New Rules for Limited Liability Companies: Highlights of Minister of Law Regulation No. 49 of 2025
On December 11, 2025, the Minister of Law (the “Minister”) enacted Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Company Legal Entities (“Regulation 49/2025”), which regulation came into effect as of December 17, 2025.
Regulation 49/2025 revokes and replaces the Minister of Law and Human Rights Regulation No. 21 of 2021 on the Requirements and Procedures for the Registration of the Establishment, Amendment, and Dissolution of Limited Liability Company Legal Entities (the “Previous Regulation”). Regulation 49/2025 aims at optimizing and streamlining the implementation of legal services for limited liability companies (or perseroan terbatas in Indonesian, a “PT”). Similar to the Previous Regulation, Regulation 49/2025 applies to a PT established as a joint capital company (a perusahaan persekutuan modal PT) and a personal PT (a perusahan perorangan PT).
In this Newsflash, we highlight the key changes introduced under Regulation 49/2025.
♦ Submission of Annual Reports to the Minister
Now Regulation 49/2025 requires a perusahaan persekutuan modal PT to submit an annual report (the “Annual Report”) to the Minister. This requirement was not in the Previous Regulation. According to Article 16 of Regulation 49/2025, a PT’s Board of Directors must submit the Annual Report to the PT’s general meeting of shareholders (a “GMS”) within 6 (six) months after the end of the PT’s financial year.
Further, Regulation 49/2025 requires the Annual Report (that is approved by a GMS) to be recorded in a notarial deed and subsequently submitted to the Minister within 30 (thirty) days since the date the notarial deed is signed.
Regulation 49/2025 further provides for the imposition of administrative sanctions if a PT fails to submit the Annual Report within the timeframe set by the Minister. There are 2 (two) administrative sanctions that may be imposed for failure to submit the Annual Report, namely (i) a written warning, if a PT exceeds the deadline for submitting the notarial deed of the approved Annual Report, and (ii) a blockage of access to the corporations’ database maintained by the Minister, if a PT fails to fulfill its obligation within 30 (thirty) calendar days after receiving the written warning.
♦ Beneficial Owners of PTs
Unlike the Previous Regulation, Regulation 49/2025 requires a PT to provide information regarding its beneficial owner(s). Under Regulation 49/2025, a beneficial owner is defined as an individual who (i) has the authority to appoint or dismiss members of a board of directors, a board of commissioners, a board of management, a board of trustees, or a board of supervisors of a corporation, (ii) has the ability to control a corporation, (iii) is entitled to and/or receives benefits from a corporation, either directly or indirectly, and (iv) is the true owner of the funds or shares of a corporation, and/or (v) satisfies the criteria set out in applicable laws and regulations.
In submitting an application for the establishment of a PT, an application for amendments to the articles of association of a PT, and an application for changes to a PT’s data, the PT must provide the information regarding its beneficial owner(s).
The detailed requirements on beneficial owners are regulated in Minister of Law Regulation No. 2 of 2025 dated January 4, 2025, on Verification and Supervision of Beneficial Owners of Corporations. This regulation provides a comprehensive legal framework governing how corporations must identify, verify, report, and maintain information on their beneficial owners.
♦ Clarification on Notaries’ Role
Under Regulation 49/2025, the involvement of a notary in the submission of applications for amendments to the articles of association and changes to company data to the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”) is explicitly detailed. This provides clarification compared to the Previous Regulation, which did not expressly address the involvement of a notary in such submissions, although in practice these matters have consistently been handled by notaries.
♦ Re-appointment of Board of Commissioners and Board of Directors Affecting a PT’s Data
Pursuant to Article 12 of Regulation 49/2025, the re-appointment of directors and commissioners of a PT must be reported to update the PT’s data maintained by the Minister. This differs from the Previous Regulation, which only required updates in the event of changes to the composition, names, or positions of members of the Board of Directors and the Board of Commissioners.
We note the requirement to submit the Annual Reports under Regulation 49/2025 as stated above. This practically means that a perusahaan persekutuan modal PT (including a foreign capital investment PT or also known as a PT PMA) must convene an annual GMS to approve the relevant Annual Report, restate such approval in a notarial deed, and submit the notarial deed to the Minister. As noted above, there are consequences if a PT fails to comply with this. Please do not hesitate to contact us if you have any questions or require further information about how we may assist you in this matter.
AKSET
Please contact Johannes C. Sahetapy-Engel (jsahetapyengel@aksetlaw.com), Thomas P. Wijaya (twijaya@aksetlaw.com), or Shafa Femalea S. Nuswantari (snuswantari@aksetlaw.com) for further information.
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