Navigating Indonesia's New Personal Data Protection Law

Background

On 11 December 2025, the Minister of Law of the Republic of Indonesia issued Minister of Law Regulation No. 49 of 2025 concerning the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies. The regulation officially came into force on 17 December 2025 and replaces the previous framework under Minister of Law Regulation No. 21 of 2021 governing the same matters.

This regulation aims to strengthen the administration of legal entities within the Ministry of Law by improving regulatory transparency, administrative discipline, and the accountability of business entities operating in Indonesia.

The following overview highlights the key changes introduced by this new regulation and provides guidance for companies and stakeholders to ensure ongoing compliance with the updated requirements.

Key Regulatory Developments

Mandatory Submission of Annual Report Approval to the Ministry of Law

Under the previous regulatory framework, companies were only required to submit amendments to their Articles of Association and/or corporate data to the Ministry of Law for approval or notification. The preparation and approval of a company's annual report were generally treated as internal corporate governance matters, with external reporting obligations primarily applicable to publicly listed companies.

Regulation No. 49 of 2025 introduces a new requirement whereby the shareholders' meeting that approves the company's annual report must now be documented in a notarial deed. The deed, together with the annual report, must then be submitted to the Ministry of Law through the Legal Entity Administration System (SABH) within 30 calendar days from the date of the shareholders' meeting.

Failure to comply with this obligation may result in administrative sanctions, including a written warning and the temporary suspension of access to the SABH system.

This requirement applies broadly to capital-partnership limited liability companies, regardless of whether they are publicly listed or subject to specific sectoral supervision. However, the obligation does not apply to individual limited liability companies (perseroan perorangan).

Additional Beneficial Ownership Disclosure Requirements

The regulation also introduces stricter requirements regarding the disclosure of beneficial ownership information. While Indonesian companies have already been required to report beneficial owner information during incorporation and whenever changes occur, Regulation No. 49 of 2025 now adds a further requirement.

Companies must now submit a written consent letter from the beneficial owner both at the time of company establishment and when any changes to the beneficial owner occur. This requirement is intended to strengthen the transparency and reliability of beneficial ownership data recorded by the Ministry of Law.

Verification Process for Corporate Amendments

Another notable development is the introduction of a formal verification process for applications relating to amendments to a company's Articles of Association and/or corporate data.

Under the new regulation, the Ministry of Law must conduct a verification review before issuing approval or acknowledgment of such amendments. The verification process must be completed within 14 working days from the date the application is formally received through the SABH system.

During this period, the Ministry will verify whether the information submitted in the electronic form is consistent with the supporting documents uploaded, such as the minutes of the shareholders' meeting, share transfer deeds, newspaper announcements (if applicable), and the company's existing data recorded in the SABH.

If inconsistencies or deficiencies are identified, the application may be returned for clarification or correction. In such cases, the notary must address the requested revisions within seven days after receiving the Ministry's feedback.

Contingency Mechanism for Offline Filings

Regulation No. 49 of 2025 also introduces a contingency mechanism allowing manual or offline submissions in certain technical situations. Notaries may submit applications for the establishment, amendment, or dissolution of companies through non-electronic means if electronic submission is not possible due to internet connectivity issues or temporary system disruptions affecting the SABH platform.

Further procedures for these manual submissions will be regulated in a separate implementing regulation.

Conclusion

The introduction of Regulation No. 49 of 2025 represents a significant development in Indonesia's corporate regulatory framework. One of its most notable changes is the transformation of annual report approval from a purely internal corporate governance matter into a formal administrative obligation subject to state supervision.

Furthermore, the implementation of a structured 14-working-day verification process for corporate amendments reflects the government's effort to improve data accuracy, regulatory oversight, and transparency within Indonesia's legal entity administration system.

In light of these developments, companies are advised to review and update their internal corporate governance and compliance procedures. Shareholders' meetings approving annual reports should now be coordinated with a notary to ensure the preparation of the required notarial deed and timely submission to the Ministry of Law. Companies should also consider the additional verification period when planning corporate actions that require amendments to their Articles of Association or corporate data.