Regulation Updates on the Annual General Meeting of Shareholders (AGMS) in Indonesia

An Annual General Meeting of Shareholders (AGMS) in Indonesia is no longer only an internal corporate formality for PT companies. Under Minister of Law Regulation No. 49 of 2025 (Permenkum 49/2025), in force since 17 December 2025, the approval of a company’s annual report must be recorded in a notarial deed and submitted through the Sistem Administrasi Badan Hukum (SABH) — the electronic filing feature for this went live on 1 June 2026.

For PT PMA and PT PMDN companies, the practical question is no longer just whether the annual report has been prepared. It is whether the report has been reviewed by the Board of Commissioners, approved at the AGMS, formalized in a notarial deed, and filed with SABH within the applicable deadlines — and whether the company needs to process future corporate actions such as director changes, commissioner changes, share transfers, or shareholder name changes.

Key Takeaways

• Financial year 2025 deadline: 31 October 2026. Ditjen AHU’s transition period for filing FY2025 annual reports through SABH has been reported as extended to 31 October 2026. From November 2026, companies that have not filed receive a written warning, and SABH access is blocked if they still have not filed 30 days later.
• Three parties, one process. A valid AGMS filing needs the shareholders’ approval, a notarial deed, and a SABH submission to the Ministry of Law. InCorp Indonesia coordinates all three for PT PMAs, from AGMS documents to the notary deed and the AHU filing.

• Permenkum 49/2025 took effect on 17 December 2025, while SABH annual report filing started on 1 June 2026.
• Companies with a 31 December year-end must approve the annual report by 30 June and file the notarized resolution in SABH within 30 days.
• The annual report must cover financial statements, company activities and CSR/TJSL, business challenges, supervisory reports, and the remuneration of directors and commissioners.
• Late filing can lead to written warnings and blocked SABH access until the company completes its filing obligations.
• Companies meeting certain criteria, including assets or turnover of at least IDR 50 billion, must have their financial statements audited before AGMS approval.

What is an Annual General Meeting of Shareholders (AGMS) in Indonesia?

The Annual General Meeting of Shareholders (AGMS — RUPS Tahunan) is the shareholder meeting at which a PT company’s board of directors presents the annual report for review and approval.

For PT PMAs, the hardest part is rarely the meeting itself. It is coordinating foreign shareholders, the notary, and the Ministry of Law’s SABH system within strict deadlines. InCorp Indonesia’s compliance and secretarial team prepares the AGMS resolutions, coordinates the notarial deed, and files the approved annual report with AHU, so the company stays unblocked.

Under Article 66 of UU No. 40/2007 on Limited Liability Companies (Company Law), as amended by UU No. 6/2023, the Board of Directors must submit the annual report, after review by the Board of Commissioners, to the AGMS no later than six months after the end of the financial year.

The AGMS is distinct from an Extraordinary General Meeting of Shareholders (RUPS Luar Biasa), which can be convened at any time to decide on matters such as share transfers, capital changes, or director appointments. The AGMS specifically approves the annual report and, where relevant, discharges the board from liability (acquit et de charge) for the year under review.

AGMS Approval vs SABH Filing: Key Differences

For PT companies, the Annual General Meeting of Shareholders and the SABH filing are connected but serve different purposes. The AGMS is the shareholder meeting Indonesia companies use to approve the annual report. SABH filing is the electronic submission process that records the approved annual report with AHU.

Factor	Annual General Meeting of Shareholders	SABH Annual Report Filing
Legal basis	UU No. 40/2007 (Company Law), Article 66	Permenkum 49/2025, Articles 4, 6, and 16
Purpose	Shareholders review and approve the annual report	The approved annual report and notarial deed are submitted to AHU
Main document	Annual report and shareholder resolution	Notarial deed of approval and the annual report
Responsible party	Directors, Board of Commissioners, shareholders	Directors, acting through a notary
Timing	Generally held within 6 months after the financial year ends	Within 30 days after the notarial deed is signed
Regulatory function	Internal corporate approval and accountability	External compliance record with the Ministry of Law (AHU)
Risk if missed	Incomplete annual compliance cycle; potential challenge to the resolution’s validity	Written warning, then SABH access blocking, freezing corporate-data changes

AGMS Compliance in 2026: Notarization, 30-Day Filing, and the 31 October Deadline

Permenkum 49/2025 (Minister of Law Regulation No. 49 of 2025), in force since 17 December 2025, introduced two new requirements for every PT: approval of the annual report must be recorded in a notarial deed, and the approved report must be filed electronically through SABH within 30 days.

• The approval must be notarized. The AGMS approval of the annual report must be set out in a notarial deed, either the meeting minutes or a deed of resolutions (Article 16(2)). Internal minutes alone are no longer enough.
• The filing goes through the notary. The directors submit the approval to the Minister electronically through SABH via a notary, uploading the deed and the approved annual report (Article 16(3)–(5)).
• 30 days from the deed. The SABH filing is due within 30 days of the date the notarial deed is signed, not the date of the meeting (Article 16(3)).

For financial year 2025, Ditjen AHU opened SABH annual-report filing on 1 June 2026 and has been reported to extend the transition period to 31 October 2026. Sanctions start in November 2026:

Date	What happens
30 June 2026	AGMS deadline for a 31 December 2025 year-end (6 months, Article 66 UU 40/2007)
Within 30 days of the deed	SABH filing deadline through the notary
31 October 2026	End of the FY2025 transition period
November 2026	Written warning sent through SABH and/or email (Article 17)
30 days after the warning	SABH access blocked if still unfiled (Article 18(2)), pausing director changes, share transfers, and data updates

The transition does not cancel the 30-day rule, and it does not apply to financial year 2026 reports, which follow the normal calendar in 2027. Companies that held their AGMS without a notarial deed should have the resolutions notarized and filed before 31 October.

Who Must Hold an AGMS? PT PMA, PT PMDN, and PT Perorangan Compared

Every standard PT, including PT PMA (foreign investment companies) and PT PMDN (domestic investment companies), must hold an AGMS under Article 66 of UU 40/2007. Under Permenkum 49/2025, this annual reporting process also requires the relevant notarial deed and SABH filing.

PT Perorangan follows a simpler mechanism. Under Articles 27–28 of Permenkum 49/2025, its annual reporting is documented through a shareholder statement rather than a notarized AGMS resolution. This structure is only available to eligible Indonesian micro and small businesses, so foreign-owned PT PMA companies must follow the standard PT reporting route under Article 16.

For PT PMA, consistency across corporate records is also important. Discrepancies between SABH, OSS, and tax data may cause issues in other compliance processes, including (LKPM) reporting or licensing updates.

READ MORE:

• PMA vs PMDN: Which Structure Fits Your Business?
• Choosing the Right Setup Beyond Virtual Office Services
• Changing Your Registered Business Address: Know the Risk

What Must Be Included in the Annual Report?

Article 16(6) of Permenkum 49/2025 sets out the minimum content of the annual report submitted for AGMS approval:

Component	What it must cover
Financial statements	Balance sheet, income statement, cash flow statement, statement of changes in equity, and notes to the financial statements
Company activity report	Summary of the company’s activities during the fiscal year, including implementation of corporate social and environmental responsibility (CSR/TJSL)
Obstacles report	Information on problems or challenges that affected the company’s business during the fiscal year
Commissioners’ supervisory report	The Board of Commissioners’ report on its supervisory duties during the year
Remuneration disclosure	Salaries, honoraria, and allowances paid to each member of the Board of Directors and Board of Commissioners

The annual report must be signed by all directors and commissioners in office at the time (Article 67(1), UU 40/2007). A director or commissioner who doesn’t sign must provide a written reason, which is disclosed together with the report.

Does the Annual Report Need to Be Audited?

Not every PT must have its financial statements audited before AGMS approval. Under Article 68(1) of UU 40/2007, as amended by UU 6/2023, an audit by an independent public accountant is mandatory if the company:

• Raises or manages public funds
• Issues debt instruments to the public
• Is a publicly listed company (PT Tbk)
• Is a state-owned or regionally owned enterprise (BUMN/BUMD)
• Has assets and/or annual turnover of at least IDR 50 billion
• Is subject to other audit requirements under applicable laws or sector regulations

If the company meets any of these criteria, its financial statements must be audited before they can be validly approved at the AGMS.

For PT PMA companies, the IDR 50 billion asset or turnover threshold is especially important, as growing businesses may become subject to the audit requirement as their operations expand.

READ MORE:

• LKPM Reporting Indonesia: What to Do If It is Rejected 
• LKPM Report Indonesia: 5 Mistakes and How to Avoid Them 
• LKPM Report Guide: How Companies Can Stay Compliant 
  

How to Call and Conduct a Valid AGMS

An AGMS must follow the notice, quorum, voting, and documentation requirements under UU 40/2007.

Notice Period and Content

Under Article 82, shareholders must receive notice at least 14 days before the AGMS, excluding the notice and meeting dates. The notice must state the date, time, place, agenda, and availability of supporting documents.

Quorum and Voting

Under Article 86, the AGMS generally requires more than half of the voting shares to be represented. Article 87 provides that resolutions should be reached by consensus or, if needed, by more than half of the votes cast.

Virtual AGMS or Circular Resolutions

Article 77 of UU 40/2007 allows electronic AGMS meetings in which participants can see, hear, and participate directly. Article 91 also allows a circular resolution without a meeting if all voting shareholders approve and sign it.

PT PMA companies with overseas shareholders should confirm the correct process before the AGMS to avoid procedural issues.

Annual General Meeting of Shareholders: Process, Timeline, and Cost Factors

The process for completing an annual general meeting of shareholders and SABH filing depends on the company’s readiness.

Step	What to do	Timing	Legal basis
1. Finalize the annual report	Prepare financial statements, activity report (incl. CSR/TJSL), business issues, commissioners’ supervisory report, and director/commissioner remuneration. All directors and commissioners in office sign it. If assets or turnover are IDR 50 billion or more, complete the statutory audit first.	January–April	Permenkum 49/2025 Art. 16(6); UU 40/2007 Art. 67(1), 68(1)
2. Board of Commissioners review	Commissioners review the annual report before it goes to the AGMS.	Before the notice	Permenkum 49/2025 Art. 16(1)
3. Send the AGMS notice	Send by registered letter and/or newspaper with date, time, place, agenda, and availability of the annual report. Overseas shareholders arrange powers of attorney (notarized and apostilled).	At least 14 days before the meeting, excluding notice and meeting dates	UU 40/2007 Art. 82
4. Hold the AGMS or sign a circular resolution	Confirm quorum (more than half of voting shares) and approve the annual report. Electronic meetings or a circular resolution signed by all shareholders are allowed.	No later than 30 June	UU 40/2007 Art. 66, 77, 86, 87, 91
5. Prepare the minutes and resolutions	The notary records the meeting in a deed of minutes, or the signed minutes/circular resolution are restated before a notary.	Immediately after the meeting	—
6. Sign the notarial deed	Record the annual report approval in a notarial deed. Internal minutes alone are not enough.	As soon as possible; starts the 30-day clock	Permenkum 49/2025 Art. 16(2)
7. Submit through SABH	The notary uploads the deed and the approved annual report to SABH on the directors’ behalf. No government fee currently.	Within 30 days of deed signing	Permenkum 49/2025 Art. 16(3)–(5)
8. Check and archive	Save the SABH proof of submission, confirm AHU access is unblocked, and align data across SABH, OSS, and the tax office.	Right after submission	—

Costs may include notarial fees, annual report or audit preparation where Article 68(1) applies, and any legal or administrative costs to resolve a SABH block. The main costs are the notary’s fee for the deed, the audit fee where Article 68(1) applies, and document legalization for overseas shareholders; the SABH filing itself is currently free.

As of 1 June 2026, AHU does not charge a PNBP fee for the SABH annual report filing, though this may change.

Haven’t filed your FY2025 AGMS yet? InCorp Indonesia can prepare the resolutions, arrange the notarial deed, and submit your SABH filing before 31 October 2026. Book a free compliance check

What Happens If a Company Misses the Deadline?

For FY2025 reports, these sanctions apply from November 2026. Under Articles 17 and 18 of Permenkum 49/2025, late filing can lead to:

• A written warning through SABH or email;
• SABH access being blocked if the filing remains unresolved; and
• Restrictions on corporate updates, including changes to directors, share transfers, and amendments to company data.

The company remains a valid legal entity, but AHU-related corporate actions cannot be processed until the filing is corrected and the block is lifted.

How to Lift a SABH Block

A company that has been blocked can apply to the Director General of AHU through SABH to have the block lifted. The application must be accompanied by the notarial deed of approval of the annual report and the supporting documents required under Article 16, including the completed annual report.

Once AHU verifies the filing, access is restored and pending corporate actions can proceed. Since this process depends on AHU’s review timeline, it is generally faster to file on time than to remedy a block afterward.

READ MORE:

• How to Legally Process PT PMA Dissolution in Indonesia 
• Company Registration in Indonesia: A Guide for Foreign Investors 
• The Requirements for Establishing PT PMA in Indonesia 
  

Common AGMS and SABH Filing Mistakes to Avoid

Even when the annual reporting process is straightforward, poor timing or inconsistent records can still delay AGMS approval and SABH filing. Common mistakes include:

• Planning Too Late: Confirming board schedules and notarial availability only after year-end can leave little time before the 6-month AGMS deadline.
• Missing the Audit Requirement: Overlooking the Article 68(1) audit trigger can delay the approval of financial statements at the AGMS.
• Relying Only on AGMS Minutes: The approval must also be formalized in a notarial deed as required under Permenkum 49/2025.
• Missing the 30-Day Filing Deadline: Delays in notarial processing can reduce the time available to submit the deed through SABH.
• Keeping Inconsistent Company Data: Differences in shareholder, director, or commissioner information across SABH, OSS, and DJP records can create additional compliance issues.

When Should a Company Seek Professional Support?

Companies with multiple or foreign shareholders, cross-border reporting lines, or upcoming corporate actions may face greater risks if the AGMS and SABH filing is delayed.

An early readiness review can help confirm whether an audit is required, whether company data is consistent across SABH, OSS, and DJP, and whether the notarial deed and SABH filing can be completed within the required timeline.

A valid AGMS filing depends on three parties working to the same deadline: the shareholders who approve the annual report, the notary who records it in a deed, and the Ministry of Law, which receives the filing through SABH. For PT PMAs, the shareholders are often overseas, documents need signing across time zones, and the 30-day window starts the day the deed is signed.

Professional support makes sense when:

• Your shareholders or directors are outside Indonesia
• Your annual report needs an audit under Article 68(1) (assets or turnover of IDR 50 billion or more)
• You held the AGMS without a notarial deed, or have not yet filed on SABH
• You plan a director change, share transfer, or capital change, which a SABH block would stop

Keep Your Annual Compliance in Order with InCorp

InCorp Indonesia handles the full AGMS cycle for PT PMAs and local companies:

1. Readiness review: check the annual report, audit trigger, and SABH status
2. AGMS documents: draft the notice, agenda, and resolutions, or a circular resolution signed by all shareholders
3. Notary coordination: arrange the notarial deed with our partner notaries, including signing for overseas shareholders
4. SABH/AHU filing: submit the deed and approved annual report to the Ministry of Law within 30 days
5. Post-filing check: align the updated data with OSS and the tax office, and keep your company documents current

With the FY2025 transition ending on 31 October 2026, fill out the form below for a free annual compliance check. Our team will confirm your filing status and give you a fixed timeline.

Frequently Asked Questions