Annual GMS for Indonesian PT Now Requires a Notarial Deed: What Should Your Company Do?

If your company operates as a Limited Liability Company (Perseroan Terbatas or PT) in Indonesia, there is a new regulation you cannot afford to overlook. Since 17 December 2025, the annual General Meeting of Shareholders (GMS/RUPS) for Indonesian PT companies is no longer just an internal formality. The government now requires that every annual report approval made during the GMS be formalized through a notarial deed and reported to the Ministry of Law.

This requirement is set forth under Minister of Law Regulation Number 49 of 2025 (Peraturan Menteri Hukum dan HAM or Permenkumham 49/2025), which replaces the previous framework under Permenkumham 21/2021. For business owners, foreign investors, and company directors alike, understanding this change is essential. Non-compliance can directly paralyze your company’s operations.

What Has Changed in the Annual GMS for Indonesian PT?

Prior to this regulation, many companies only prepared their GMS minutes as private documents. Meeting records were simply filed in the company’s internal archives, and reporting to the government was not mandatory.

Permenkumham 49/2025 fundamentally changes this practice. There are three key changes that every PT must understand:

Notarial Deed Is Now Mandatory

The approval of the annual report by the GMS must now be formalized through a notarial deed. The notary serves as a public official who verifies shareholder attendance, quorum validity, and the accuracy of the resolutions passed during the meeting. Without this authenticated document, the submission will not be accepted by the system.

Reporting Through SABH Is Required

Once the deed is signed, the notary must submit the GMS approval data electronically through the Legal Entity Administration System (Sistem Administrasi Badan Hukum or SABH), also known as AHU (Administrasi Hukum Umum) Online. This is now the only official channel recognized by the government.

The 30 Day Deadline Is Absolute

The submission must be completed within 30 calendar days from the date the notarial deed is signed. Missing even a single day means the system will not process the application, and the company will automatically be classified as non-compliant.

The practical implication is clear: companies can no longer delay the signing of the notarial deed after the GMS has been held. Every day of delay brings the company one step closer to system sanctions.

What Is the Reporting Process for the Annual GMS?

Based on Article 16 of Permenkumham 49/2025, the following steps must be completed:

What Must Be Included in the Annual Report?

The annual report submitted to SABH is far more than a procedural formality. Under Permenkumham 49/2025, the required components include:

• Complete financial statements (balance sheet, income statement, statement of changes in equity, cash flow statement, and notes to the financial statements)
• A report on the company’s primary operational activities
• Implementation of corporate social and environmental responsibility for companies operating in the natural resources sector
• Details of issues that arose during the fiscal year along with the supervisory report from the Board of Commissioners 
• Names of all directors and commissioners along with their remuneration details
• Beneficial Ownership (Pemilik Manfaat) information in accordance with applicable regulations

All of this data is stored digitally in the ministry’s corporate registry and can be accessed by other government agencies, including the Directorate General of Taxation (Direktorat Jenderal Pajak) and the Online Single Submission (OSS) licensing system.

Recommended Compliance Calendar

For companies with a fiscal year running from January to December, the following timeline is recommended to ensure the annual GMS for Indonesian PT and all related reporting are completed on time:

By mapping out this schedule at the beginning of the year, your company will have sufficient time at each stage and will not need to rush when the reporting deadline approaches.

What Are the Risks of Non-Compliance?

The penalty under this regulation is not a monetary fine. The consequence is far more severe: the blocking of access to the AHU system.

The process is progressive. If a company misses the reporting deadline for the annual GMS, the ministry will issue a written warning through SABH. If no action is taken within 30 days of the warning, the company’s access to the entire system will be frozen automatically.

The impact of this blocking on business operations is extensive. The company will be unable to amend its articles of association, increase or decrease its capital, or change its business purpose. Changes to the composition of the Board of Directors and Board of Commissioners cannot be registered, meaning newly appointed officers will not be recognized by banks, tax authorities, or business partners. Banks that routinely verify legal entity status through AHU Online may suspend credit facilities or freeze company accounts. Business licenses may also be at risk of revocation, as the OSS system is directly integrated with SABH.

What If Your Company Is Already Blocked?

If your company has already been blocked, recovery measures should be taken immediately. Start by identifying the cause of the block through the AHU account or by consulting the Regional Office of the Ministry of Law (Kantor Wilayah Kementerian Hukum). Fulfill any outstanding obligations by holding the GMS, preparing the approval deed through a notary, and completing all supporting documents.

Submit an official request for unblocking through the AHU system, pay the applicable Non-Tax State Revenue (Penerimaan Negara Bukan Pajak or PNBP) fee, and monitor the account status until it is fully restored.

For cases involving shareholder disputes or directives from other government agencies, the process may be more complex and professional assistance is strongly recommended.

Does This Apply to Foreign Investment Companies (PT PMA)?

Yes, it applies in full. Permenkumham 49/2025 does not distinguish between domestic investment companies (PT PMDN) and foreign investment companies (PT PMA). All Limited Liability Companies structured as capital partnerships (Perseroan Persekutuan Modal) must comply with the annual GMS reporting requirements.

For foreign investors, the implications extend even further. In mergers and acquisitions (M&A) transactions, the company’s annual reporting compliance history is now a standard component of the due diligence process.

A company with a blocked status will be considered high risk, and its valuation may decline significantly. On the other hand, the mandatory disclosure of Beneficial Ownership serves as a positive signal for global investors, as it aligns with international Anti-Money Laundering (AML) standards.

What Should You Do Now?

Do not wait until your company is affected. There are five steps you can take immediately.

• Audit your corporate data on AHU Online and verify that all registered information reflects the company’s current status. 
• Update your Beneficial Ownership data, as this is now a mandatory document for every submission.
• Coordinate with your notary and ensure they understand the 30 day reporting deadline.
• Create a Corporate Compliance Calendar so that the annual GMS for your Indonesian PT and all reporting milestones are mapped out from the beginning of the year.
• Consider engaging a professional corporate secretary to ensure nothing is missed.

How Can XPND Help?

Managing annual reporting compliance is not a simple task. From preparing reports and organizing the GMS to coordinating with the notary and ensuring all data is uploaded to the system on time, every stage requires precision and a thorough understanding of the regulatory framework.

This is where XPND serves as your trusted Corporate Secretary partner. Our team has extensive experience supporting hundreds of companies in managing the full cycle of corporate compliance in Indonesia.

Our services include the organization and documentation of the Annual GMS for Indonesian PT companies, direct coordination with notaries for deed preparation and submission to the ministry, deadline monitoring to ensure no reporting obligations are missed, corporate data audits and updates on AHU Online including Beneficial Ownership records, and access recovery assistance for companies that have already been blocked.

With XPND, you do not need to worry about the complexities of legal administration. Focus on growing your business and let compliance be our responsibility.