Indonesia Tightens Corporate Procedures: Practical Implications of MOL Regulation 49/2025

✅ Key Takeaways

• 📋 Indonesia’s Ministry of Law issued new Regulation 49/2025 on December 17, 2025, tightening corporate procedures
• ⏱️ New verification process of up to 14 working days added for amendments to Articles of Association, extending processing time
• 📊 Annual report submission to MOL now mandatory; non-compliance risks system access suspension
• 🔍 New beneficial ownership documentation requirements added to enhance transparency

Introduction

This article explains an important regulatory change for companies operating in Indonesia.

On December 17, 2025, Indonesia’s Ministry of Law (hereinafter “MOL”) implemented new Regulation No. 49 of 2025 concerning the Requirements and Procedures for the Establishment, Amendment and Dissolution of Legal Entities – Limited Liability Companies (hereinafter “MOL Reg 49/2025”). This regulation revokes the previous MOL Regulation No. 21 of 2021 and imposes new procedural requirements on Limited Liability Companies operating in Indonesia.

For Japanese companies with subsidiaries or affiliates in Indonesia, this amendment is expected to have significant practical implications. In particular, the extension of processing time and new filing obligations may necessitate a review of compliance structures.

This article examines the key changes introduced by MOL Reg 49/2025 and discusses practical responses.

Overview of MOL Regulation 49/2025

MOL Reg 49/2025 was enacted as “Regulation concerning Requirements and Procedures for the Establishment, Amendment and Dissolution of Legal Entities – Limited Liability Companies.” This regulation abolishes the former MOL Regulation No. 21 of 2021 and introduces a new framework for corporate procedures.

The main changes include the following three points:

1. Introduction of a new MOL verification stage for amendments to the Company’s Articles of Association and company data
2. Mandatory submission of annual reports to MOL
3. Addition of beneficial ownership documentation requirements

Let us examine each of these changes in detail.

Change ① Introduction of Verification Process for Articles Amendment

What is the New Verification Stage?

Under MOL Reg 49/2025, applications for amendments to the Company’s Articles of Association or company data will now be subject to administrative verification by MOL.

This verification process is designed to ensure that submitted documents are consistent with the latest records in MOL’s online system. The review period is up to 14 working days.

Practical Implications

This means that an additional verification period of up to 14 working days will now be required. This may have the following practical implications:

Extension of Processing Time

In situations requiring amendments to the Articles of Association or company data modifications, completion of procedures will take a certain amount of time. Particularly for time-sensitive corporate activities such as changes of directors, share transfers, or capital changes, it will be necessary to incorporate this 14-working-day period into schedule management in advance.

Heightened Requirements for Document Accuracy

Since the purpose of verification is to “confirm consistency with MOL system records,” any discrepancies between submitted documents and system records may result in procedural delays or requests for additional documentation. Therefore, pre-filing verification is considered to be more important than ever.

Recommended Responses

For Japanese companies with Indonesian subsidiaries, the following responses may be considered:

First, for transactions that may require amendments to the Articles of Association or company data modifications (M&A, capital increases, executive changes, etc.), it is important to schedule at least 14 working days for the procedural period.

Additionally, it is advisable to regularly verify that local registration information matches the information in MOL’s online system, and to promptly correct any discrepancies.

Furthermore, strengthening collaboration with local law firms and registration agents to share information about the latest procedural practices and key points of verification may also be effective.

Change ② Mandatory Annual Report Submission

Clarification of Company Law Obligations

Under the Indonesian Company Law (as amended), the Board of Directors is required to submit the annual report to the General Meeting of Shareholders within 6 months after the end of the financial year. This report must be reviewed by the Board of Commissioners.

However, the Company Law itself did not explicitly specify the method of approving the annual report or its submission to MOL. MOL Reg 49/2025 can be seen as clarifying this point.

New Procedural Requirements

MOL Reg 49/2025 newly imposes the following requirements:

Documentation of Approval by Notarial Deed

Shareholder approval of the annual report must be documented in a notarial deed.

Submission Obligation to MOL

The annual report, together with the notarial deed, must be submitted to MOL within 30 days from the date of the notarial deed.

Sanctions for Non-Compliance

Failure to comply with this submission obligation will first result in a written warning. If the non-compliance is not remedied within 30 days after receiving the warning, access to MOL’s online system may be suspended.

Practical Significance

If access to the online system is suspended, it may become impossible to process amendments to the Articles of Association and other corporate procedures. This could pose a serious risk to business operations.

Additionally, the requirement to document annual report approval by notarial deed will entail additional costs and time. A more planned approach to shareholder meeting schedules and notary arrangements will be necessary compared to before.

Recommended Responses

Companies with Indonesian subsidiaries should consider the following responses:

Review of Annual Schedule

After the end of the fiscal year, it is important to secure the following schedule:

• Preparation of financial statements and review by the Board of Commissioners
• Convening of the General Meeting of Shareholders and approval of the annual report
• Preparation of the notarial deed
• Submission to MOL (within 30 days from the date of the notarial deed)

All of these must be completed within 6 months after the end of the fiscal year.

Internal Structure Development

It is advisable to clarify role allocation and deadline management regarding annual report preparation and submission among the finance department, legal department, and local management.

Coordination with Japanese Headquarters

If the Japanese headquarters is the sole shareholder or a major shareholder, coordination with the Japanese side will be necessary for convening the General Meeting of Shareholders and obtaining approval. It is important to organize in advance matters such as the feasibility of remote participation and preparation of powers of attorney.

Change ③ Beneficial Ownership Documentation Requirements

Newly Required Documents

MOL Reg 49/2025 requires the submission of beneficial ownership documentation for various applications to MOL.

Specifically, the following documents are required:

• Power of Attorney
• Statement Letter from the Board of Directors
• Approval as a Beneficial Owner

Call for Enhanced Transparency

The requirement to disclose beneficial ownership information is considered to be related to the international trend toward enhanced corporate governance and transparency in recent years.

Impact on Japanese Companies

If a Japanese company is the beneficial owner of an Indonesian subsidiary, it will need to prepare and submit these documents.

The following points require particular attention:

Document Preparation

Documents such as powers of attorney, statement letters, and approval letters must be prepared and signed by persons with appropriate authority. In some cases, the Japanese headquarters may need to handle these matters.

Language Support

If these documents are required to be prepared in Indonesian or English, translation and notarization arrangements may be necessary.

Information Management

Beneficial ownership information is highly confidential. When submitting such information, careful handling is required from an information management perspective.

What Japanese Companies Should Verify Immediately

In response to the implementation of MOL Reg 49/2025, Japanese companies operating in Indonesia are recommended to verify the following points:

Verification of Current Registration Information

It is important to verify that the information registered in MOL’s online system for your Indonesian subsidiary is up-to-date and accurate. If there are discrepancies in the Articles of Association, officer information, shareholder information, etc., they should be corrected at an early stage.

Development of Annual Report Submission Schedule

For the most recent fiscal year, it is necessary to verify the annual report submission deadline and develop an internal schedule. In particular, planning that takes into account the preparation of notarial deeds and the 30-day submission deadline is required.

Preparation of Beneficial Ownership Documentation

Regarding documents related to beneficial ownership (power of attorney, statement letter, approval letter), it is advisable to confirm with local law firms and others what formats are required, and to prepare them as necessary.

Strengthening Collaboration with Local Experts

The operational practices of MOL Reg 49/2025 will likely become clearer through actual implementation after enforcement. It is important to communicate regularly with local law firms and registration agents to stay informed of the latest practical developments.

Future Outlook

In recent years, Indonesia has been focusing on improving its business environment and enhancing transparency. MOL Reg 49/2025 can be positioned as part of this trend.

Compliance requirements may continue to be strengthened and procedures may become more stringent in the future. For Japanese companies, it is considered important to continuously review local legal and compliance structures in order to flexibly respond to such changes in the regulatory environment.

Summary

MOL Reg 49/2025 has changed corporate procedures in Indonesia in the following respects:

1. A verification period of up to 14 working days has been added for Articles amendments, and an extension of processing time is expected. For time-sensitive transactions, schedule management that incorporates this period is necessary.
2. Annual report submission has become mandatory, requiring documentation of approval by notarial deed and submission to MOL within 30 days. Since there is a risk of system access suspension for non-compliance, review of the annual schedule is important.
3. Beneficial ownership documentation submission has become necessary, requiring preparation of powers of attorney, statement letters, and approval letters. There may be cases where coordination with the Japanese headquarters is necessary.

Japanese companies operating in Indonesia should review their internal structures and strengthen collaboration with local experts in light of these changes. In particular, thorough deadline management and development of compliance structures will become important for future business operations.

To respond to changes in the regulatory environment, a preventive legal approach is essential. Rather than responding after problems arise, smooth business operations become possible by establishing structures in advance.