Regulation Updates: Minister of Law Tightens Rules to a Limited Liability Company

Management of a limited liability company (“Company”) must take notes and aware of corporate procedures and obligations that have been revised through the issuance of Minister of Law Regulation No. 49 of 2025 concerning the Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies (“MOL Regulation 49/2025”). Effective last December 2025, MOL Regulation 49/2025 replaces and formally revokes Minister of Law and Human Rights Regulation No. 21 of 2021 (“MOLHR Regulation 21/2021”), rendering the previous regulation null and void. This update raises several key matters that should be carefully noted by business actors.

1. Ministerial Examination of Company Amendments

Under the previous regulation, any submission for amendment of the articles of association and/or company data (“Amendment”) was submitted solely through an electronic filing mechanism by the Company, through its notary. Under the new regulation, such Amendments are now required to undergo an examination by the Minister of Law. This examination is conducted to verify the consistency between the requested Amendment, the deed of amendment, the minutes of the General Meeting of Shareholders, and the latest data recorded in the Company Administration System (Sistem Administrasi Badan Hukum or “SABH”).

Should any discrepancies or missing documents be identified during the examination process, the application will be returned to the notary and must be completed within 7 (seven) days from the date the deficiency notice is issued. Failure to complete the required documents within the stipulated period will result in the rejection of the application.

The examination of any submission for Amendment shall be completed within a maximum period of 14 (fourteen) working days from the date of receipt of the application. The Company must taking into account this process, especially when the timeline of its transactions involving this process.

2. Beneficial Owner Documentation as a Mandatory Requirement for Amendment of the Articles of Association

In contrast to MOLHR Regulation 21/2021, any submission for the Amendment must now be accompanied by supporting documents, one of which is the Beneficial Owner documentation, consisting of a power of attorney, a declaration letter from the Board of Directors and a consent letter from the beneficial owner. 

Under this provision, the Company is further obliged to maintain its Beneficial Owner documentation, as such records are essential for any request to amend the Articles of Association or company data.

3. Mandatory Submission of Annual Report to the Minister

Pursuant to Article 78 paragraph (2) of Law No. 40 of 2007 concerning Limited Liability Company, the Annual General Meeting of Shareholders (“AGMS”) must be held no later than 6 (six) months following the end of the most recent financial year. Furthermore, the Board of Directors is obliged to prepare an annual report to be presented at the AGMS.

Under MOL Regulation 49/2025, the conduct of the AGMS has been structured in a more formalized manner. Approval of the annual report by the AGMS must now be recorded in a notarial deed. Such approval must subsequently be submitted to the Minister of Law within 30 (thirty) days from the signing date of the notarial deed.

Pursuant to Article 17 of MOL Regulation 49/2025, any delay in submitting the AGMS’ approval of the annual report to the Minister shall be subject to administrative sanctions, including a written warning and the blocking of the Company’s access to the SABH.

Companies that have not yet implemented an electronic system may submit their financial statements in non-electronic form for a transitional period of up to 6 (six) months from the date MOL Regulation 49/2025 comes into force.

For further information or consultation, please contact:

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For further information, please contact the author:

Raden Aji Wibisono (Partner of FKNK Law Firm) | aji.wibisono@fknk.co.id 

Sagung Dewi Tarastya Y. P. (Associate) | tarastya@fknk.co.id