Frequently Asked Questions: #sabh

There are two deadlines, one leading into the other:

• AGMS approval: within six months of the end of the financial year. For the December year-end that almost every Indonesian company uses, that is 30 June of the following year.
• SABH filing: within 30 days of the date the notarial deed recording that approval is signed.

So a company with a December year-end that holds its AGMS on 30 June and has the deed drawn the same day must have the filing in SABH by 30 July.

The first year is unusual. The obligation took effect on 1 June 2026, and the first report due is the one for financial year 2025 — whose AGMS deadline was 30 June 2026. Any company that approved its 2025 report but has not yet had the deed lodged is already outside the 30-day window. The Ministry has said administrative sanctions will begin to be applied from November 2026.

Sanctions under Articles 17–18 of Permenkum 49/2025 are administrative and come in sequence:

• A written warning, delivered by SABH notification and/or email to the company’s registered contact.
• If the filing is still not made within 30 days of that warning, the company’s access to SABH is blocked.

Blocking is the sanction that hurts. While it stands the Ministry will not process any change to the company: appointment or resignation of directors and commissioners, transfers of shares, capital changes, amendments to the articles of association, change of address. In practice that stalls bank mandate changes, licence renewals that require current company data, investment approvals and tender pre-qualification.

Government fees. Under Government Regulation No. 30 of 2026 the state fee (PNBP) for the annual report notification is Rp 250,000 per filing for a company not subject to statutory audit and Rp 500,000 for one that is. Lifting a block costs a further Rp 1,000,000 or Rp 2,000,000 on the same distinction, and is granted only once the overdue report has been filed.

Fees for the notary and for any professional assistance are separate from the government charges above.

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Since 1 June 2026 every Indonesian limited liability company — local PT and foreign-owned PMA alike — must file its annual report electronically with the Ministry of Law (Kementerian Hukum) through the Legal Entity Administration System (Sistem Administrasi Badan Hukum, SABH). The obligation comes from Minister of Law Regulation No. 49 of 2025 (Permenkum 49/2025), which gives effect to the long-standing annual-report provisions of the Company Law (Law No. 40 of 2007, Articles 66–69).

The filing is a two-step process:

• Approval. The Board of Directors prepares the annual report, the Board of Commissioners reviews it, and the Annual General Meeting of Shareholders (AGMS) approves it. Under Article 91 of the Company Law the shareholders may instead approve it by a circular resolution signed by all of them, without holding a physical meeting.
• Filing. The approval is recorded in a notarial deed. Within 30 days of that deed being signed, the directors — acting through the notary, who holds the SABH access — upload two documents: the notarial deed of approval and the annual report itself.

Points that are often misunderstood:

• Holding the AGMS is not enough. The obligation is discharged only when the deed and report have been lodged in SABH.
• The notary is the channel. Companies do not file directly; the deed must be made and uploaded by an Indonesian notary.
• It applies to companies with capital divided into shares (perseroan persekutuan modal). A PT Perorangan (single-shareholder micro or small company) files a simpler financial statement under separate rules.
• It is not a replacement for existing filings. Corporate tax returns to the tax office and the Investment Activity Report (LKPM) to BKPM continue as before; this is a third, separate obligation to a third ministry.

The first report due under the new rule is the one for financial year 2025.

Okusi Associates prepares the notarial deed and lodges the filing — see Annual Report Deed & SABH Filing.

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Article 66 of the Company Law (Law No. 40 of 2007) sets the minimum contents. The annual report must include at least:

• The financial statements — balance sheet, income statement, cash-flow statement, statement of changes in equity and the notes, with comparative figures for the previous year, prepared under Indonesian financial accounting standards
• A report on the company’s activities during the year
• A report on the company’s social and environmental responsibility (tanggung jawab sosial dan lingkungan, TJSL) — mandatory for companies operating in the natural-resources sector
• Details of any problems that arose during the year and affected the company’s business
• The Board of Commissioners’ report on its supervision of the company
• The names of the members of the Board of Directors and Board of Commissioners
• The salaries and allowances of the directors and the commissioners for the year

The report is signed by all directors and all commissioners; anyone who declines to sign must state their reasons in writing, and the report says so.

Audit. Under Article 68 the financial statements must be audited by a registered public accountant before the AGMS can approve them if the company:

• Collects or manages funds from the public (banks, insurers, pension funds and the like)
• Has issued debt instruments to the public
• Is a publicly listed company
• Is a state-owned enterprise (Persero)
• Has total assets or annual turnover of at least Rp 50 billion
• Is required to by another law or regulation

For every other company an audit is optional; the AGMS approves unaudited statements. Where an audit is required, the financial statements in the annual report must be the audited version, the SABH filing records the public accountant’s name, licence number and date of licence, and the Ministry’s fee for the notification is the higher of the two bands.

In practice the financial statements are the same ones already prepared for the corporate tax return, and the activity and TJSL sections are short narrative statements — a page each is common for a small trading or services company. The directors’ and commissioners’ remuneration is the item most often left out and most often queried.

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Yes. Indonesian companies now report annually to three different ministries, and none of the filings substitutes for another:

• Tax office (Ministry of Finance). The annual corporate income tax return (SPT Tahunan PPh Badan) with the financial statements attached, due four months after year-end (30 April for a December year-end). Filed through the tax office’s own systems.
• BKPM (Ministry of Investment). The Investment Activity Report (LKPM), filed through OSS — quarterly for medium and large businesses, half-yearly for small ones. Applies to PMA companies and to any company holding investment licensing.
• Ministry of Law. The annual report approved by the AGMS, filed through SABH by a notary within 30 days of the notarial deed of approval, under Permenkum 49/2025.

They draw on the same underlying accounts, but they are different documents, go to different systems, have different deadlines and carry different sanctions. Being fully up to date with the tax office and OSS does nothing for the Ministry of Law obligation, and vice versa.

The practical sequence for a December year-end company is:

• Close the books and finalise the financial statements
• File the tax return by 30 April
• Hold the AGMS (or pass a circular resolution) approving the annual report by 30 June
• Have the notary draw the deed and lodge it with the report in SABH within 30 days
• Keep LKPM filings running to their own quarterly or half-yearly calendar throughout

Does a circular resolution count? Yes. Article 91 of the Company Law allows shareholders to take decisions outside a meeting by a resolution signed by all of them, and approval of the annual report is routinely done this way by companies with one or two shareholders. The notary records the circular resolution in the deed exactly as they would the minutes of a meeting.

Can the company file without a notary? No. SABH access for this filing sits with the notary, and the deed itself must be a notarial instrument.

Dormant or zero-activity companies are not exempt. A company with no transactions still has financial statements (nil ones), still needs an AGMS or circular resolution to approve them, and still needs the deed lodged.

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