Annual General Meeting of PT Wajib Reported to SABH, Here's the Risk If It's Late!

JAKARTA - If you own or manage a Limited Liability Company (PT) with a fiscal year ending December 31, 2025, there is one important obligation that must not be missed: holding an Annual General Meeting of Shareholders (AGMS) and reporting the results to the Ministry of Law, no later than June 30, 2026.

If ignored, companies can be subject to administrative sanctions ranging from a written reprimand to blocking access to the legal entity's administrative system, which directly affects the smooth running of business operations.

This blocking means that companies cannot officially make any data changes in the government system.

This fundamental change in corporate governance in Indonesia needs to be understood by every owner or manager of PT, both PT Umum and PT Perorangan.

Where did the SABH rule come from?

This obligation is born from the Minister of Law Regulation Number 49 of 2025 concerning the Conditions and Procedures for the Establishment, Change, and Dissolution of Limited Liability Company Legal Entities (Permenkum 49/2025), which officially came into force on December 17, 2025. This rule replaces the Minister of Law and Human Rights Regulation Number 21 of 2021 which previously served as a reference.

Previously, the approval of the annual report at the GMS was only seen as an internal matter of the company, namely between the board of directors and shareholders. Reporting to regulators is only required for certain sectors such as financial services.

Through Decree 49/2025, the government expanded the scope of the obligation by requiring the submission of documents officially to the state.

Now, the approval of the AGM on the annual report must be officially reported to the state and recorded in the Corporate Administration System (SABH).

As stated in Article 16 of Decree 49/2025, the approval of the GMS, which previously only had an impact on relations between corporate organs, now has public legal consequences because it is part of data that must be recorded in the state administration system.

Deadline for Reporting the Annual GMS

Based on Article 4 paragraph (1) of Decree of the Minister of Law and Human Rights No. 49/2025, the Board of Directors is obliged to submit an annual report to the GMS no later than six months after the end of the financial year.

For companies with a fiscal year from January 1 to December 31, 2025, the Annual General Meeting of Shareholders must be held no later than June 30, 2026.

However, the obligation does not stop there. After the GMS is held and the annual report is approved by shareholders, the decision must be put in writing in a notary deed.

Then, based on Article 6 paragraph (1), the submission of approval of the annual report to the Minister of Law through the SABH is carried out no later than 30 days from the date of the notary deed is signed.

So there are two deadlines to note:

The Annual General Meeting of Shareholders must be held no later than June 30, 2026 Reporting to the SABH must be made no later than 30 days after the notary deed of the AGM is signed

This means that if the new AGM is held at the end of June, the reporting to the SABH must still be completed within 30 days thereafter and cannot be delayed any longer.

Who is Required to Report the AGM to SABH?

This obligation applies to all companies in the form of Limited Liability Company, namely:

PT Umum (Limited Company, usually, with a minimum of two shareholders) PT Perorangan (Limited Company established and owned by one person)

This wide coverage means that the rules of the GMS and annual reporting are not only aimed at large companies.

Small and medium-sized entrepreneurs who establish businesses in the form of PT Perorangan are also subject to the same rules without exception.

Table of Contents Annual Report

Many entrepreneurs mistakenly think that the annual report for the GMS only contains financial statements. In fact, the content is much more complete than that. Based on Article 66 of the Limited Liability Company Law and Decree of the Minister of Law and Human Rights 49/2025, the annual report submitted to the GMS must contain at least:

The company's financial statements, consisting of the year-end balance sheet, profit and loss statement, cash flow statement, equity change statement, and notes to the financial statements. The company's business activities during the relevant fiscal year. Report on the implementation of social and environmental responsibility (CSR / TJSL). Details of problems arising during the fiscal year and how to resolve them. Report on the implementation of the supervision of the Board of Commissioners during the past fiscal year. Information regarding the members of the Board of Directors and the Board of Commissioners, including names, positions, brief histories, and ownership of shares if any. Salaries, honoraria, and allowances for members of the Board of Directors and the Board of Commissioners for the past fiscal year.

For companies that collect public funds, have the status of a public company, are in the form of a company, or have assets or business turnover of at least IDR 50 billion, the financial statements submitted to the GMS must also have been audited by a public accountant.

This annual report must be signed by all members of the Board of Directors and Board of Commissioners who served in the fiscal year.

If there is someone who cannot sign, a written reason must be included and attached in accordance with the provisions of Article 67 paragraph (2) of the Limited Liability Company Law.

Complete Procedures for Annual General Meeting of Shareholders Report

The process of fulfilling this obligation runs in several stages that must be carried out in sequence and cannot be skipped.

Preparation of Annual Report

The Board of Directors prepares an annual report containing all required components. This report is then reviewed by the Board of Commissioners before being brought to the AGM forum.

The review by the commissioner is important because it is part of the accountability of the company's supervisory organ.

The holding of the Annual General Meeting of Shareholders

The Board of Directors summons all shareholders in accordance with the time and procedures stipulated in the Limited Liability Company Law and the company's articles of association. The summons must contain information regarding the time, place, and agenda of the meeting.

The annual report to be discussed must also be available at the company's office since the date of sending the RUPS summons.

Making a Notary Deed

After the GMS produces approval of the annual report, the decision must be written in a notary deed. This is one of the most significant changes brought by Decree 49/2025.

Based on Article 5 paragraph (1), approval of the annual report must be stated in a notary deed which then becomes the basis for reporting to the Minister of Law.

Reporting to SABH

After the notary deed is signed, the directors through the notary must submit their approval of the annual report to the Minister of Law through SABH electronically, no later than 30 days from the date of the deed.

The documents uploaded include a notary deed of approval of the annual report and the annual report document itself.

After all documents are received and verified, the Minister through the Directorate General of General Legal Administration (AHU) will issue a receipt notification letter as proof that the reporting obligation has been fulfilled.

What happens if it is not reported?

Permenkum 49/2025 prepares a mechanism for sanctions that are gradual but serious. Based on Article 17 and Article 18 of this regulation:

Written reprimand

Companies that do not meet reporting obligations or exceed the deadline will receive a written reprimand through a SABH notification and/or email. This is an initial warning before more severe sanctions are imposed.

Blocking SAB Access

If within 30 days of the written warning being sent, the company still has not fulfilled its obligations, the Minister of Law can impose blocking access to SABH.

Blocking access to SABH is not just an administrative problem. This has very real consequences for business operations.

Through SABH, the company takes care of various legal entity administration services managed by the Directorate General of AHU, such as changes to the articles of association, changes in shareholder data, changes in directors and commissioners, capital increases, to various other corporate actions. When access is blocked, all of these affairs cannot be done.

Imagine if there are plans to increase capital, change managers, or change business areas that must be processed immediately, but access to SABH has been blocked because the annual report has not been submitted.

The company will be stuck in a condition that corporate law experts call "operationally frozen" from the state's administrative side.

Preparation for Annual General Meeting of Shareholders

Ahead of the deadline of 30 June 2026, there are several steps that need to be taken immediately:

Immediately Internal Coordination

The Board of Directors needs to immediately coordinate with all members of the Board of Commissioners to ensure that the review process for the annual report can be completed on time.

If there are members who are unable to sign, a written reason must be prepared and attached.

Contact the Notary as Soon as Possible

Notary schedules, especially ahead of the simultaneous deadline for many companies, can be very busy. Immediately schedule the notary deed process so that it is not too late.

Ensure Shareholders Can Attend

The GMS requires a quorum of shareholders in accordance with the articles of association.

Coordination of schedules with all shareholders needs to be done far in advance to ensure that meetings can be held and legally valid.

Prepare Financial Statements Early

Financial statements are a core component of the annual report. If a company is required to use audited financial statements, the audit process needs to be completed first before the GMS is held.

Use Professional Services

To ensure that all processes run in accordance with legal provisions, companies can involve professionals such as VALEED so that documentation of the annual GMS results can be done faster, more neatly, and with minimal administrative risks.

Conclusion

The obligation to hold an Annual General Meeting of Shareholders and report the results to the Ministry of Law through SABH before June 30, 2026 is something that cannot be taken lightly.

Compliant companies not only avoid sanctions and blocking access, but also benefit from higher trust from investors, business partners, and financial institutions.

If your company has not started this process, now is the right time to move quickly. Coordinate with the board of directors, commissioners, shareholders, and notary to complete all stages before the deadline ends.

To ensure that the process runs according to the provisions and is properly documented, companies can also involve professional services such as VALEED so that each stage of reporting RUPST can be carried out more efficiently.

Reference Ministry of Law Regulation Number 49 of 2025 concerning the Conditions and Procedures for the Establishment, Change, and Dissolution of Limited Liability Company Law Entities (Permenkum 49/2025), effective as of December 17, 2025. Law Number 40 of 2007 concerning Limited Liability Companies as amended by Law Number 6 of 2023 (Job Creation), especially Articles 66 and 67. IKPI (Indonesian Tax Consultant Association). (2026, June 10). PT Wajib Lapor Hasil RUPS Sebelum 30 Juni, Jika Tidak Siap-Siap Kena Blokir. https://ikpi.or.id/en/pt-wajib-lapor-hasil-rups-sebelum-30-juni-jika-tidak-siap-siap-kena-blokir/RIGGS: Journal of Artificial Intelligence and Digital Business. (2025). The Impact of the Implementation of Good Corporate Governance on the Financial Performance of Banking Companies Listed on the BEI 2020–2023. https://journal.ilmudata.co.id/index.php/RIGGS/article/view/6362Scholarhub Universitas Indonesia. Tata Kelola Perusahaan Tercatat di Indonesia. https://scholarhub.ui.ac.id/cgi/viewcontent.cgi?article=1178&context=jvi

Tag: rupst ekonomi