The Indonesian Ministry of Law has issued Regulation of the Minister of Law No. 49 of 2025 (MOL Regulation 49/2025), which introduces important adjustments to corporate compliance obligations, particularly in relation to the mandatory reporting of the Annual General Meeting of Shareholders. This regulation reflects the government’s continued efforts to enhance corporate transparency, accountability, and legal certainty within Indonesia’s corporate governance framework.
Under Law No. 40 of 2007 on Limited Liability Companies, as amended, every company is required to convene an Annual General Meeting of Shareholders no later than six months after the end of the financial year. MOL Regulation 49/2025 further strengthens this obligation by expressly requiring companies to report the resolutions of the Annual GMS to the Minister of Law, especially where such resolutions constitute notifiable corporate actions under prevailing laws and regulations.
Pursuant to MOL Regulation 49/2025, resolutions commonly adopted in the Annual GMS such as the approval of the annual report and financial statements, the ratification of the use of net profits including dividend distribution, the granting of release and discharge (acquit et de charge) to the Board of Directors and the Board of Commissioners, as well as changes in the composition of the company’s management, are subject to mandatory reporting. Where the Annual GMS resolves matters that amend the Articles of Association, prior approval from the Minister of Law remains required, while other resolutions must be submitted as a notification within the prescribed period.
The regulation emphasizes strict adherence to reporting timelines. In general, notification of Annual GMS resolutions must be submitted electronically through the Ministry of Law’s corporate administration system within 30 (thirty) days from the date of the meeting and must be supported by proper documentation, including notarial deeds and minutes of meeting. Failure to comply with these requirements may result in administrative impediments, including the rejection or delay of subsequent corporate filings.
Non-compliance with the reporting obligations under MOL Regulation 49/2025 may expose companies to various legal and administrative risks, including potential sanctions, limitations on future corporate actions, and increased scrutiny during audits, due diligence processes, or corporate transactions. From a corporate governance perspective, failure to properly report Annual GMS resolutions may also raise concerns regarding the fulfilment of fiduciary duties by the company’s directors and commissioners.
In light of the enactment of MOL Regulation 49/2025, companies are advised to ensure that their Annual GMS documentation is prepared accurately and comprehensively, and that reporting to the Minister of Law is conducted in a timely and compliant manner.
Overall, MOL Regulation 49/2025 constitutes a significant development in Indonesia’s corporate regulatory framework by reaffirming the importance of post-General Meeting of Shareholders reporting as a fundamental element of corporate compliance. Companies that proactively align their internal governance procedures with this regulation will be better positioned to maintain legal certainty, ensure regulatory compliance, and avoid unnecessary administrative or legal complications. Schinder Law Firm is well-positioned to assist companies in navigating these requirements, including the preparation of the Annual GMS and the completion of post-meeting regulatory filings.
If you, a prospective client, have further inquiries about the topic discussed above, Schinder Law Firm is one of many corporate law firms in Indonesia that has handled numerous similar matters, with many experienced and professional corporate and civil lawyers in its arsenal, making it one of the top consulting firms in Indonesia. Feel free to contact us at info@schinderlawfirm.com for further consultation.
Author:
Dewi Susanti