Minister of Law Regulation No. 49 of 2025 came into force on 17 December 2025. It replaces the framework established under Regulation 21/2021 and converts the annual report and Annual General Meeting of Shareholders from inconsistently enforced governance formalities into compliance obligations with defined deadlines, mandatory SABH system registration, and real administrative sanctions for non-compliance.
A PT PMA that does not convene its AGMS, prepare a compliant annual report, notarise the AGMS resolutions, and register everything through SABH within the prescribed deadline will find its access to Indonesia’s corporate filing system suspended. That suspension prevents director appointments, shareholder updates, capital restructurings, and any other corporate amendment from being processed until the compliance position is remediated.
This article covers what Permenkum 49/2025 requires, when the deadline falls, what the annual report must contain, and how TraceWorthy prepares and files this document for PT PMA clients.
What Changed in December 2025
Permenkum 49/2025 makes three changes to the governance obligations of limited liability companies in Indonesia, including all PT PMA entities.
- The Annual General Meeting of Shareholders, or RUPS Tahunan (AGMS), is now a mandatory governance milestone with a defined deadline and administrative consequences for non-observance. Holding the AGMS was already a requirement under Company Law No. 40 of 2007; enforcement under the previous framework was inconsistent. Under Permenkum 49/2025, the AGMS is a filing prerequisite.
- The annual report presented to the AGMS must be prepared in accordance with specified content requirements and must be filed with the Ministry of Law through the Sistem Administrasi Badan Hukum, or SABH (Legal Entity Administration System). The filing requirement converts what was previously an internal governance document into a registered corporate record.
- Beneficial ownership disclosure is now a mandatory component of the annual report and the SABH filing. The Ultimate Beneficial Owner, or UBO, of the PT PMA must be identified and declared in a format that the SABH system accepts before the annual report filing is processed.
The AGMS Deadline
The Annual General Meeting of Shareholders must be held within six months of the end of the company’s fiscal year. For a PT PMA operating on a January to December fiscal year, the AGMS must be conducted by 30 June of the following year.
For calendar-year companies, the 30 June 2025 AGMS deadline for the 2024 fiscal year has now passed. A PT PMA that did not convene its 2024 AGMS by 30 June 2025, did not present the annual report for the 2024 fiscal year to its shareholders, and did not file the AGMS resolutions and annual report through SABH is in default on its annual reporting obligation. The remediation pathway is available, and TraceWorthy manages it. The default does not resolve on its own.
For the 2025 fiscal year, the AGMS deadline for calendar-year companies is 30 June 2026. That deadline is six weeks away at the time of publication. PT PMA entities that have not yet initiated the annual report preparation process are within a very narrow window to complete it without entering default.
The AGMS Process
The Annual General Meeting of Shareholders requires formal notice to all shareholders, a defined agenda that includes presentation and approval of the annual report, and a quorum of shareholders or their authorised representatives. Foreign shareholders who cannot attend in person must provide a notarised and apostilled Power of Attorney authorising a representative to attend and vote on their behalf.
The AGMS resolutions must be recorded in notarial minutes. TraceWorthy prepares the annual report for presentation and works with a licensed notary to record the AGMS proceedings and convert the resolutions into a notarial deed. The notarised AGMS deed and the approved annual report are then filed through the SABH system.
The preparation timeline for a properly conducted AGMS typically requires four to six weeks from the commencement of annual report drafting to the completed SABH filing. PT PMA entities that delay initiating this process may find themselves unable to meet the 30 June 2026 deadline without compressing a process that has legal formality requirements at each stage.
What the Annual Report Must Contain
Company Law No. 40 of 2007, Article 66, establishes the mandatory contents of the annual report presented to the AGMS. Permenkum 49/2025 supplements these requirements with the beneficial ownership disclosure obligation. The annual report must include each of the following.
Financial statements prepared in accordance with applicable Indonesian financial accounting standards. For a PT PMA, this covers the balance sheet as at the fiscal year end, the income statement for the fiscal year, the cash flow statement, and the statement of changes in equity. The financial statements must be signed by the Directors.
The Board of Directors’ report on the company’s activities during the fiscal year. The Directors’ report covers the company’s operational activities, its financial performance summary, any significant events during the year, the company’s prospects for the following year, and the Board of Directors’ assessment of the company’s compliance with its obligations during the reporting period.
The Board of Commissioners’ supervisory report, where the company has a Board of Commissioners. The Commissioners’ report covers the Board’s assessment of the Directors’ management of the company during the fiscal year and any recommendations for the following year.
Corporate governance information covering the composition of the Board of Directors and, where applicable, the Board of Commissioners, including any changes during the fiscal year.
Corporate social and environmental responsibility reporting on the company’s CSR activities during the fiscal year, as required under Article 66(2) of Company Law No. 40 of 2007 and Government Regulation No. 47 of 2012 on Corporate Social and Environmental Responsibility of Limited Liability Companies. The CSR report covers environmental responsibility activities, community and social programmes, employee welfare activities beyond statutory requirements, the costs incurred, and planned activities for the following year. Companies engaged in or related to natural resource exploitation carry a mandatory CSR expenditure obligation under Article 74 of Company Law No. 40 of 2007; TraceWorthy advises on whether that obligation applies to a given company’s KBLI activities.
Information on significant legal proceedings affecting the company during the reporting period, including any disputes, claims, or regulatory enforcement actions.
Beneficial ownership declaration under Permenkum 49/2025. The UBO declaration must identify the natural person who ultimately owns or controls the PT PMA, distinct from the legal shareholders listed in the corporate registry. For a PT PMA owned by a foreign holding company, the UBO is the individual at the top of the ownership chain. The SABH system requires a completed UBO declaration before the annual report filing can be processed.
A downloadable Word template structured as eight articles, with guidance notes for every section, accompanies this article. The eight articles cover the Board of Directors’ Report, the Board of Commissioners’ Supervisory Report, Corporate Governance, Corporate Social and Environmental Responsibility, Legal Proceedings and Regulatory Status, Financial Statements, the Beneficial Ownership Declaration, and the AGMS Resolutions.
The SABH Filing
After the AGMS has been held and the AGMS resolutions have been recorded in notarial minutes, the notarised deed and the approved annual report are submitted through the SABH system. The SABH filing creates the official registered record of the company’s annual governance compliance for the fiscal year.
SABH access requires the company’s registered notary to carry active SABH credentials. TraceWorthy coordinates the SABH filing through its panel of licensed notaries with current SABH system access.
The Sanctions for Non-Compliance
Non-compliance with the annual report and AGMS obligations under Permenkum 49/2025 triggers a structured enforcement response.
A formal written warning is issued for late submission or failure to file. Where the default persists after the written warning, the Ministry of Law suspends the company’s access to the SABH system.
SABH system suspension is the most operationally damaging consequence of annual report non-compliance. Every corporate amendment that requires Ministry of Law registration, including director appointments and terminations, shareholder changes, capital increases, changes to the company’s articles of association, and any other notarial corporate amendment, is processed through SABH. A company whose SABH access is suspended cannot process any of these amendments until the annual report filing default is remediated and the suspension is lifted.
The SABH suspension consequence mirrors the OSS system access block that applies to LKPM non-compliance, described in the companion article in this series. A PT PMA entity that is simultaneously in default on LKPM filings and annual report filing has effectively lost administrative access to its own corporate structure across both systems.
The Beneficial Ownership Dimension
The UBO disclosure requirement introduced by Permenkum 49/2025 has a practical dimension that many PT PMA entities will need advisory support to navigate correctly.
For a PT PMA with a straightforward ownership structure, the UBO is the individual foreign shareholder or the Indonesian individual shareholder who directly owns the company. The declaration is straightforward.
For a PT PMA owned by a foreign holding company, which is the most common foreign ownership structure in Bali’s investment market, the UBO is the natural person who ultimately controls the holding company at the top of the ownership chain. Identifying and documenting this individual requires tracing the ownership structure through each intermediate entity. Where the ultimate owner is a trust or a fund structure rather than an identifiable natural person, additional advisory work is required to determine the declarable UBO in compliance with the SABH system’s requirements.
TraceWorthy’s annual report preparation service includes a beneficial ownership structure review as a standard component. Where the review identifies beneficial ownership documentation gaps or structural issues that affect the UBO declaration, TraceWorthy advises on the remediation steps before the SABH filing is submitted.
The Compliance Relationship Between the Annual Report and the LKPM
The annual report and the LKPM are the two recurring governance and reporting obligations that every PT PMA must manage, and their non-compliance consequences converge at the same point: the inability to process corporate amendments through Indonesia’s government systems.
LKPM non-compliance blocks OSS access. Annual report non-compliance blocks SABH access. A PT PMA in default on both obligations cannot appoint a director through SABH, cannot register a licence amendment through OSS, and cannot process any regulatory interaction with either system until both defaults are remediated.
TraceWorthy manages both obligations for PT PMA clients as integrated components of an ongoing compliance programme, not as separate transactional engagements. The financial records, employment data, and governance documentation that flow into the quarterly LKPM also inform the annual report preparation. Managing both from the same advisory relationship prevents the data inconsistencies that arise when the two obligations are handled by different parties without coordination.
How TraceWorthy Prepares the Annual Report
TraceWorthy’s annual report preparation service covers the full cycle from fiscal year-end to SABH filing.
The process begins with data collection: the company’s financial statements for the fiscal year, the Directors’ report on operations, the governance documentation covering board composition and any changes during the year, and the beneficial ownership structure review.
TraceWorthy drafts the annual report using the template that accompanies this article, completing each of the eight articles with the company’s specific information. This includes the financial performance summary, the investment realisation and employment data, the CSR activity record and expenditure, the governance disclosures, the legal proceedings assessment, and the beneficial ownership structure review. The draft is presented to the Directors for review and approval before it is finalised for AGMS presentation.
TraceWorthy then coordinates the AGMS, preparing the shareholder notice, the meeting agenda, and the resolution documents. Where foreign shareholders require a Power of Attorney for AGMS representation, TraceWorthy prepares the POA documentation and advises on the notarisation and apostille requirements applicable in the shareholder’s country of residence.
The AGMS is conducted, the resolutions are recorded, and the notarial minutes are prepared by the engaged notary. TraceWorthy manages the SABH submission of the notarised deed and the approved annual report and confirms registered status once the filing is processed.
Conclusion
Every PT PMA operating on a calendar fiscal year faces an annual report obligation with a 30 June deadline. Under Permenkum 49/2025, the obligation now carries defined sanctions, a mandatory SABH filing requirement, and a UBO disclosure component that requires the ownership structure to be assessed before the filing is submitted.
PT PMA entities that have not yet held their 2025 AGMS or initiated the annual report preparation process have six weeks to complete a process that typically requires four to six weeks from commencement to SABH filing.
PT PMA entities in default on the 2025 annual report, having passed the 30 June 2026 deadline, can remediate the default through a catch-up AGMS and filing. TraceWorthy manages that remediation.
Contact TraceWorthy to initiate the annual report preparation and AGMS process, to manage outstanding annual report defaults, or to assess the beneficial ownership structure before the SABH declaration is submitted.
Glossary
| Indonesian Term | Abbreviation | English Translation or Explanation |
|---|---|---|
| Laporan Tahunan | Annual Report; the governance document required under Article 66 of Company Law No. 40 of 2007, presented to the AGMS and filed through SABH | |
| Peraturan Menteri Hukum | Permenkum | Minister of Law Regulation; Permenkum 49/2025 is the regulation governing mandatory annual reporting and SABH filing for all limited liability companies in Indonesia, effective 17 December 2025 |
| Perseroan Terbatas Penanaman Modal Asing | PT PMA | Foreign Capital Investment Limited Liability Company; subject to both annual report and LKPM obligations under Indonesian law |
| Rapat Umum Pemegang Saham Tahunan | RUPS Tahunan / AGMS | Annual General Meeting of Shareholders; must be held within six months of the company’s fiscal year end; the forum at which the annual report is presented and approved |
| Sistem Administrasi Badan Hukum | SABH | Legal Entity Administration System; the Ministry of Law’s corporate filing system through which annual report filings, AGMS resolutions, director appointments, and shareholder amendments are registered |
| Surat Kuasa | SKU / POA | Power of Attorney; required for foreign shareholders who cannot attend the AGMS in person; must be notarised and, depending on the country of execution, apostilled before use in Indonesia |
| Ultimate Beneficial Owner | UBO | The natural person who ultimately owns or controls the PT PMA; must be identified and declared in the SABH annual report filing under Permenkum 49/2025 |
Frequently Asked Questions
When is the PT PMA annual report deadline for the 2025 fiscal year?
For companies with a January to December fiscal year, the AGMS must be held and the annual report filed through SABH by 30 June 2026.
What happens if a PT PMA misses the annual report deadline?
The Ministry of Law issues a written warning. If the default continues, the company’s SABH system access is suspended, preventing director appointments, shareholder changes, and all notarial corporate amendments until the filing is remediated.
Is beneficial ownership disclosure mandatory in the PT PMA annual report?
Yes. Permenkum 49/2025 requires a UBO declaration as a component of the annual report and the SABH filing. The SABH system will not process the filing without a completed beneficial ownership declaration.
What does the downloadable annual report template include?
The bilingual template covers eight articles in Indonesian and English: Board of Directors’ Report, Board of Commissioners’ Supervisory Report, Corporate Governance, Corporate Social and Environmental Responsibility, Legal Proceedings and Regulatory Status, Financial Statements, Beneficial Ownership Declaration, and AGMS Resolutions.