Ministry of Law Issues New Regulations for Company Compliance (MoL 49/2025)

On 17 December 2025, Ministry of Law enacted Minister of Law Regulation Number 49 of 2005 regarding the Terms and Procedures for the Establishment, Amendment, and Dissolution of a Limited Liability Company (“MoL 49/2025”) substitute the Minister of Law and Human Rights Regulation Number 21 of 2021 on the Requirements and Procedures for the Establishment, Amendments, and Dissolution of Limited Liability Company Legal Entities (“MoLHR 21/2021”).

Several important updates, among others:

• Disclosure of Beneficial Owner

Article 6 and 10 of MoL 49/2025 request the Company to disclose information of the beneficial owner of the company. The documents to be submitted are:

1. Power of attorney from the company’s director to the public notary regarding the beneficial owner’s information;
2. the director’s statement letter that states the name of the beneficial owner; and
3. letter of approval from the beneficial owner.

• Mandatory report on the Approval of Annual General Meeting of Shareholders (“GMS”).

Company is required to submit approval of Annual GMS through the Legal Entity Administration System (Sistem Administrasi Badan Hukum / SABH). The recorded Annual GMS shall then be submitted by the notary public to the Ministry of Law no later than 30 (thirty) days after it is signed. Company may receive a written warning from the Ministry of Law or even a blocking access to the SABH if failed to comply (Article 16 of MoL 49/2025).

• Stricter Timeframe to record amendments of Company’s Article of Association and/or Corporate Data

Article 9 of MoL 49/2025 stipulates a mandatory timeframe for the submission of amendments to a company’s articles of association and/or corporate data to the Ministry. Any changes to the composition of the board of directors and the board of commissioners must be notified by the director to the Minister for registration in the Company Register within 30 (thirty) days after such changes take effect. Meanwhile, amendments to the articles of association and/or other changes to the company’s data—excluding changes to the board of directors and the board of commissioners—must be submitted to the Minister within 30 (thirty) days from the date of the notarial deed evidencing such amendments. If the application for changes to the articles of association and/or company data is submitted outside the timeframe, it cannot be submitted to the Minister.

• Sole Proprietorship Company (Perseroan Perorangan) must submit annual Financial Statements to the Minister

Article 27 of Mol 49/2025 request the Sole Proprietorship Company to report its annual financial statements to the Minister within 6 (six) months after the end of the current accounting period. The documents to be submitted are:

1. Statement of Financial position
2. Income statement; and
3. Notes to the current year’s financial statements.

If the Sole Proprietorship Company did not submit its financial statement to the Ministry within the stipulated timeframe, for changes to the articles of association and/or company data is submitted outside the timeframe, the Company may receive a written warning from the Ministry of Law, blocking access to SABH, or revocation of the legal entity status.

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