New Administrative Standard for Companies: Understanding Minister of Law Regulation No.49 of 2025
New Administrative Standard for Companies: Understanding Minister of Law Regulation No.49 of 2025
The Government of Indonesia has enacted Minister of Law (MoL) Regulation No. 49 of 2025 on the Requirements and Procedures for the establishment, amendment of Articles of Association, amendment of company data and dissolution of Limited Liability Companies (MoL Reg 49/2025). This regulation came into force on 17 December 2025 and expressly revokes and replaces Minister of Law and Human Rights Regulation No. 21 of 2021 (MoLHR Reg 21/2021).
MoL Reg 49/2025 introduces a more centralised and formalised administrative regime through the Legal Entity Administration System (Sistem Administrasi Badan Hukum – SABH), adding new mandatory compliance layers that directly affect corporate establishments and their ongoing administration.
In this article, we summarise the key changes involved in this new regulation and outline the actions that companies and notaries must take to align their internal procedures and compliance checklists with the new regulatory framework.
Key changes
Mandatory electronic forms in SABH
MoL Reg 49/2025 requires that the establishment of a company, amendments to the articles of association and amendments to company data be submitted through mandatory electronic forms completed by a notary via SABH. This requirement is explicitly regulated under Article 5 for company establishment and Article 10 paragraph 2 for the amendment to the articles of association and the amendment to company data. Unlike the previous framework, which relied on standardised data formats, MoL Reg 49/2025 introduces formal electronic forms as a compulsory procedural instrument.
Ultimate Beneficial Owner (UBO) documentation as a required document
MoL Reg 49/2025 expressly designates UBO documentation as a mandatory supporting requirement, particularly for the amendments to company data. This obligation is set out in Article 6 paragraph 1 and Article 10 paragraph 4 of MoL Reg 49/2025, which requires the submission of UBO information as part of the establishment and amendment process.
The UBO information documents required under MoL Reg 49/2025 consist of the following:
• A power of attorney granted by the Board of Directors (BoD) to the notary for the submission of UBO information
• A statement letter from the BoD identifying the UBO
• A consent letter from the UBO of the company.
New annual report protocols
The regulation expands reporting obligations by requiring that the General meeting of shareholders’ approval of the annual report must be set out in a notarial deed and be notified to the MoL through SABH. This requirement is expressly regulated under Article 16 paragraphs 2 and 3 of MoL Reg 49/2025, which mandates notification within 30 (thirty) days from the date of the notarial deed.
The annual report must contain the minimum elements stipulated under Article 16 paragraph 6, including financial statements, a report on the company’s business activities, the implementation of corporate social and environmental responsibility, details of issues arising during the financial year that affected the company’s business activities, the supervisory report of the Board of Commissioners (BoC), the names of the members of the BoD and the BoC, and the salaries and allowances of the members of the BoD and the BoC for the most recent financial year.
Failure to comply with this notification requirement may result in administrative sanctions under Article 17 of MoL Reg 49/2025, which include a written warning and blocking of access to the SABH system.
Financial Statement reporting obligations for sole proprietorship company
In addition to introducing new requirements for capital partnership company, this regulation also sets out specific new obligations applicable to sole proprietorship, or individual limited liability company. Under Article 27 paragraph 1 of MoL Reg 49/2025, a sole proprietorship is required to submit its financial statement to the MoL by completing an electronic financial reporting form through SABH no later than 6 (six) months after the end of the relevant accounting period.
The electronic financial reporting form must include, at a minimum: a statement of financial position, a profit and loss statement and notes to the financial statement for the current financial year, as provided under Article 27 paragraph 2. Failure to comply with this financial reporting obligation may result in administrative sanctions under Article 28 paragraph 1 of MoL Reg 49/2025, including a written warning, suspension of access to electronic services or revocation of the company’s legal entity status.
Conclusion
MoL Reg 49/2025 marks a significant shift in the administrative governance of Indonesian limited liability companies by introducing additional mandatory formalities. The compulsory use of electronic forms by notary, reinforced UBO documentation requirements, mandatory notification of the annual report to the MoL and the obligation to submit financial statements by sole proprietorship company reflect the Government’s increased emphasis on centralised regulatory oversight.
Given that MoL Reg 49/2025 has formally revoked MoLHR Reg 21/2021, companies and notaries must promptly align their internal procedures and compliance checklists with the new regulatory framework to avoid system blockages or administrative impediments that could disrupt corporate actions and business operations.
How BDO can help
BDO’s expert legal team applies the practical experience and knowledge gained from working with clients locally and worldwide and can actively assist companies in complying with the above-listed regulations. Please reach out to our partners in BDO Indonesia for further information.
MoL Reg 49/2025 introduces a more centralised and formalised administrative regime through the Legal Entity Administration System (Sistem Administrasi Badan Hukum – SABH), adding new mandatory compliance layers that directly affect corporate establishments and their ongoing administration.
In this article, we summarise the key changes involved in this new regulation and outline the actions that companies and notaries must take to align their internal procedures and compliance checklists with the new regulatory framework.
Key changes
Mandatory electronic forms in SABH
MoL Reg 49/2025 requires that the establishment of a company, amendments to the articles of association and amendments to company data be submitted through mandatory electronic forms completed by a notary via SABH. This requirement is explicitly regulated under Article 5 for company establishment and Article 10 paragraph 2 for the amendment to the articles of association and the amendment to company data. Unlike the previous framework, which relied on standardised data formats, MoL Reg 49/2025 introduces formal electronic forms as a compulsory procedural instrument.
Ultimate Beneficial Owner (UBO) documentation as a required document
MoL Reg 49/2025 expressly designates UBO documentation as a mandatory supporting requirement, particularly for the amendments to company data. This obligation is set out in Article 6 paragraph 1 and Article 10 paragraph 4 of MoL Reg 49/2025, which requires the submission of UBO information as part of the establishment and amendment process.
The UBO information documents required under MoL Reg 49/2025 consist of the following:
• A power of attorney granted by the Board of Directors (BoD) to the notary for the submission of UBO information
• A statement letter from the BoD identifying the UBO
• A consent letter from the UBO of the company.
New annual report protocols
The regulation expands reporting obligations by requiring that the General meeting of shareholders’ approval of the annual report must be set out in a notarial deed and be notified to the MoL through SABH. This requirement is expressly regulated under Article 16 paragraphs 2 and 3 of MoL Reg 49/2025, which mandates notification within 30 (thirty) days from the date of the notarial deed.
The annual report must contain the minimum elements stipulated under Article 16 paragraph 6, including financial statements, a report on the company’s business activities, the implementation of corporate social and environmental responsibility, details of issues arising during the financial year that affected the company’s business activities, the supervisory report of the Board of Commissioners (BoC), the names of the members of the BoD and the BoC, and the salaries and allowances of the members of the BoD and the BoC for the most recent financial year.
Failure to comply with this notification requirement may result in administrative sanctions under Article 17 of MoL Reg 49/2025, which include a written warning and blocking of access to the SABH system.
Financial Statement reporting obligations for sole proprietorship company
In addition to introducing new requirements for capital partnership company, this regulation also sets out specific new obligations applicable to sole proprietorship, or individual limited liability company. Under Article 27 paragraph 1 of MoL Reg 49/2025, a sole proprietorship is required to submit its financial statement to the MoL by completing an electronic financial reporting form through SABH no later than 6 (six) months after the end of the relevant accounting period.
The electronic financial reporting form must include, at a minimum: a statement of financial position, a profit and loss statement and notes to the financial statement for the current financial year, as provided under Article 27 paragraph 2. Failure to comply with this financial reporting obligation may result in administrative sanctions under Article 28 paragraph 1 of MoL Reg 49/2025, including a written warning, suspension of access to electronic services or revocation of the company’s legal entity status.
Conclusion
MoL Reg 49/2025 marks a significant shift in the administrative governance of Indonesian limited liability companies by introducing additional mandatory formalities. The compulsory use of electronic forms by notary, reinforced UBO documentation requirements, mandatory notification of the annual report to the MoL and the obligation to submit financial statements by sole proprietorship company reflect the Government’s increased emphasis on centralised regulatory oversight.
Given that MoL Reg 49/2025 has formally revoked MoLHR Reg 21/2021, companies and notaries must promptly align their internal procedures and compliance checklists with the new regulatory framework to avoid system blockages or administrative impediments that could disrupt corporate actions and business operations.
How BDO can help
BDO’s expert legal team applies the practical experience and knowledge gained from working with clients locally and worldwide and can actively assist companies in complying with the above-listed regulations. Please reach out to our partners in BDO Indonesia for further information.