How to Change Directors or Shareholders in a PT PMA in Indonesia

Growing companies change. The investor who founded the company may want to bring in a partner or exit entirely. A director who managed operations for three years moves on. A new shareholder joins as the business expands. All of these are normal developments in the lifecycle of a Foreign Investment Company (Perseroan Terbatas Penanaman Modal Asing or PT PMA), and all of them require a formal legal process to take effect.

This is where many PT PMA operators encounter an unexpected bottleneck. Unlike many jurisdictions where board or shareholder changes are handled with internal documents and a quick filing, Indonesia requires every change to the company’s director, commissioner, or shareholder structure to be formalised through a notarial deed and approved or recorded by the Ministry of Law through SABH. The updated structure must also be reflected in the OSS system, and where the change affects an Investor KITAS holder, the Directorate General of Immigration (Direktorat Jenderal Imigrasi) is part of the process as well. The 30-day filing deadline under Minister of Law Regulation (Peraturan Menteri Hukum or Permenkum) No. 49 of 2025 is strict and non-negotiable: changes submitted after this window cannot be processed through the Legal Entity Administration System (Sistem Administrasi Badan Hukum or SABH).

This guide explains how director and shareholder changes work in a PT PMA, what the process involves for each type of change, and what downstream effects need to be managed.

The Regulatory Foundation

Two regulations govern corporate data changes for a PT PMA in Indonesia.

Limited Liability Company Law (Undang-Undang or UU) No. 40 of 2007, as amended by UU No. 6 of 2023 (the Job Creation Law), establishes the legal framework for the General Meeting of Shareholders (Rapat Umum Pemegang Saham or RUPS) as the decision-making authority for all significant changes to a company’s structure. Director and commissioner appointments, removals, and share transfers must all be approved through the RUPS process.

Permenkum No. 49 of 2025, which took effect on 17 December 2025 and replaced Permenkumham No. 21 of 2021, governs the administrative process for registering those changes with the Ministry of Law through SABH. Under this regulation, corporate changes are classified into two categories. The first is amendments to the Articles of Association (Anggaran Dasar), which covers changes to the company’s name, domicile, business activities (KBLI), capital structure, and legal status. These require formal Ministry approval before they take effect. The second is Company Data Changes (Perubahan Data Perseroan), which covers director changes, commissioner changes, shareholder changes, and address changes. These do not require Ministry approval but must be notified to the Ministry through SABH within 30 days of the notarial deed being signed.

Missing the 30-day window is not a minor administrative oversight. Under Permenkum 49/2025, a late submission cannot be processed through SABH. The change will not be legally registered, and the company’s corporate registry will continue to reflect the old structure. This creates a mismatch between the actual company governance and the legal record, which surfaces during tax audits, banking KYC reviews, OSS compliance checks, and immigration processing.

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Understanding the Two Types of Changes

Before walking through the process, it is worth being clear about which changes fall into which category under Permenkum 49/2025, because the administrative pathway differs.

Director and commissioner changes are Company Data Changes. A new director appointment, a director resignation, a replacement, or a change in the director’s role within the company all fall into this category. These are notified to the Ministry rather than approved by it, but a notarial deed is still required and the 30-day SABH filing deadline applies.

Share transfers are also Company Data Changes when the transfer does not affect the total authorised capital of the company. A shareholder selling their existing shares to another party, or a new shareholder acquiring shares from an existing one, is processed as a Company Data Change.

Capital structure changes are Articles of Association amendments when the transfer involves an increase or decrease in the company’s total authorised capital, or a change in the foreign versus domestic ownership composition that requires updated Ministry approval. These follow a more involved process that includes Ministry issuance of a new approval decree (Surat Keputusan or SK Kemenkumham).

For most PT PMAs carrying out routine corporate changes, such as replacing a departing director or transferring shares between investors, the Company Data Change pathway applies.

Changing a Director or Commissioner

The process for changing a director or commissioner in a PT PMA follows these steps.

Step 1: Convene a RUPS

All director and commissioner appointments and removals must be approved by a RUPS. The meeting can be held as an Annual General Meeting of Shareholders (AGMS) if it coincides with the annual reporting cycle, or as an Extraordinary General Meeting of Shareholders (Rapat Umum Pemegang Saham Luar Biasa or RUPS-LB) if the change is required outside the annual cycle.

The quorum and voting requirements depend on what the company’s Articles of Association specify for management changes. In the absence of specific provisions, the General RUPS quorum under Article 86 of UU No. 40/2007 applies: at least half of the total shares with voting rights must be represented, and approval requires more than half of the votes cast.

Step 2: Issue a notarial deed

A licensed Indonesian notary must attend or be informed of the RUPS and issue a notarial deed (Akta Perubahan Data Perseroan) documenting the management change. The notary also prepares the beneficial ownership (Pemilik Manfaat) disclosure documentation required under Permenkum 49/2025, which must accompany any corporate change filing.

Step 3: Submit through SABH within 30 days

The notary submits the notarial deed and supporting documents through SABH within 30 days of the deed being signed. The Ministry of Law records the change and the company’s corporate registry is updated to reflect the new management structure.

Step 4: Update the OSS system

The change in director or commissioner must also be reflected in the company’s Business Identification Number (Nomor Induk Berusaha or NIB) data in the OSS system. This is particularly important for PT PMAs because the NIB is linked to the LKPM (Investment Activity Report or Laporan Kegiatan Penanaman Modal) reporting system. A mismatch between the SABH record and the OSS record can create LKPM submission errors and flag the company for compliance review.

Step 5: Update tax registration records

The new director must obtain or update their Tax Identification Number (Nomor Pokok Wajib Pajak or NPWP) registration in connection with their role at the company. Under the Coretax system administered by the Directorate General of Taxes (Direktorat Jenderal Pajak or DJP), the company’s authorised signatory for tax purposes must reflect the current director. If the outgoing director was the registered signatory, this must be updated promptly to avoid issues with tax filing authorisation.

Changing Shareholders Through a Share Transfer

A share transfer in a PT PMA involves more considerations than a director change because it directly affects the foreign ownership structure and may have immigration consequences for shareholders who hold Investor KITAS.

Step 1: Verify foreign ownership limits

Before any share transfer proceeds, the resulting ownership structure must be checked against the applicable foreign ownership limit under the Positive Investment List (Daftar Prioritas Investasi or DPI) for the company’s KBLI code. A share transfer that would result in foreign ownership exceeding the permitted percentage cannot proceed without a corresponding restructuring. This is a hard compliance boundary and the OSS system will flag ownership compositions that violate sectoral limits.

Step 2: Prepare the share transfer documents

The share transfer requires a Deed of Share Transfer (Akta Pemindahan Hak atas Saham) executed before a notary. Both the transferring and receiving parties must be present or represented by a power of attorney. The notary will verify the identity of both parties and the legitimacy of the transfer.

If the incoming shareholder is a new foreign individual or foreign legal entity, their documents must be prepared in advance, including a valid passport, NPWP, and where applicable, evidence of the source of funds for the investment.

Step 3: Convene a RUPS to approve the transfer

Share transfers must be approved at a RUPS unless the company’s Articles of Association specifically provide for a simpler approval mechanism. The RUPS approves the transfer, records the updated shareholder register, and issues a resolution that the notary incorporates into the Akta Perubahan Data Perseroan.

Step 4: Submit through SABH within 30 days

As with director changes, the notarial deed documenting the share transfer must be submitted to SABH within 30 days of signing. The Ministry records the change and the shareholder register is updated in the legal entity database.

Step 5: Update OSS and LKPM records

The new shareholder structure must be reflected in the OSS system. For PT PMAs, this is particularly important because the LKPM reporting system cross-references shareholder data. An updated shareholder composition may also affect the company’s investment realization reporting obligations if the capital commitments or investment plan change as a result of the transfer.

Step 6: Address Investor KITAS implications

If the outgoing shareholder held an Investor KITAS (index E28A) sponsored by the company on the basis of their shareholding, the transfer of those shares affects the KITAS sponsorship basis. Once the shareholder no longer holds the minimum IDR 10 billion in shares required for Investor KITAS eligibility, the basis for the permit no longer exists.

The outgoing shareholder must initiate the Exit Permit Only (EPO) process for their Investor KITAS, or arrange a status conversion to a different permit category before their shareholding falls below the threshold. Any Dependent KITAS (E31 series) holders sponsored by the outgoing investor are also affected and must be addressed as part of the same transition.

For the incoming shareholder who intends to apply for a new Investor KITAS, the application cannot be submitted until the share transfer is fully registered in SABH and the OSS system. The Investor KITAS application requires the updated shareholder register and SABH confirmation as supporting documents.

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The SABH Annual Report Prerequisite

One aspect of corporate changes in Indonesia that has become significantly more consequential since December 2025 is the relationship between annual reporting compliance and the ability to process changes through SABH.

Under Article 17 of Permenkum 49/2025, a company whose SABH access has been blocked due to non-compliance with annual report submission requirements cannot process any corporate actions through SABH until the compliance gap is remedied. This means that a PT PMA that has not filed its annual RUPS report and notarial deed through SABH cannot register a director change, a share transfer, or any other corporate amendment, regardless of how urgently the change is needed.

For PT PMAs that have been operating since before December 2025 and have not yet aligned with the new annual reporting requirements, this is the first issue to address before initiating any corporate change process. The SABH access must be confirmed before a notary can submit the change filing.

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Beneficial Ownership Disclosure Requirements

Permenkum 49/2025 introduced mandatory beneficial ownership (Pemilik Manfaat) disclosure for all corporate changes submitted through SABH. This requirement applies regardless of whether the change is a director replacement or a share transfer.

The beneficial owner is defined under Presidential Regulation (Peraturan Presiden or Perpres) No. 13 of 2018 as the natural person who ultimately owns or controls the company, directly or indirectly, through shareholding, voting rights, or other means. For a PT PMA with a clear foreign individual shareholder structure, this is typically straightforward to identify and document. For companies with layered corporate ownership structures involving holding companies and intermediary entities, the beneficial ownership chain must be traced to the ultimate natural person and documented accordingly.

The notary is required to prepare and retain the beneficial ownership statement as part of every SABH submission. Errors or omissions in this documentation are one of the most common reasons corporate change filings are rejected by the Ministry.

What Happens When Changes Are Not Registered

The consequences of failing to register corporate changes through SABH within the required window go beyond administrative inconvenience.

From a legal standpoint, an unregistered director change means the previous director remains the legally recognised representative of the company. Contracts signed by the new director before the change is officially registered may be challenged on the grounds that the signatory lacked authorised status. Banking relationships and tax filings that reference the new director’s identity will not align with the Ministry of Law’s records.

From a compliance standpoint, a SABH record that does not match the OSS system creates an inconsistency that surfaces during LKPM reviews. The Ministry of Investment cross-references company data across systems, and inconsistencies can trigger requests for clarification or flag the company for additional inspection.

For companies that have accumulated multiple unregistered changes over time, the remediation process requires engaging a notary to reconstruct the sequence of changes through a series of retrospective deeds, each of which must be filed with SABH in the correct order. This is significantly more expensive and time-consuming than keeping the registry current from the outset.

Where This Fits in the PT PMA Lifecycle

Director and shareholder changes sit at the intersection of several compliance tracks that run concurrently in a PT PMA. A change in the director affects the company’s tax registration, its banking authorisation, and potentially its OSS licensing signatory. A change in shareholders affects LKPM reporting, foreign ownership compliance, and immigration permits. For companies considering a full exit, understanding the share transfer process is the first step before the dissolution pathway described in the complete guide to closing a PT PMA in Indonesia.

For companies considering restructuring beyond routine director and shareholder changes, including mergers, acquisitions, and KBLI amendments, the XPND guide on how to restructure a PT in Indonesia covers those more complex corporate actions in full.

How XPND Manages Corporate Changes for PT PMAs

Corporate changes in a PT PMA are not complicated in principle, but the 30-day SABH deadline, the beneficial ownership requirements, and the downstream effects on KITAS and OSS records mean that the sequencing matters considerably. A change that is filed late, submitted with incomplete beneficial ownership documentation, or not reflected in the OSS system creates compliance gaps that compound over time.

At XPND, the corporate secretary team manages director and shareholder changes end to end: coordinating with the notary on the RUPS deed, preparing the beneficial ownership documentation, submitting through SABH within the required window, and updating the OSS and tax records to reflect the change. For changes that affect Investor KITAS holders, the immigration team handles the permit transition concurrently so the corporate and immigration tracks stay aligned.

If you need to change a director or transfer shares in your PT PMA, reach out to www.xpnd.co.id to get a clear picture of the steps involved before the 30-day clock starts.