Indonesia has quietly—but decisively—raised the compliance bar for companies.
With the issuance of Minister of Law Regulation No. 49 of 2025, the government has replaced the long-standing framework under Regulation 21/2021 and introduced mandatory annual reporting, stricter beneficial ownership disclosure, and real administrative sanctions for non-compliance.
For PT and PT PMA owners, this is not a cosmetic update. It directly affects company establishment, amendments, annual obligations, and access to the SABH system.
What Changed—and Why It Matters
Regulation 49/2025 came into force on 17 December 2025, officially revoking Regulation 21/2021. Any filings submitted before that date will still be processed under the old rules—but everything going forward falls under the new regime.
The stated objective is clear:
- stronger transparency
- tighter beneficial ownership control
- better corporate data accuracy
- enforcement through digital access restrictions
In practice, this means companies that treat compliance as “paperwork” are now exposed.
1. Stronger Beneficial Ownership Disclosure (Not Optional Anymore)
For capital-partnership companies (including PT PMA), beneficial ownership disclosure is no longer a box-ticking exercise.
Notaries must now submit and retain three mandatory documents:
- Power of Attorney from the Board of Directors to the notary
- Board of Directors statement identifying the Beneficial Owner
- Written consent from the Beneficial Owner
This aligns with the broader national push to eliminate nominee structures, hidden control, and shell companies.
Practical risk: Incorrect, incomplete, or inconsistent BO disclosure can now block future filings, amendments, or approvals in SABH.
2. Company Amendments: Approval vs Notification (New Dual System)
Previously, all amendments were simply “registered.” Under Regulation 49/2025, amendments now fall under two different tracks:
➤ Amendments Requiring Approval
Still require formal approval from the Minister, including:
- Company name
- Domicile
- Business purpose & objectives
- Capital structure
- Company status
➤ Amendments Requiring Notification
Other changes—previously registered—now only require notification, but must still be:
- uploaded through SABH
- supported by notarial deeds and documents
The regulation does not clearly define whether all company data changes fall under approval or notification—creating a legal gray zone that must be handled carefully.
3. Annual Reporting Is Now Mandatory for Capital-Partnership Companies
This is the most critical change. Under Regulation 49/2025:
- Boards of Directors must submit annual reports
- Reports must be approved by RUPS
- Submission deadline: within 30 days after the notarial deed is signed
- Annual reports must be prepared and presented to RUPS within 6 months after financial year-end
What Happens If You Don’t Comply?
Failure to submit annual reports can result in:
- Written warnings
- Restriction of SABH access
This is not symbolic. Without SABH access, a company cannot:
- amend its Articles of Association
- update directors/shareholders
- process restructurings
- proceed with dissolution
In short: your company becomes legally frozen.
4. Why This Matters for Foreign Investors & PT PMA
For foreign investors in Bali and across Indonesia, this regulation closes many of the loopholes that previously existed:
- “Dormant” companies with no reporting
- PT PMA structures never updated after setup
- Beneficial owners hidden behind layered shareholding
- Companies relying entirely on notaries without internal governance
Regulation 49/2025 signals a clear message: Corporate compliance is now continuous, not event-based.
Key Takeaways
- Annual reporting for PT & PT PMA is now mandatory
- Beneficial ownership disclosure is stricter and enforceable
- SABH access can be restricted for non-compliance
- Notaries face higher responsibility—but liability still sits with directors
- Companies must treat governance as an ongoing obligation
How Seven Stones Can Help
At Seven Stones, we are already adapting all PT and PT PMA structures to align with Regulation 49/2025, including:
- Beneficial ownership audits
- Annual reporting frameworks
- SABH compliance monitoring
- Board & RUPS documentation alignment
- Amendment strategy (approval vs notification risk management)
If your company was established before 2025, now is the time to review—not wait for a system block to force action.
Reach out to Seven Stones Indonesia to ensure your structure remains compliant, operational, and future-proof.