“Companies may encounter delays in processing key corporate administrative applications without fulfilling Beneficial Owner disclosure requirements under MoL Reg. 49/2025. Incomplete documentation or delays in corporate reporting may result in the non-issuance of ministerial approvals or notifications.”
Companies in Indonesia are now operating under a recalibrated corporate administrative framework following the enactment of Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for Legal Administrative Services of Limited Liability Companies (“MoL Reg. 49/2025”) on 17 December 2025.
MoL Reg. 49/2025 revokes Minister of Law and Human Rights Regulation No. 21 of 2021 and links the fulfilment of administrative requirements, ownership transparency and corporate reporting obligations directly to the issuance of ministerial approvals and notifications through the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”).
In practice, this reflects a more structured compliance framework, where the completeness and accuracy of submitted information form part of the administrative basis for the processing of corporate legal actions.
Beneficial Owner Disclosure as an Administrative Requirement
MoL Reg. 49/2025 requires the submission of Beneficial Owner (“BO”) documentation across key corporate administrative services, including the establishment of a Company, amendments to the articles of association, changes to company data, corporate actions, and dissolution.
The BO documentation consists of:
- a power of attorney from the Board of Directors to the notary in relation to the submission of BO information;
- a statement letter from the Board of Directors identifying the BO(s); and
- a written consent from the BO(s).
Under the SABH framework, the completeness of these documents forms part of the administrative verification process. Where the required BO documentation is not duly submitted, the application will not be processed and the relevant ministerial decree and/or letter of receipt of notification will not be issued.
As a result, corporate actions requiring such approvals or notifications may be delayed or may not become legally effective until the relevant administrative requirements are fulfilled.
Directors’ Responsibility in Ownership Disclosure
MoL Reg. 49/2025 designates the Board of Directors as the party responsible for declaring and submitting information relating to the Company’s ownership and Beneficial Owner(s) in connection with corporate administrative services.
The Board of Directors is required to identify and determine the party qualifying as the controller and/or Beneficial Owner of the Company in accordance with the prevailing laws and regulations.
The submission of such information is made through SABH based on a statement of the Board of Directors and the relevant supporting documentation.
Any inaccuracy and/or incompleteness in the ownership or BO information forms part of the Board of Directors’ responsibility in fulfilling the Company’s administrative obligations.
Annual Report Approval and Submission Timeline
MoL Reg. 49/2025 introduces a structured framework for corporate reporting.
The Board of Directors is required to submit the Company’s annual report to the General Meeting of Shareholders (“GMS”) no later than 6 (six) months following the financial year.
The approval of the annual report by GMS must be set forth in a notarial deed and submitted to the Minister of Law within a maximum period of 30 (thirty) days from the date of execution. Upon acceptance, the Minister of Law will issue a letter of receipt of notification.
Administrative Consequences
Failure to submit the required BO documentation will result in the application not being processed and the non-issuance of the relevant ministerial decree and/or notification.
Failure to submit the notarial deed of GMS approval of the annual report within the prescribed timeline may give rise to administrative sanctions, including written warnings and the suspension of access to the SABH.
Given that SABH serves as the primary platform for corporate legal filings, any restriction of access may affect the Company’s ability to carry out subsequent administrative filings.
Practical Considerations
Companies should ensure that:
- Beneficial Owner information is accurate and supported by appropriate documentation prior to submission;
- Ownership structures are reviewed and aligned with applicable disclosure requirements; and
- Internal timelines are aligned to ensure timely notarization and submission of annual report approvals.
Key Takeaways
MoL Reg. 49/2025 reinforces the importance of ownership transparency and orderly corporate reporting within Indonesia’s corporate administrative framework.
The ability to obtain ministerial approvals and notifications is closely linked to the completeness of administrative submissions made through SABH.
Companies should ensure that their administrative processes and supporting documentation are properly aligned with the requirements under MoL Reg. 49/2025.
Authors: Arif Gaffar & Dea Putri
Gaffar & Co. Law Firm advises on corporate governance and compliance matters for domestic and multinational companies in Indonesia’s evolving regulatory landscape.
If you are currently undertaking or planning corporate actions, early alignment with the requirements under MoL Reg. 49/2025 may be relevant. We would be pleased to discuss further.
Phone : +62 811 877 216
Email : info@gaffarcolaw.com
Websites : www.gaffarcolaw.com
