04 Feb 2026
Corporate Actions in Indonesia Face New Scrutiny under MOL Regulation No. 49 of 2025

The Minister of Law (“MOL”) has issued Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment and Dissolution of Limited Liability Companies (“Reg. 49”), replacing Minister of Law and Human Rights Regulation No. 21 of 2021 (“Reg 21”). 

Reg. 49 was issued to align corporate administration with recent developments in Indonesian company law, including amendments introduced under the Omnibus Law regime, and to enhance transparency and accountability. However, it also introduces new procedural steps and compliance requirements that may increase time and cost for certain corporate actions.

Key changes include:

1. Implementing authority
   Under Reg. 49, the Director General of General Legal Administration (“Director General”) acts on behalf of the MOL for all corporate administrative matters. 

2. Introduction of Definition of Beneficial Owner
   Reg. 49 defines a Beneficial Owner as an individual who is able to appoint or dismiss the directors, board of commissioners, management, trustees, or supervisors of a corporation; has the ability to control the corporation; is entitled to and/or receives benefits from the corporation, directly or indirectly; is the true owner of the corporation’s funds or shares; and/or otherwise meets the criteria under applicable laws and regulations.

3. Supporting documents on Beneficial Owner 
   Reg. 49 requires additional supporting documents relating to the Beneficial Owner in connection with company establishment, changes to company data, and amendments to the Articles of Association (“AoA”), including:

   i.  a power of attorney from the Board of Directors (“BoD”) authorizing the notary to submit Beneficial Owner information;

   ii. a statement letter from the BoD confirming the identity of the Beneficial Owner; and

   iii. a consent letter from the company’s Beneficial Owner.

4. Substantive review / examination requirement 
   Reg. 49 significantly revises the existing process for applications for amendments to the AoA and changes to company data. This review must be completed within 14 business days from receipt of the application by the MOL. 
   
   If the MOL identifies any inconsistencies or deficiencies in the submitted information or supporting documents, the application will be returned to the notary for correction. The notary must rectify these deficiencies within 7 business days from the date of notification; otherwise, the application will be rejected and a new application must be submitted.
   
   In addition, applications relating to certain amendments to the AoA and company data now requires submission of (A) the annual financial report and (B) receipt of acceptance tax annual report submission (surat pemberitahuan tahunan). 
   
   Currently, the MOL carries out substantive verification for changes to (i) the composition of the BoD and Board of Commissioners (“BoC”), (ii) share transfers, and (iii) shareholder names. To date, the verification process is carried out by the MOL electronic system which automatically sends confirmation emails to all shareholders upon receipt of an application for notification to the MOL in respect of any of the above actions. Shareholders must confirm the relevant email within 7 days in order for the MOL system to proceed with the notification application.
   
   The MOL electronic system is expected to be further updated to align with the new reporting requirement, with additional functionalities being introduced in the future. 

5. Annual report reporting obligations  
   Reg. 49 reaffirms the requirement under the Company Law for companies to convene an Annual General Meeting of Shareholders (“AGMS”) no later than 6 months after the close of the financial year. It further requires companies to submit evidence of AGMS approval of the annual report to the MOL. 
   
   The minutes of the AGMS must be formalized in a notarial deed and submitted to the MOL by the BoD through a notary within 30 business days from execution of the deed. 
   
   While the Company Law does not expressly regulate sanctions for failure to convene the AGMS within the prescribed timeframe, Reg. 49 introduces administrative sanctions including (a) issuance of written warning; and (b) blocking or termination of access to the MOL’s electronic system database (i.e., Legal Entities Administrative System/Sistem Administrasi Badan Hukum), to be imposed in stages. If the company fails to comply within 30 days as of the written warning, access to the system will be blocked.
   
   At present, the MOL electronic system has not yet accommodated this reporting requirement, and the practical implementation of this obligation remains unclear.

ABNR Commentary

Reg. 49 aims the MOL’s efforts to strengthen transparency, effectiveness, accountability, and corporate governance, but it introduces additional administrative procedures that may require increased efforts and incur additional costs, potentially extending the timeline for certain corporate actions. Companies should therefore pay closer attention to ongoing corporate compliance to avoid potential sanctions.

The MOL’s electronic system should accommodate the full range of corporate actions under Reg. 49, thereby ensuring accountability and providing certainty to meet business demands for efficiency and timeliness. It is also essential that the MOL promptly issues official guidelines, particularly regarding the substantive verification process, to assist companies in understanding and adhering to the relevant procedures and requirements.

By partners Agus Ahadi Deradjat (aderadjat@abnrlaw.com), Adri Dharma (adharma@abnrlaw.com), associates Cinda Sitanggang (rsitanggang@abnrlaw.com), and Florence Hermawan (fhermawan@abnrlaw.com) 

This ABNR News and its contents are intended solely to provide a general overview, for informational purposes, of selected recent developments in Indonesian law. They do not constitute legal advice and should not be relied upon as such. Accordingly, ABNR accepts no liability of any kind in respect of any statement, opinion, view, error, or omission that may be contained in this legal update. In all circumstances, you are strongly advised to consult a licensed Indonesian legal practitioner before taking any action that could adversely affect your rights and obligations under Indonesian law.