The Annual Shareholders' Meeting (RUPS) and the Ministry of Law Report: What Every Indonesian Company Now Has to Do

Updated 13 October 2026 · Okusi Associates · All guides

Since 1 June 2026 every Indonesian limited liability company must lodge its annual report, approved by the annual general meeting of shareholders (Rapat Umum Pemegang Saham, RUPS), with the Ministry of Law through the company registry (SABH), and the Ministry has said it will begin sanctioning non-filers from November 2026. The meeting itself is nothing new. The Company Law has required one within six months of every financial year-end since 2007, with the directors’ annual report as its business. For most small foreign-owned companies it was a formality honoured on paper or not at all, because nobody outside the company could tell. Permenkum 49/2025 changed that by requiring the meeting’s approval to be recorded in a notarial deed and filed within 30 days. The meeting that was never held has become a filing that is visibly missing.

What the annual meeting is for

The Company Law (UU 40/2007) gives the annual RUPS a fixed agenda. The directors present the annual report, which the Board of Commissioners has reviewed, and the meeting approves it (Art 69). The meeting decides what happens to the year’s net profit: the law requires a portion to be set aside each year until the reserve reaches 20% of issued capital (Art 70), and unless the meeting decides otherwise the balance is distributed as dividend (Art 71), which may only be paid out of positive retained earnings. The meeting also deals with whatever else falls due that year, typically the appointment or reappointment of directors and commissioners whose terms are ending.

One consequence of approval deserves more attention than it usually gets. Most articles of association provide that approval of the annual report discharges the directors and commissioners from liability for the year, so far as their actions are reflected in the report. The law adds the limit (Art 69(3)): where the financial statements turn out to be untrue or misleading, directors and commissioners are jointly liable to anyone harmed, approval or no approval. A director who signs a report compiled by someone else is signing for its accuracy.

Holding it validly

The directors convene the meeting (Art 79); shareholders holding a tenth of the voting shares may require them to. Notice goes out by registered letter at least 14 days before the date, not counting the day of notice or the day of the meeting (Art 82), and the meeting is held at the company’s domicile or place of business in Indonesia (Art 76), though a meeting at which every share is present or represented may be held anywhere in the country and may waive the notice period. A shareholder may attend by written proxy, but not by appointing a director, commissioner or employee of the company (Art 85). The meeting is quorate when more than half the voting shares are present; a second meeting, if the first fails, needs a third; a third is convened by leave of the District Court (Art 86). Decisions are by consensus and, failing that, by simple majority of votes cast (Art 87). Minutes are signed by the chair and at least one shareholder, unless a notary records them (Art 90). A meeting may be held by teleconference or video provided every participant can see and hear the others, and the minutes are then approved and signed by all who took part (Art 77).

For the foreign-owned company with one, two or three shareholders, most of whom live abroad, nearly all of this is replaced by a single provision. Art 91 allows the shareholders to take any decision the meeting could take by a written resolution signed by all of them, without meeting. A circular resolution approving the annual report, signed by every shareholder, is the normal and lawful way a small PMA company discharges the obligation, and the Ministry accepts it: the notary records the resolution in the deed exactly as minutes would be recorded. Where a shareholder is a foreign company, the person signing must be shown to have authority to do so, which is a corporate document from the home jurisdiction and, since Indonesia’s accession to the Apostille Convention took effect on 4 June 2022, one that can be apostilled rather than legalised through a consulate. Notaries vary in what they will accept for signatures executed abroad on the resolution itself; some take a scanned signature, some want a wet-ink original, a few want the foreign signature notarised and apostilled. The notary’s requirements are a question to settle before the shareholders sign.

The report that is approved

The report’s minimum contents are set by Art 66 and repeated in the regulation: the financial statements with prior-year comparatives, prepared under Indonesian accounting standards; a report on the company’s activities; a social and environmental responsibility report, which is mandatory only for companies in the natural-resources sector and is a paragraph for everyone else; any problems that arose during the year; the commissioners’ report on their supervision; the names of the directors and commissioners; and their remuneration. All directors and all commissioners sign it. Financial statements must be audited by a registered public accountant before approval where the company takes public funds, has issued public debt, is listed, is state-owned, or has assets or turnover of Rp 50 billion or more (Art 68); the rest approve unaudited statements. The contents FAQ lists the items in full.

In practice the financial statements are the ones already attached to the corporate tax return filed by 30 April, and the narrative sections run to a page or two for a trading or services company. The item most often omitted is the remuneration of directors and commissioners, and it is also the item most often queried.

The deed and the filing

Permenkum 49/2025, issued on 11 December 2025, is the Ministry of Law’s general regulation on establishing, amending and dissolving companies, replacing the 2021 regulation. Its Art 16 is what changed the annual meeting from private to public. The approval must be set out in a notarial deed, which takes one of two forms: a deed of minutes (berita acara) where the notary attends the meeting, or a deed of resolution (pernyataan keputusan rapat) drawn from signed minutes or a signed circular resolution, with the notary not present. Within 30 days of the deed being signed, the directors, acting through the notary who holds the SABH access, upload the deed and the annual report. The Ministry charges Rp 250,000 for the notification, or Rp 500,000 where the company is subject to statutory audit, under PP 30/2026. The notary’s fee is separate.

Three details follow from the way the clock is written. The 30 days run from the deed, not the meeting, so a meeting held on time and a deed drawn two months later is not itself late; the exposure is in the delay before the deed. Holding the meeting discharges nothing by itself; only the SABH lodgement does. And the company cannot lodge the filing directly, because the deed must be notarial and the SABH channel for this filing belongs to the notary.

The calendar for a December year-end

Date	Obligation	To whom
31 December	Financial year closes
30 April	Corporate income tax return with financial statements	Tax office
by 30 June	Annual RUPS or circular resolution approves the annual report	Shareholders
deed date	Notarial deed of approval signed	Notary
deed + 30 days	Deed and annual report lodged in SABH	Ministry of Law
15 April, 15 July, 15 October, 15 January	Quarterly LKPM investment report (half-yearly for small businesses)	BKPM, via OSS

The three ministries do not share the filing. A company fully current with the tax office and OSS owes the Ministry of Law exactly what it owed before, and a company whose SABH filing is in order still owes its LKPM. The three-filings FAQ sets the obligations side by side.

Where companies stand in late 2026

The first report caught by the regulation is the one for financial year 2025. Its approval was due by 30 June 2026, and any company that has not yet had the deed lodged is outside the 30-day window whether or not it held the meeting. The Ministry has said administrative sanctions apply from November 2026, and the regulation (Art 17 and 18) sets the sequence: a written warning by SABH notification or email to the company’s registered contact; then, if the filing is still not made within 30 days of the warning, a block on the company’s SABH access. A block is not a fine, and a blocked company continues to exist. What it cannot do, for as long as the block stands, is change anything the Ministry records: directors, commissioners, shareholders, capital, articles, address. A bank mandate that needs a new director, a share sale, a licence renewal that checks current company data, an investment approval, a tender pre-qualification, all wait. Lifting the block costs Rp 1,000,000, or Rp 2,000,000 for an audited company, and is granted only once the overdue report has been filed.

A company that has never held an annual meeting at all, which describes a great many small PMA companies, is not in a worse position than one that held it and failed to file. The remedy is the same: approve the 2025 report by circular resolution now, have the deed drawn, lodge it. The regulation’s sanction is aimed at the missing filing rather than at the history, and as the sequence is written a late filing made within the warning period ends the matter there. How the Ministry applies it in practice will only be known once the first warnings go out. Dormant companies are not excused. A company with no transactions has nil financial statements, and nil statements still need approving and lodging.

Where Okusi fits

Okusi Associates has handled Indonesian company compliance since 1997, from Jakarta, Bali and Batam, and most of its clients are exactly the companies this regulation was written for: a foreign-owned PT with a handful of shareholders abroad, a resident director, and books kept for the tax return. The Annual Report Deed & SABH Filing service, at US$ 645, takes the year’s financial statements and the shareholders’ resolution, checks the report against the regulation’s list, prepares and executes the notarial deed, lodges it in SABH and confirms acceptance; the Ministry’s fee is included. Where Okusi already keeps the books under Accountancy & Tax Reporting - Non-VAT Company, the statements and the draft report are prepared as part of the year-end. Companies that would rather hand over the whole calendar, this filing, the LKPM and the rest, place it with the Company Secretary - Corporate Secretary company-secretary service at US$ 1,535 per year. Companies at or near the Rp 50 billion audit threshold should involve the Financial Statement Audit team well before the meeting, because once the threshold is crossed unaudited statements cannot be approved at all.