News & Announcements

Indonesia’s corporate regulatory environment has entered a significant new phase with the issuance of Minister of Law Regulation No. 49 of 2025 (“MOL Regulation 49/2025”). Enacted on 17 December 2025, this new regulation introduces a more structured and robust framework for company establishment, amendment of Articles of Associations (“AOA”), and other administration process within the Ministry of Law (“MOL”).

MOL Regulation 49/2025 applies to all limited liability companies (Perseroan Terbatas), including PT PMA and it now updates the MOL’s electronic system, Sistem Administrasi Badan Hukum (“SABH”) as the central control for corporate governance and compliance control rather than previously merely as a procedural processing.

Key aspects of MOL Regulation 49/2025 that directly impact corporate governance and require immediate attention from companies:

1. Extended Timelines for Verification of AOA Amendment and Company Data

Companies should now anticipate longer (and unpredictable) processing periods for any amendments of AOA and company’s data, and this may be problematic if companies set certain specific date for corporate actions to be effective (e.g., merger). MOL Regulation 49/2025 introduces a new assessment period of up to 14 business days for the MOL to review submissions relating to amendments of a company’s data or its AOA, and extendable for another 7 calendar days if the MOL deems the documents are incomplete.

The amendment of AOA and/or company’s data above include:

AOA Amendment

1. 1. Name and/or domicile.
   2. Objectives and purposes.
   3. Company’s existence period.
   4. Capitalization, both increase and decrease.
   5. Status as public or private company.
   6. Other amendment

Amendment of Company’s Data

1. 1. Shareholders composition, either resulting from shares transfer or change of nominal of shares.
   2. Board of Directors (“BOD”) or Board of Commissioners (“BOC”) composition, including any re-appointment.
   3. Merger, acquisition and separation without AOA amendment.
   4. Dissolution of company.
   5. Expiry of company’s existence period.
   6. Shareholder name.
   7. Company’s address.

In addition, since late October 2025, a substantive verification procedure policy has also been introduced by MOL. The MOL requires existing shareholders, to first verify and confirm through the system of the submitted data on (i) shareholders composition resulting from a shares transfer, (ii) BOD or BOC composition and (iii) shareholder name. The shareholders are given 7 calendar days from receipt of a direct verification link issued by the MOL to respond to the verification request. This verification is a mandatory pre-requisite before the MOL will even begin its assessment to approve the AOA amendment.  With the new verification timelines introduced by MOL Regulation 49/2025, it remains to be seen whether the MOL would still implement its substantive verification procedure.

2. Strengthened Beneficial Ownership Disclosure Requirements

The establishment of a new company now comes with stricter beneficial ownership documentation requirements, including a formal statement from the BOD confirming the beneficial owner and an approval or acknowledgment letter from the designated beneficial owner.

Companies should take note of these requirements and coordinate early with the appointed beneficial owner prior to company establishment. This is particularly relevant for companies within a group structure, where obtaining formal approval or acknowledgment from the beneficial owner may require additional time.

3. Expanded Annual Reporting Obligations

MOL Regulation 49/2025 significantly broadens annual reporting requirements compared to its predecessor regulation, which only mandated the submission of financial statements. Unlike the previous rule, which only required submission of financial statements, the new regulation involves two new steps:

1. 1. The annual report must be approved by shareholders within six months of the financial year-end. and it must be made in a notarial deed; and
   2. Once approved, the company must submit a comprehensive annual report to the MOL (through SABH) within a 30-day window following the date of notarial deed, to include:
      1. report on the company’s business activities;
      2. report on the implementation of social and environmental responsibility;
      3. summary of material issues during the relevant financial year that affected the Company’s business;
      4. report on the supervisory activities of the BOC during the previous financial year;
      5. the names of the members of the BOD and BOC; and
      6. the remuneration of the members of the BOD and BOC for the previous financial year.

Failure to submit this expanded annual report can trigger administrative sanctions, including written warnings and, critically, system access blockage. This blockage can prevent your company from carrying out essential corporate actions, paralyzing operations.

For companies operating or planning to operate in Indonesia, early preparation, meticulous data management, and proactive compliance are no longer optional, but essential for seamless operations and avoiding costly disruptions.

If you have any questions regarding this newsletter or the implementation of MOL Regulation 49/2025, please contact us at info@wplaws.com or reach out to any of our lawyers.