Indonesia updates procedures for formation, amendment, and dissolution of limited liability companies

21 January 2026

On 11 December 2025, Indonesia’s Minister of Law issued Regulation No. 49 of 2025 on Requirements and Procedures for the Formation, Amendment, and Dissolution of a Legal Entity in the Form of a Limited Liability Company (“Regulation 49”). Regulation 49 came into effect on 17 December 2025, revoking and replacing Regulation No. 21 of 2021 on the same subject (“Regulation 21”).

Regulation 49 sets out the updated requirements and procedures for the formation, amendment, and dissolution of Indonesian limited liability companies (“LLCs”).  An LLC is defined in Regulation 49 as either a capital partnership legal entity, formed under an agreement and conducting business with an authorised capital wholly divided into shares, or an individual legal entity, fulfilling the criteria of a micro and small enterprise.

One of the key changes introduced by Regulation 49 is the obligation placed on an LLC’s board of directors to submit the general meeting of shareholders’ approval of the annual report to the Minister of Law (“Minister”). The board must submit the annual report to the general meeting of shareholders no later than six months after the end of the company's financial year and must formalise the minutes of the meeting in the form of a notarial deed. Through a notary, the board of directors must then submit the notarial deed to the Minister within 30 days from the date the notarial deed is signed. An LLC that fails to submit the report, or submits it after the prescribed deadline, may face administrative sanctions, including a written warning and blocked access to the Legal Entity Administration System (Sistem Administrasi Badan Hukum “SABH”).

Applicants

To form, amend, or dissolve an LLC, an applicant must apply to the Minister through the Director General of General Legal Administration (“Director General”), the unit within the Ministry of Law responsible for administering corporate legal entities and maintaining the national legal entity registry via SABH. The applicant must be either a co-founder or a member of the board of directors of an LLC with legal entity status, a liquidator of a dissolved LLC, or a receiver of a bankrupt LLC who has authorised a notary to act on their behalf.

Formation

To form an LLC, an applicant must, through a notary, submit an application via SABH by completing the prescribed electronic formation form. Where SABH is unavailable or not functioning, the notary may submit the application and supporting documents in a non-electronic form as determined by the Director General. The supporting documents comprise a range of materials, such as ultimate beneficial ownership documentation, a new requirement introduced by Regulation 49.

The Minister will issue a decision validating the establishment of the LLC through SABH. The notary may thereafter independently access and print the decision from the system.

Amendments

Amendments to an LLC include changes to its articles of association and corporate data. An application for such amendments must be submitted through a notary via SABH by completing the prescribed electronic amendment form and submitting required supporting documents. The form can be submitted in a non-electronic form as determined by the Director General if SABH is unavailable or not functioning.

Changes to the articles of association and/or changes to the corporate data must be approved at a general meeting of shareholders or adopted by a binding shareholders’ resolution passed outside a general meeting of shareholders, as applicable.

Amendments to the articles of association include changes relating to:

  • the name of the LLC;
  • its domicile;
  • its aims, objectives, and business activities;
  • the duration of the LLC;
  • the amount of its authorised capital;
  • a reduction of its issued and paid-up capital; and
  • the conversion of a private LLC into a public LLC, or vice versa.

Changes to corporate data include:

  • changes in the composition of shareholders resulting from share transfers and/or changes in the number of shares held;
  • changes to the composition of, or reappointments within, the board of directors and/or the board of commissioners;
  • mergers, acquisitions, and demergers that do not involve amendment to the articles of association;
  • the dissolution of an LLC;
  • the termination of the LLC’s legal entity status;
  • changes in the names of shareholders due to a legal name change; and
  • changes to the full address of the LLC.

Regulation 49 amends the process at this stage by requiring the upload to SABH of not only the deed of amendment but also the supporting documents in addition to the application.

Amendments to the articles of association require the Minister’s approval, whereas the Minister need only be notified of changes to corporate data.

Regulation 49 introduces a mandatory Minister review of the application, stipulating that the Minister will review applications to amend articles of association and notifications of changes to corporate data within 14 working days of receipt. Where the relevant requirements are complete and complied with, the Minister will electronically issue either a decision (in the case of amendments requiring approval) or an acknowledgment of notification (in the case of changes requiring notification) to the notary through SABH, following which the notary may independently access and print the decision or acknowledgment.

Transitional policies

Applications for the formation, amendment, and dissolution of an LLC that were submitted before 17 December 2025 and are still under review will continue to be processed in accordance with Regulation 21.