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The Ministry of Law (“MoL”), through the Directorate General of General Legal Administration (Direktorat Jenderal Administrasi Hukum Umum), is the primary governmental authority in Indonesia, whose functions include, among others, policy formulation, implementation of policies, and implementation of monitoring and reporting in the field of business entities, particularly with respect to legal administration. In this capacity, the MoL plays a central role in the legal administration of limited liability companies, including establishment, amendments to articles of association, and dissolution.

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As part of the MoL function in policy formulation, the MoL has introduced a new corporate compliance obligation requiring companies to prepare an annual report, obtain General Meeting of Shareholders (“GMS”) approval, and submit the GMS approval to the MoL. This obligation is set out under Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Company ("MoL Regulation 49/2025"). 

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Key Points

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MoL Regulation 49/2025 introduces a new layer of corporate compliance by requiring not only the preparation and approval of annual report at the GMS, but also the filing of that approval with the MoL, together with the annual report. At the same time, the MoL has established a clear enforcement mechanism. Companies that fail to comply with the filing requirements may face administrative sanctions, ranging from a written warning to suspension of access to the Legal Entity Administration System (Sistem Administrasi Badan Hukum or "SABH"), which can directly impact their ability to carry out corporate filings.   

 

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Reporting Obligation and Timeframe 

 

The legal framework governing an annual report of companies is primarily set out in Law No. 40 of 2007 on Limited Liability Company, as amended by Law No. 6 of 2023 on the Enactment of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation into Law (“Company Law”). Under the Company Law, the Board of Directors ("BoD") must prepare the company’s annual report, have it reviewed by the Board of Commissioners ("BoC"), and thereafter submit the annual report to the GMS for approval, no later than 6 (six) months after the end of each financial year.​

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Based on this existing requirement, MoL Regulation 49/2025 further requires the BoD to submit the GMS approval of the company’s annual report, once documented in a notarial deed, to the MoL through a notary via SABH. This submission must be made together with the company’s annual report within 30 (thirty) days from the date the notarial deed is executed.

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Annual Report

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The company’s annual report to be submitted to the MoL should consist of at least the following:

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1. the company's financial statements, which include at minimum:

   • the balance sheet as of the end of the relevant financial year compared with the previous financial year;

   • profit and loss statement for the relevant financial year;

   • cash flow statement; 

   • statement of changes in equity; and

   • notes to the financial statements. ​

2. report on the company's business activities; 

3. report on the implementation of corporate social and environmental responsibility;

4. details of material issues affecting the company's business activities;

5. report on the supervisory duties carried out by the BoC;

6. the names of the members of the BoD and the BoC; and

7. information on the remuneration and benefits of the members of the BoD and the BoC. ​​​

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Financial Statements

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Under the Company Law, a company’s financial statements are subject to audit by a public accountant when meeting the following criteria:

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1. the company’s business activities involve raising and/or managing public funds;

2. the company issues a debt instrument to the public;

3. the company is a public company;

4. the company is a Persero (state‑owned limited liability company);

5. the company has assets and/or turnover with a total value of at least Rp50,000,000,000 (fifty billion rupiah); or

6. it is required by laws and regulations.

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Administrative Sanctions

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A company that fails to submit the GMS approval of the company’s annual report to the MoL, or fails to do so within the prescribed timeframe, may be subject to the following administrative sanctions:

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1. a written warning, delivered through a notification in the SABH and/or by electronic mail, if the company fails to meet the applicable submission deadline; and 

2. the suspension of the company's access to the SABH, if the company fails to fulfill its reporting obligation within 30 (thirty) days after receiving the written warning notification. 

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