Indonesia: Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of a Limited Liability Company
We published a newsletter regarding Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of a Limited Liability Company in Indonesia. To view PDF version, please click the following link.
Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of a Limited Liability Company
January 2026
One Asia Lawyers Indonesia Office
Koji Umai, Lawyer (Japan)
Prisilia Sitompul, Lawyer (Indonesia)
1. Introduction
On 11 December 2025, the Indonesian Ministry of Law (“Ministry”) enacted Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of a Limited Liability Company (“MOL 49/2025“), which was promulgated and came into effect on 17 December 2025. With the issuance of this regulation, Minister of Law and Human Rights Regulation No. 21 of 2021 (“MOLHR 21/2021”), which had previously served as the legal basis for procedures related to the establishment, amendment, and dissolution of Limited Liability Companies (Perseroan Terbatas/PT), has been repealed.
While this regulation does not alter the basic structure of the Company Law itself, it contains significant provisions that directly affect corporate legal and governance practices, including practical workflow, application procedures, review deadlines, and the treatment of sole proprietor companies (Perseroan Perorangan).
This newsletter summarizes the key points that companies should pay particular attention to.
2. Transition from MOLHR 21/2021
With the enactment of MOL 49/2025, MOLHR 21/2021 has been repealed, and all future administrative procedures regarding the establishment, amendment, and dissolution of limited liability companies (PT) will be conducted in accordance with the new regulations (Article 33).
3. Revision of the Use of Legal Entity Administration System/Sistem Administrasi Badan Hukum (“SABH”)
MOL 49/2025 clearly reaffirms that, as a general rule, electronic filings through the SABH are required for the establishment, amendment of the articles of association, changes to company data, and dissolution of companies (Articles 7, 10, and 29).
This regulation revises and formally stipulates the previous practices, and is considered to aim at centralized management by the Ministry through SABH.
In practice, prior to the issuance of this regulation, the Ministry had already introduced new procedures for the registration of notarial deeds relating to certain corporate actions, including approval processes to be carried out by the relevant parties, indicating a shift toward stricter and more structured electronic supervision.
4. Clarification of Review Deadlines
MOL 49/2025 explicitly stipulates deadlines for administrative and applicant procedures. For example, it mandates that the Ministry of Justice review applications for amendments to articles of incorporation or changes to company data within 14 business days from the date of receipt (Article 13, Paragraph 3).
Furthermore, in cases of deficiencies,
- a deadline for making corrections is set; and
- If the applicant fails to respond within the prescribed period, the application may be rejected.
5. Positioning of Exceptional Non-Electronic Applications
While electronic filing via SABH is the general rule, MOL 49/2025 also explicitly permits non-electronic filing under specific exceptional circumstances (Article 30), specifically.
- internet outages based on official announcements by local governments, and
- situations where the SABH system is unable to function properly, as announced by the Minister.
Under such circumstances, notaries are permitted to submit applications non-electronically.
6. Annual Report
MOL 49/2025 stipulates the obligation for each company to submit its annual report through SABH (Article 16). Previously, while annual reports were required to be presented to the shareholders’ meeting at the annual general meeting of shareholders, submission to the Ministry was not mandatory.
With the enforcement of this regulation, the submission of the above annual report to the Ministry via SABH is now explicitly stated. Consequently, it is anticipated that all companies will need to submit their annual reports to the Ministry by first converting their annual general meetings into deeds and then uploading them to SABH via a notary public.
Failure to submit the annual report may result in administrative sanctions, including a written warning and suspension of future access to SABH (Article 17).
7. Conclusion
As mentioned above, while MOL 49/2025 does not change the system stipulated in the Company Law itself, it has a significant impact on these procedures. As this provision was not fully communicated to notaries and companies in advance, there are still many unclear points regarding its implementation. Therefore, it is necessary to work closely with local law firms and notaries to proceed with future procedures.
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