Limited liability companies (PT) in Indonesia need to pay close attention to new provisions under Regulation of the Minister of Law No. 49 of 2025 (Permenkum 49/2025).
Starting June 1 2026, companies are required to submit approved Annual Reports to the Ministry of Law through the Legal Entity Administration System or Sistem Administrasi Badan Hukum (SABH).
For Incorporated Partnerships (PT Persekutuan Modal), approval of the Annual Report must be passed at a General Meeting of Shareholders (GMS), executed as a notarized deed, and subsequently reported electronically via SABH. Failure to comply may trigger administrative sanctions ranging from written warnings to the suspension of SABH access.
This raises a key question, does this requirement also apply to Individual Companies (PT Perorangan)?
The Difference Between Incorporated Partnerships and Individual Companies
Permenkum 49/2025 classifies Limited Liability Companies into two distinct types, Incorporated Partnerships (PT Persekutuan Modal) and Individual Companies (PT Perorangan).
An Incorporated Partnership is a legal entity established based on an agreement with shareholding spread across more than one party. Conversely, an Individual Company is a legal entity established by a single individual that meets the criteria of a micro or small enterprise under prevailing laws and regulations.
Are Individual Companies Required to Hold a GMS?
No. The requirement to approve the Annual Report via a GMS—and execute it before a notary—applies exclusively to Incorporated Partnerships. Because an Individual Company has only one shareholder, it does not operate under a GMS mechanism.
However, Individual Companies are still required to submit their financial reporting via SABH.
What Reports Must Individual Companies Submit?
Under Article 27, Paragraph (1) of Permenkum 49/2025, Individual Companies are obligated to submit Financial Statements to the Minister by filling out an electronic form on SABH. This differs from Incorporated Partnerships, which must submit a full Annual Report.
The electronic Financial Statement form must include, at a minimum:
- Statement of Financial Position (Balance Sheet)
- Income Statement (Profit & Loss)
- Notes to the Financial Statements for the current financial year
These statements must be submitted no later than 6 months following the end of the current accounting period.
Sanctions for Failing to Submit Financial Statements
Article 28, Paragraph (1) emphasizes that Individual Companies failing to submit their Financial Statements face administrative sanctions, including:
- Written Warnings: Issued electronically if a company fails to submit its Financial Statements within 6 months of the reporting obligation taking effect. If non-compliance continues for 3 months following the first warning, the Minister (via the Director General) will issue a second electronic warning.
- Suspension of SABH Access: Access to SABH services will be suspended if the company fails to comply within 30 days after the second written warning is issued.
- Revocation of Legal Entity Status: The Minister, through the Director General, may revoke a company’s legal entity status if it remains non-compliant for up to 5 years from the date SABH access was suspended.
Clarification on Requirements for Incorporated Partnerships
To reiterate: the requirement to approve Annual Reports via a GMS and record them in a notarized deed applies strictly to Incorporated Partnerships.
The mechanism is outlined in Article 16 of Permenkum 49/2025 as follows:
- The Board of Directors submits the Annual Report to the GMS after review by the Board of Commissioners, no later than six months after the close of the financial year.
- GMS approval of the Annual Report is formalized into a notarized deed.
- The Board of Directors, via a notary, must submit the approved document to the Minister of Law within 30 days of signing the deed.
- Submission is completed electronically via SABH by uploading all required supporting documents.
- Once documents are verified as complete, SABH will issue an official notification of approval for the Annual Report.
Conclusion
Permenkum 49/2025 requires Incorporated Partnerships to submit GMS-approved Annual Reports as notarized deeds via SABH. This obligation does not apply to Individual Companies, as they lack a GMS structure.
Nevertheless, owners of Individual Companies cannot afford to ignore these rules. Failing to submit required financial statements can lead to suspended SABH access or even the revocation of legal entity status—disrupting business operations and stripping the company of its legal standing.
