Regulatory Update : Minister of Law Regulation No. 49 of 2025 on Requirements and Procedures for Limited Liability Companies

By Setyawati Fitrianggraeni and Amanda Tiara Putri

Overview

The Ministry of Law officially enacted Minister of Law Regulation No. 49 of 2025 (Permenkum 49/2025) on 11 December 2025, replacing Minister of Law and Human Rights Regulation No. 21 of 2021. This step was taken to reorganize the legal entity administration system so that it becomes more transparent, effective, and accountable.(1) This effort is supported through the optimization of digital-based services.(2) The regulation provides a new legal framework that comprehensively regulates the requirements and procedures for the establishment, amendment, and dissolution of Limited Liability Companies), including those structured as capital partnerships or single-member companies.(3)

 Although the substantive provisions regarding Limited Liability Companies  continue to refer to the Company Law, Minister of Law Regulation 49/2025 brings significant adjustments to administrative procedures and reporting obligations.(2) One of the fundamental changes is the shift of the annual General Meeting of Shareholders (GMS) report from a previously internal corporate matter into a formal administrative obligation to the state. With the system now centralized under the Legal Entity Administration System (SABH), the government establishes clearer timelines for application review and imposes stricter sanctions on companies that fail to comply with their administrative obligations.(3)

Key Highlights

·       Annual Reporting Obligation of the GMS to the Minister of Law
The regulation primarily establishes the administrative obligation of directors of capital-based companies to electronically report the approval of the annual GMS report to the Minister of Law..(3) The responsible party in this process is the Board of Directors, which grants authority to a Notary to submit the GMS approval no later than 30 days after the notarial deed is signed.(1) The procedure is carried out by uploading the notarial deed on the approval of the annual report, along with the annual report document itself, into the SABH. The submission is then processed until the Minister issues a letter of receipt of notification as proof of compliance.(3)

·       Strengthening the Role of the SABH
Permenkum 49/2025 designates SABH as the primary foundation and the sole official information technology platform for processing all corporate administrative matters electronically.(4) This service must be used by Notaries as applicants for capital-based Limited Liability Companies, as well as by founders or directors directly for single-member Limited Liability Companies when submitting applications for establishment, amendment, or dissolution.(1) The mechanism includes completing electronic forms, uploading supporting documents such as the deed of establishment and proof of capital payment, and printing the approval letter or certificate of ratification independently by the applicant once the data is declared complete by the system.(1)

·       Administrative Sanctions and the Risk of SABH Access Suspension
This regulation introduces tangible legal consequences for companies that fail to fulfill their annual reporting obligations or to submit financial statements.(3) Sanctions are applied through administrative measures by the Minister of Law via the Director General of Legal Administration. The process starts with an electronic warning, and if the obligation is not met within 30 days (for capital-based companies), access to the SABH will be suspended.(1) This suspension has serious implications, as the company will be unable to carry out key corporate actions, such as changes to management or capital increases, while system access remains closed.(3)

·       Restructuring and Financial Reporting for Single-Member Companies
Permenkum 49/2025 refines the procedures for single-member companies, particularly regarding the periodic submission of financial statements to support transparency among micro and small enterprises.(2) The founder or director of a single-member company must submit financial statements, including balance sheet, income statement, and notes, via SABH within six months after the accounting period. If ignored for five years after repeated access suspensions, the government may revoke the company’s legal status.

 References

1.    Peraturan Menteri Hukum Nomor 49 Tahun 2025 tentang Syarat dan Tata Cara Pendirian, Perubahan, dan Pembubaran Badan Hukum Perseroan Terbatas.

2.    Pratiwi KM. Pendirian PT Pasca Terbitnya Permenkum 49/2025: Prosedur Baru, Penegasan SABH, dan Dampaknya bagi Pelaku Usaha. 2026. Available from: https://legalo.id/pendirian-pt-pasca-terbitnya-permenkum-49-2025-prosedur-baru-penegasan-sabh-dan-dampaknya-bagi-pelaku-usaha/

3. Salsabilla S. Laporan Tahunan RUPS Pasca Permenkum 49/2025, Ini Prosedur dan Risiko Jika Tidak Lapor RUPS!. 2026. Available from: https://prolegal.id/laporan-tahunan-rups-pasca-permenkum-49-2025-ini-prosedur-dan-risiko-jika-tidak-lapor-rups/

4. Salsabilla S. Permenkum 49/2025 Resmi Berlaku, Ini Poin Poin Penting yang Perlu Diketahui Pelaku Usaha. 2026. Available from: https://prolegal.id/permenkum-49-2025-resmi-berlaku-ini-poin-poin-penting-yang-perlu-diketahui-pelaku-usaha/

 

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