Key Takeaways:
- Companies must distinguish the six-month deadline for the annual General Meeting of Shareholders from the subsequent filing deadline.
- Shareholder approval of the annual report must be recorded in a notarial deed and submitted to the Minister through a notary.
- The ministerial filing period is 30 calendar days from the signing of the notarial deed.
- Companies with outstanding reporting obligations should review their position promptly, particularly ahead of the reported commencement of administrative sanctions in November 2026.
Annual Reporting Requires More Than Preparing Financial Statements
Annual reporting forms part of the corporate governance obligations of Indonesian limited liability companies.
Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Legal Entities (“MOL Reg 49/2025”) expressly requires notarial documentation and electronic submission of shareholder approval of annual reports.
For management teams, the practical priority is to plan the approval and filing stages together. Completing the financial statements alone does not complete the reporting process.
Which Companies Are Covered?
The annual-report mechanism discussed here concerns capital partnership companies (Perseroan persekutuan modal). Individual companies (Perseroan perorangan) are subject to a separate financial-reporting regime under the regulation.
Companies should confirm their legal form before applying the procedures described below.
What Are the Applicable Deadlines?
1. Annual shareholder meeting: six months after the financial year ends
Article 66(1) of Law No. 40 of 2007 on Limited Liability Companies, as amended (“Company Law”), requires the Board of Directors to submit the annual report to the General Meeting of Shareholders (“GMS”) after review by the Board of Commissioners.
Article 78(2) requires the annual GMS to take place within six months after the financial year ends. For a financial year ending 31 December 2025, this means 30 June 2026.
2. Ministerial filing: 30 calendar days from the notarial deed
Under Article 16 of MOL Reg 49/2025, GMS approval must be recorded in a notarial deed. Within 30 calendar days of the deed being signed, the directors, through a notary, must submit the deed and the annual report through the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”). These deadlines have different triggers:
| Compliance stage | Deadline or trigger |
|---|---|
| Submission of the annual report to the GMS and holding the annual GMS | Within six months after the financial year ends |
| Submission of GMS approval to the Minister through a notary | Within 30 calendar days from signing the notarial deed |
Companies should calculate the filing deadline from the actual deed date. An earlier deed starts the filing period earlier.
What Must the Annual Report Contain?
Under Article 66(2) of the Company Law, the annual report includes:
- Financial statements, including comparative balance sheets, profit and loss, cash flows, changes in equity, and accompanying notes.
- A report on company activities.
- A report on social and environmental responsibility.
- Details of the issues arising during the one-year period that affected the Company’s business activities, including any disputes or legal proceedings involving the Company.
- The Board of Commissioners’ supervisory report.
- The names of directors and commissioners.
- Directors’ and commissioners’ remuneration information.
Additionally, certain companies must have their financial statements audited before the GMS can approve them. Others, especially in financial services, capital markets, and natural resources, must also report on their environmental and sustainability performance. The annual report therefore extends beyond the financial statements and requires input from several functions within the company.
What Happens If a Company Misses the Filing Deadline?
Articles 17–18 of MOL Reg 49/2025 provide for written warnings and blocking of SABH access. If the obligation remains unfulfilled for 30 calendar days after the SABH warning notification, access is blocked. Articles 19–20 provide an application mechanism for reopening access after the supporting documents are submitted.
In practical terms, restricted access may disrupt planned corporate administration. MNP recommends checking reporting status before scheduling corporate changes that depend on SABH services.
How Should Companies Understand the 2026 Implementation Period?
Public reporting of AHU announcements indicates that administrative sanctions for failure to submit annual reports are scheduled to begin in November 2026.
Companies should distinguish this enforcement timetable from the deadlines prescribed by legislation. It should not be treated as automatically replacing the annual GMS deadline or creating a universal new filing date.
Before relying on any temporary accommodation, companies should confirm its current scope with the handling notary and AHU. For companies with outstanding reports, the practical course is to complete the required steps promptly.
Practical Steps for Companies
MNP recommends the following actions:
- Review the reporting position.
Identify the relevant financial year, annual GMS date, deed date, and evidence of any completed submission. - Complete the annual report.
Assign responsibility for financial information, business activities, supervisory reporting, and other required disclosures. - Coordinate approval and notarisation.
Prepare the meeting documents and engage the notary early enough to resolve incomplete information. - Track the filing separately.
Maintain a reminder based on the deed date and obtain the filing acknowledgment for the company’s records. - Address outstanding obligations.
Where a deadline has passed, establish the corrective steps and check for notifications or restrictions affecting the company’s SABH access.
How MNP Can Assist
Murzal & Partners Law Firm assists companies with annual corporate compliance, shareholder meeting documentation, annual report reviews, and coordination with notaries for ministerial submissions.
Our team can help assess outstanding obligations and establish a practical reporting calendar aligned with the company’s financial year and corporate requirements.
For advice on your company’s annual reporting obligations in Indonesia, please contact our team.
This article provides general legal information and does not constitute legal advice. Each company’s obligations should be assessed against its legal form, financial year, corporate documents, and applicable regulatory requirements.
