The Government has recently issued Ministry of Law (“MoL”) Regulation No. 49 of 2025 concerning the Terms and Procedures for the Establishment, Amendment, and Dissolution of a Limited Liability Company (“MoL 49/2025”), which is effective from 17 December 2025. This regulation is one of the new implementing regulations governing the administration of Limited Liability Companies, commonly known as Perseroan Terbatas (“PT”), which replaces MoL Regulation No. 21 of 2021.

Additional Administrative Requirements

MoL 49/2025 introduces additional administrative procedures to complement the existing framework. The establishment of a PT now requires an electronic form (formulir) completed by a notary through the MoL system, Sistem Administrasi Badan Hukum (“SABH”), along with standard establishment documents. Previously, company data was submitted using a prescribed format rather than a formal form. The shift from a format to a form reflects a stricter and more standardized approach, as data must now be entered directly into the electronic forms provided by the system, rather than simply following a format as guidance.

Furthermore, amendments to corporate data, such as changes to the Board of Directors (“BoD”) or Board of Commissioners (“BoC”), also require the filing of an amendment form. Similarly, the dissolution of a PT, which requires a Dissolution Statement (Pernyataan Pembubaran), must be submitted through SABH.

Overall, these procedures impose several additional steps for establishment, amendment, and dissolution, requiring the completion of multiple forms and the submission of extensive documentation for each corporate action. This would create significant opportunities for potential delays, compliance errors, and costly penalties if any requirement is overlooked.

Ultimate Beneficial Owner Documentation

It is worth noting that under MoL 49/2025, Ultimate Beneficial Owner (“UBO”) documentation has become a key prerequisite, particularly for changes to company data. This is significant because companies frequently make changes to their boards, addresses, or other details that require MoL approval and/or notification acknowledgement, all of which must first be processed through SABH. The UBO documentation must be submitted together with the relevant amendment forms, which includes: (i) a power of attorney from the BoD authorizing the notary to submit UBO information, (ii) a statement letter from the BoD identifying the UBO, and (iii) a consent letter from the UBO.

Notably, the government had already implemented and enforced this requirement prior to the formal promulgation of MoL 49/2025 as part of the shareholder verification process for company data amendments effective 27 October 2025. In practice, PTs must ensure that their UBO documentation is fully updated and recorded in the SABH system before proceeding with any changes to company data or any corporate actions requiring MoL approval or notification. Failure to comply results in an immediate administrative stand still, rendering critical actions, such as amendment or even dissolution, legally impossible until the deficiency is rectified. 

New Annual Report Requirements

One notable change under MoL 49/2025 concerns the reporting of a PT’s annual report. In accordance with Law No. 40 of 2007 concerning Limited Liability Companies, as amended from time to time (the “Company Law”), the BoD of a PT is required to submit the annual report to the General Meeting of Shareholders (“GMS”) after review by the BoC, no later than 6 (six) months after the end of the company’s financial year. However, Article 16 of MoL 49/2025 now requires that the GMS approval of the annual report be documented in the form of a notarial deed and notified to the MoL within 30 (thirty) days. Failure to comply with this notification requirement may result in administrative sanctions under Article 17, including: (i) a written warning; and (ii) blocking of access.

Previously, there was no obligation to submit the report to the MoL or to formalize it as a notarial deed, as it was prepared internally as part of good corporate governance. Under the new framework, companies must now obtain a MoL Notification of Acknowledgement as proof of submission, fundamentally altering the nature of what was once an internal document.

The requirement for notarization and submission to the MoL may be viewed as particularly stringent, especially when coupled with the severe sanction of system blocking for non-compliance. This effectively places companies at risk of operational confusion for what is, in substance, an administrative failure. The Government’s approach significantly expands regulatory oversight into areas that may not warrant such strict control, given that an annual report primarily functions as an internal management and governance tool.

More concerning is the fact that these reports contain highly sensitive financial and operational information. Mandatory submission to the MoL materially increases exposure to data leakage, unauthorized access, or misuse by parties within the regulatory apparatus, risks that are largely beyond a company’s control once the data is submitted. The new framework and mandatory submissions not only heighten compliance risk but also introduces systemic vulnerabilities that could have serious legal, commercial, and reputational consequences for companies. This calls into question whether corporate financial data can realistically continue to be regarded as confidential under the current introductions.

Conclusion and Observations

While the Government’s objectives of ensuring legal certainty and strengthening PT compliance are commendable, MoL 49/2025 introduces additional layers of complexity into an already challenging administrative landscape. In theory, these changes could be beneficial if implemented smoothly and consistently. In practice, however, it could be viewed that there is a real risk that the new framework may impede, rather than support, routine corporate operations. Delays, system constraints, or inconsistent application could leave companies unable to proceed with the time-sensitive corporate actions, creating uncertainty and potential business disruption. In light of the recent implementation of requirements such as shareholder verification and UBO statement submissions, SABH continues to face challenges in facilitating updates, and there is still uncertainty in how the framework will be applied. It remains to be seen whether these changes can be implemented without hindering company operations.

Moreover, the protection of company data will be a critical concern under the new promulgated framework. This is particularly important for private PTs, whose annual reports contain confidential financial and operational information. Any shortcomings in data security or access controls could potentially undermine confidentiality and expose companies to significant legal, commercial, and reputational risks.