commissioners;
– the names of directors and commissioners; and
– remuneration of directors and commissioners.

This annual report is then submitted to shareholders at the AGM for approval.

SECOND REQUIREMENT: FINANCIAL STATEMENTS MUST COMPLY WITH INDONESIAN FINANCIAL ACCOUNTING STANDARDS (SAK)
Apart from reporting AGM resolutions, one of the most important obligations concerns the company’s financial statements.

Many business owners assume that financial statements only need to be prepared for internal purposes.

However, Section 66 Corporation Act requires that the annual report include financial statements prepared in accordance with Indonesian Financial Accounting Standards (Standar Akuntansi Keuangan / SAK).

SAK is the accounting framework established by the Indonesian Institute of Accountants (Ikatan Akuntan Indonesia / IAI) and serves as the official standard for preparing corporate financial statements in Indonesia.

Therefore, the financial statements approved at the AGM and subsequently reported through SABH cannot be prepared arbitrarily. They must comply with the applicable accounting standards in Indonesia.

COMPONENTS OF FINANCIAL STATEMENTS THAT MUST GENERALLY COMPLY WITH SAK
In practice, the financial statements forming part of the annual report generally include:

1. Balance Sheet (Statement of Financial Position)
This report presents: assets, liabilities, and shareholders’ equity.
2. Income Statement (Profit and Loss Statement)
This report presents: revenue, expenses, and profit/loss report.
3. Cash Flow Statement
This report presents: operating cash flows, investing cash flows, and financing cash flows.
4. Statement of Changes in Equity
This report shows changes in share capital and retained earnings.
5. Notes to the Financial Statements
These notes provide details of transactions and explain the accounting policies applied. Together, these five documents generally form the financial statements that are submitted to shareholders for approval at the AGM.

REPORTING DEADLINES: JUNE – JULY 2026
There are two critical deadlines that every company owner/director should understand.

First, pursuant to Section 78 paragraph (2) of the Corporation Act, the AGM must be held no later than six months after the end of the financial year, meaning by June 2026 for companies with a financial year ending on 31 December 2025.

Second, once the notarial deed has been executed, the approved annual report must be submitted through SABH within 30 days.

Failure to comply with either deadline may result in administrative consequences and sanctions for the company.

WHAT ARE THE SANCTIONS FOR FAILURE TO REPORT?
This is one of the most frequently asked questions by company owners.

Section 17 of Permenkum 49/2025 provides that companies failing to submit approval of their annual reports may be subject to administrative sanctions.

These sanctions include:
– written warnings; and
– suspension or blocking of access to SABH.
Although these sanctions may appear administrative in nature, their practical impact can be severe.

A blocked company may be unable to carry out important corporate actions, including:
– appointment, replacement, or extension (period) of directors and commissioners;
– sale, transfer, or amendment of share ownership;
– rights issues;
– amendments to the Sections of Association; and
– other corporate actions.
As a result, investments, corporate restructurings, and business transactions may be delayed until the reporting obligations have been fulfilled.

WHAT SHOULD DIRECTORS DO NOW?
Directors and shareholders should begin preparing the following immediately:

1. Comparative Financial Statements
The company should prepare comparative balance sheets and profit-and-loss statements. For this initial reporting cycle, the company must present comparative data for the 2024 financial year as part of the 2025 financial year report.
2. Business Activity Report
This should include:
– material contracts;
– strategic business collaborations; and
– business performance indicators, including revenue growth.
3. Corporate Social and Environmental Responsibility (CSR) Report
4. Business Issues Report
5. Supervisory Report
A report issued by the Board of Commissioners on its supervisory activities.
6. Corporate Structure and Remuneration
The names of directors and commissioners, together with details of their remuneration structure.

Companies that have not maintained robust corporate administration systems should consider conducting a legal compliance review to minimize the risk of SABH blockage in the future.

AUDIT REQUIREMENTS
Pursuant to Section 68 paragraph (1) of the Corporation Act, if your company:
– collects funds from the public;
– issues debt acknowledgment instruments; or
– has assets and/or annual revenue of at least IDR 50 billion,
its financial statements must be audited by an independent Public Accountant before being approved at the AGM.

In addition, many business owners mistakenly believe that dormant companies or companies undergoing liquidation or bankruptcy proceedings are exempt from reporting obligations.

This is incorrect.

Under Section 143 paragraph (1) and Section 152 paragraph (5) of the Corporation Act, a company remains a valid legal entity until it is formally removed from the legal entity register maintained by the Ministry of Law.

Accordingly, during liquidation or bankruptcy proceedings, the Liquidator or Bankruptcy Trustee assumes the responsibilities of the Board of Directors, including responsibility for fulfilling corporate administrative reporting obligations through SABH.

CONCLUSION
Permenkum No. 49 of 2025 introduces several important obligations for PT owners:
1. AGM resolutions approving the annual report must be documented in a notarial deed (deadline: June 2026);
2. Financial statements prepared in accordance with Indonesian Financial Accounting Standards (SAK) must be approved and reported (deadline: June 2026);
3. The approved annual report must be submitted through SABH by a notary (deadline: July 2026).

As a result of these new requirements, the AGM is no longer merely an internal corporate matter. It has become an integral component of Indonesia’s corporate compliance framework administered through SABH.

Author: Jose Tjahjono, SH., LL.M., CPLA.