On 11 December 2025, the Indonesian Ministry of Law issued Minister of Law Regulation No. 49 of 2025 (“Permenkum No. 49/2025”), introducing an updated regulatory framework governing the establishment, amendment, and dissolution of limited liability companies (Perseroan Terbatas or “PT”). The regulation replaces the previous framework under Minister of Law and Human Rights Regulation No. 21 of 2021, reflecting the government’s broader effort to modernize corporate administration and improve the efficiency of legal services for business entities.
One of the most notable developments is the stronger procedural emphasis on beneficial ownership transparency. While beneficial ownership disclosure has already been regulated under separate rules, Permenkum No. 49/2025 now requires supporting beneficial owner documents to be attached to applications for the establishment of a PT and for amendments to its articles of association. This is a meaningful procedural shift, as the earlier framework did not expressly require those documents to be submitted as part of the relevant corporate filings.
Permenkum No. 49/2025 also provides greater clarity on corporate reporting obligations, particularly in relation to annual reports. Approval of a PT’s annual report by the general meeting of shareholders (Rapat Umum Pemegang Saham or “RUPS”) must now be recorded in a notarial deed and notified to the Minister through a notary within 30 days from the date of the deed, using the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”), together with the required supporting documents. Non-compliance may trigger administrative sanctions, including a written warning and suspension of access to the SABH system.
Taken together, these changes signal a more disciplined and documentation-driven approach to corporate administration in Indonesia. By embedding beneficial ownership disclosure more directly into company filings and tightening procedural requirements for annual reporting, Permenkum No. 49/2025 reinforces the Government’s focus on transparency, governance, and a more efficient corporate legal infrastructure.