On 17 December 2025, the Minister of Law (“MoL”) issued MoL Regulation No. 49 of 2025 on Requirements and Procedure for the Establishment, Changes, and Dissolution of Legal Entity into Limited Liability Company (“MoL Reg. 49/2025”). This regulation revokes Minister of Law and Human Rights (“MoLHR”) Regulation No. 21 of 2021 on Requirements and Procedure for the Registration of Establishment, Changes, and Dissolution of Legal Entity into Limited Liability Company (“MoLHR Reg. 21/2021”). MoLHR has changed its name to MoL since the new President Prabowo’s administration, following the separation of ministerial offices. The function of MoL in this administration, is equal to the function previously carried out by MoLHR.
MoL Reg. 49/2025 introduces new provisions on the submission and retention of documents required for the corporate establishment and changes to become a Limited Liability Company (Perseroan Terbatas or “PT”). These requirements include submitting and archiving documents on the Beneficial Owner, submitting an electronic statement declaring the compliance and completeness of submitted documents, as well as other reporting obligations to MoL.
In this article, we highlight the key changes that business owners should note in connection with a PT’s formation, ongoing corporate actions, and dissolution under MoL Reg. 49/2025.
- Mandatory Disclosure of Beneficial Owner Information
MoL Reg. 49/2025 now requires a PT to disclose information on their Beneficial Owners by submitting documents detailing their approval through the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”). The required documents include:
a. a power of attorney from the Board of Directors (“BoD”) to the notary regarding the disclosure of information on beneficial owners;
b. a letter of statement from the BoD stating the name of the Beneficiary Owner(s); and
c. a letter of approval as the beneficial owner of the PT.
Disclosure of beneficial owner information is a prerequisite for submitting filings, such as registering the establishment of the PT (Article 6 paragraph (1) letter i), before submitting the amendments to a PT’s Articles of Association (“AoA”) (Article 10 paragraph (4) letter j of MoL Reg. 49/2025).
After the disclosure, MoL Reg. 49/2025 requires notaries to retain documents on the beneficial owners (Article 11 letter j and Article 12 paragraph (1) letter j of MoL Reg. 49/2025). The documents will serve as supporting documentation for any future corporate actions undertaken by the PT.
- Approval for Amendments to the AoA
MoL Reg. 49/2025 explicitly states that the approval for the amendments to the AoA shall be obtained through a General Meeting of Shareholders (“GMS”) or a binding shareholders’ resolution adopted outside a GMS (“Circular Resolution”) (Article 9 paragraph (1) of MoL Reg. 49/2025). While the previous regulation allowed the use of a Circular Resolution, it was not explicitly stated as a method to amend the AoA under MoL Reg. 21/2021.
Notwithstanding the above, the use of Circular Resolutions is not new. It has already been recognised under Law No. 40 of 2007 on Limited Liability Companies, which stipulated that a Circular Resolution must be approved by all shareholders (Article 91 of Law No. 40 of 2007).
- Electronic Statement on the Conformity of Uploaded Documents
MoL Reg. 49/2025 now requires the notary responsible for preparing the amendments to a PT’s AoA to submit an electronic statement to SABH confirming that all submissions are true and in compliance with the prevailing laws and regulations, and that the notary shall bear full responsibility for the submissions made (Article 10 paragraph (5) of MoL Reg. 49/2025). The previous regime did not assign such responsibility to a specific individual.
- Examination of Changes to a PT’s AoA and Data
MoL Reg. 49/2025 introduces a new mechanism relating to follow-up after a PT has registered the changes to their AoA and/or data, namely an examination process. This process aims to ensure that there are no discrepancies between the data entered in the amendment form and the data uploaded to SABH (i.e., the minutes of GMS or the Circular Resolution), as well as the latest data recorded in SABH (Article 13 paragraph (1) of MoL Reg. 49/2025).
This examination will be conducted no later than 14 days after MoL receives the PT’s request for amendments to the AoA and/or changes to the corporate data (“Request”). Two possible outcomes are as follows:
a. if discrepancies are found, or the documents are incomplete, the Request will be returned to the notary. The notary shall complete the documentation no later than 7 days from the date of notification. If such deadline is not met, the Request will be rejected, although the notary has resubmitted the Request; or
b. if all documentation is complete and in conformance with the regulations, MoL, through the Director General of General Law Administration (Direktur Jenderal Administrasi Hukum Umum or “Dirjen AHU”), will issue a decree or letter of acceptance of the notification through SABH.
(Articles 13, 14, and 15 of MoL Reg. 49/2025)
- Notification of GMS’ Approval on PT’s Annual Report to MoL
MoL Reg. 49/2025 establishes a new obligation for a PT to obtain approval from GMS on its annual report after being examined first by the Board of Commissioners within a period of 6 (six) months (at the latest) after the end of the PT’s financial year. The PT shall then record the GMS approval in a notarial deed and submit it to the MoL along with the annual report through SABH no later than 30 (thirty) days from the date the notarial deed is signed (Article 16 paragraph (3) of MoL Reg. 49/2025).
There are 2 (two) possible outcomes, depending on the response from Dirjen AHU on its timely submission:
a. a PT that fulfils this obligation will receive a letter of acceptance from MoL through Dirjen AHU upon approval of the annual report; or
b. a PT that fails to fulfil this obligation may be subject to administrative sanctions by MoL through Dirjen AHU, in the form of a written warning and access blocking.
(Article 16 paragraphs (3) and (7), and Article 17 of MoL Reg. 49/2025)
Concluding Remarks
MoL Reg. 49/2025 refines the administrative process by formalizing several procedural checkpoints, including: (i) clearer expectations on Beneficial Owner documentation as a supporting requirement for certain filings; (ii) an express electronic statement that places responsibility on the submitting notary for the accuracy and legal conformity of uploaded documents; (iii) a structured examination mechanism to align SABH entries with underlying corporate resolutions and existing records; and (iv) a new filing obligation to submit the GMS-approved annual report through SABH, with administrative consequences for non-compliance. Overall, the regulation should be read as a practical administrative update that strengthens documentation discipline and reduces friction in routine corporate filings, requiring PTs and their notaries to pay closer attention to completeness, consistency, and timelines.
Disclaimer: The information herein is of general nature and should not be treated as legal advice, nor shall it be relied upon by any party for any circumstance. Specific legal advice should be sought by interested parties to address their circumstances.
