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Newly Issued Ministry of Law Regulation on Establishment, Amendment, and Liquidation of Legal Entity

2026.04.16

Introduction 
 
On 17 December 2025, the Indonesian government introduced Minister of Law Regulation No. 49 of 2025 on Requirement and Procedures for the Establishment, Amendment, and Liquidation of Legal Entity (“MOL Reg. 49/2025”), which revokes and replaces Minister of Law and Regulation No. 21 of 2021 on the same matter (“MOL Reg. 21/2021”).  Through the enactment of MOL Reg. 49/2025, the government aims to create a more transparent, effective, and accountable legal services administration system.  MOL Reg. 49/2025 builds on the system introduced by MOL Reg. 21/2021 by introducing new provisions while introducing more structured and stringent corporate regulatory requirements. 
 
 
1. Verification Towards the Amendment to Articles of Association and Company Data 
 
MOL Reg. 49/2025 introduces a new verification system that applies to companies carrying out amendments to the articles of association and amendments to company data, which shall be carried out within 14 (fourteen) business days as of the date the application is received.1)   
 
The verification is conducted by confirming that the data entered in the amendment form is consistent with the deed of amendment, the minutes of the general meeting of shareholders approving such amendment, or a circular resolution of shareholders in lieu of a general meeting, as applicable, as well as the latest data uploaded in the Legal Entity Administration System (Sistem Administrasi Badan Hukum – “SABH”).2)  
 
If the verification is confirmed to be complete and compliant, the Minister of Law, through the Director General of Legal Administration, will then issue either a decision letter or an acknowledgment letter of notification, which will be delivered to the notary electronically through SABH.3)   
 
Notably, for (i) changes of the board of directors and board of commissioners, (ii) changes in the data of share transfers, and (iii) changes in shareholders’ names, a separate substantive verification is carried out by the Ministry of Law prior to the verification process under MOL Reg. 49/2025.4)   In this case, SABH will send an email to the shareholders of the company requesting confirmation of the abovementioned data changes. Once the shareholders have provided confirmation, then the verification under MOL Reg. 49/2025 will proceed. 
 
 
2. Additional Ultimate Beneficial Ownership Disclosure Requirements 
 
MOL Reg. 49/2025 also introduces a new provision that requires companies to submit several documents related to ultimate beneficial ownership at the time of establishment and at any time when companies intend to carry out amendments of articles of association or amendment of company’s data.  The said documents are as follows:5)   
 
<ul>
	<li>power of attorney from the board of directors to the notary in relation to the submission of beneficial ownership information;</li>
	<li>a statement letter from the board of directors declaring the name of the beneficial owner; and</li>
	<li>a consent letter from the beneficial owner of the company. </li>
</ul>
  
This provision is intended to ensure that companies always have accurate and reliable information regarding their beneficial owner information.
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3. New Annual Report Submission Obligations 
 
In line with the provisions of Law No. 40 of 2007 as amended by Government Regulation in lieu of Law No. 2 of 2022 (“Company Law”), MOL Reg. 49/2025 also requires the board of directors of companies to submit an annual report to the general meeting of shareholders within 6 (six) months after the end of the relevant financial year.6)  
 
Furthermore, MOL Reg. 49/2025 adds a new obligation which requires that the approval of the annual report shall be made in a notarial deed and shall be submitted to the Minister of Law within 30 (thirty) calendar days as of the date of the notarial deed through SABH.7)  The Minister of Law, through the Director General of Legal Administration, shall then issue a letter of acknowledgement of notification.8)  
 
Failure to submit the annual report to the Minister of Law within the prescribed time period will result in administrative sanctions in the form of written warnings and blocking of access to SABH.9)   
 
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<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">1) Article 13 (1) (3) of MOL Reg. 49/2025.</div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">2) Article 13 (2) of MOL Reg. 49/2025.</div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">3) Article 14 (1) and (2) of MOL Reg. 49/2025.</div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">4) Announcement from Minister of Law dated 22 October 2025. </div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">5) Article 6 (1) (i) and Article 10 (1) 4 (j) MOL Reg. 49/2025. </div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">6) Article 16 (1) of MOL Reg. 49/2025.</div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">7) Article 16 (2) and (3) of MOL Reg. 49/2025. </div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">8) Article 16 (7) of MOL Reg. 49/2025.  </div>

<div style="margin-bottom: 8px; font-size: 16px; line-height: normal;">9) Article 17 (2) of MOL Reg. 49/2025.</div>

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