Annual General Meeting in Indonesia: Deadlines and Filing
When a PT must hold its annual general meeting in Indonesia, what the annual report must contain, and the notarial deed and 30-day filing now required.
- UU No. 40 Tahun 2007 (the Company Law) — Article 1 the shareholders' meeting; Articles 66–69 the annual report, its signature, the audit and its approval; Articles 75–91 calling and holding a meeting, quorum, proxies and circular resolutions; Article 96 directors' pay; Article 100 registers and minutes
- Permenkum No. 49 Tahun 2025 on establishing, amending and dissolving a PT — signed 11 December 2025, in force 17 December 2025. Article 16 the notarial deed and the 30-day filing; Articles 17–20 the warning, the access block and unblocking; Article 27 the single-founder company
- Perpres No. 155 Tahun 2024 on the Ministry of Law — in force 5 November 2024
- POJK No. 15/POJK.04/2020 on the shareholders' meetings of listed companies — cited only to show which rules do not apply to a private PT
An annual general meeting in Indonesia — the RUPS tahunan, the yearly meeting of a company’s shareholders — must be held within six months of the end of the financial year. For a company whose year ends on 31 December, that is 30 June. It applies to every PT with shareholders, a PT being a Perseroan Terbatas, Indonesia’s limited liability company, whether it is foreign-owned or local.
Since 17 December 2025 the meeting is only half of it. The meeting’s approval of the annual report must now be put into a notarial deed and filed with the Ministry of Law within 30 calendar days.
The rules are in the Company Law, UU No. 40 of 2007, and in Permenkum No. 49 of 2025. Article numbers below refer to the Company Law unless Permenkum is named.
From year end to filing
-
The financial year ends
The six months run from here. A company with a different year end counts from its own date.
-
The annual report is reviewed and signed
The board of commissioners reviews it first (Article 66(1)). Every director and commissioner who served during the year signs it (Article 67(1)).
-
Notice goes to the shareholders
From that day the report is available at the company's office for shareholders to inspect (Articles 67(1) and 82).
-
The meeting approves the report
It also ratifies the financial statements and the commissioners' report on their supervision (Articles 69(1) and 78(2)).
-
The approval goes into a notarial deed
Permenkum 49/2025, Article 16(2).
-
The directors file it through the notary
Through SABH (Sistem Administrasi Badan Hukum), the Ministry's online company system, with two uploads only: the deed and the annual report (Permenkum 49/2025, Article 16(3)–(5)).
-
The Ministry issues a receipt
A notification receipt, issued when the filing arrives (Permenkum 49/2025, Article 16(7)).
The 30 days run from the date the deed is signed, not from the meeting. A meeting held late in June therefore pushes the filing into July.
What the annual report must contain
The contents are fixed by law. The report must include at least (Article 66(2)):
- (a) financial statements — at least the year-end balance sheet compared with the previous year, the profit and loss statement, the cash-flow statement, the statement of changes in equity, and the notes to them
- (b) a report on the company’s activities, including its results and performance
- (c) a report on how it carried out its social and environmental responsibility
- (d) the problems that arose during the year and affected the business, including disputes and litigation
- (e) a report on the supervision the board of commissioners carried out
- (f) the names of the directors and the commissioners
- (g) the salaries and allowances of the directors, and the salaries or fees and allowances of the commissioners, for the year just ended
The financial statements follow Indonesian financial accounting standards (Article 66(3)). Item (c) is required in every report, although the obligation behind it applies to businesses in or connected with natural resources (Article 74(1)).
A director or commissioner who will not sign must give the reason in writing, or is treated as having approved the report (Article 67(2)–(3)). Directors and commissioners are jointly and severally liable to anyone harmed by financial statements that prove untrue or misleading, unless they show it was not their fault (Article 69(3)–(4)).
When the accounts must be audited
Some companies must have their financial statements audited by a public accountant before the meeting — most often because assets or turnover have reached IDR 50 billion (Article 68(1)). The full test, and the timetable it imposes, is in statutory audit requirements in Indonesia.
What matters for the meeting is the consequence: where an audit is required and has not been done, the meeting cannot ratify the financial statements (Article 68(2)). Without that ratification there is nothing to put into the deed. The auditor’s report reaches the meeting in writing, through the directors (Article 68(3)).
Calling the meeting
The directors call it (Article 79(1)). Notice must go out at least 14 days before the meeting, not counting the day of notice or the day of the meeting, by registered letter, a newspaper advertisement, or both (Article 82(1)–(2)). The articles of association cannot shorten that period.
The notice gives the date, time, place and agenda, and says the papers are available at the company’s office from that day. A shareholder who asks is entitled to a free copy (Article 82(3)–(4)). A defective notice does not undo the decisions if every voting shareholder attends and the decision is unanimous (Article 82(5)).
Shareholders holding at least a tenth of the voting shares can require a meeting, by registered letter giving their reasons. The directors then have 15 days to call it, and after them the commissioners another 15 (Article 79(2)–(7)). If neither board acts, the district court can allow the shareholders to call it themselves (Article 80(1)).
Holding it when shareholders are abroad
| In person | By video | Circular resolution | |
|---|---|---|---|
| Where | In Indonesia, at the registered city or the main place of business (Article 76(1) and (3)) | Anywhere, provided every participant can see and hear the others and take part (Article 77(1)) | No meeting is held (Article 91) |
| Minutes signed by | The chair and at least one shareholder chosen by the meeting, unless a notary takes the minutes (Article 90) | Every participant, who must also approve them (Article 77(4)) | Every voting shareholder signs the proposal itself (Article 91) |
| Legal effect | A decision of the meeting | A decision of the meeting | The same legal force as a decision of the meeting (Article 91 and its elucidation) |
A circular resolution has the same legal force as a meeting’s decision. Whether a notary will accept one as the basis for the notarial deed the annual-report filing now needs is a question of practice, which the regulation does not answer.
A shareholder abroad can also attend by proxy. A director, commissioner or employee of the company cannot be that proxy (Article 85(4)), so a foreign shareholder cannot simply hand its vote to the local director.
Quorum, and a second or third call
| First meeting | Second meeting | Third meeting | |
|---|---|---|---|
| Quorum | More than half of the voting shares (Article 86(1)) | At least a third (Article 86(4)) | Set by the district court, on the company's application (Article 86(5)) |
| Notice | At least 14 days (Article 82(1)) | At least 7 days (Article 86(8)) | At least 7 days (Article 86(8)) |
| Held | On the date given | 10 to 21 days after the first (Article 86(9)) | Likewise, after the second |
Exactly half is not enough on the first call. The articles of association may set a higher quorum, never a lower one. Decisions are taken by consensus, and failing that by more than half of the votes cast (Article 87). If the same meeting also amends the articles of association, it needs two-thirds of the voting shares present and two-thirds of the votes cast (Article 88(1)).
If the approval is not filed
No fine — but a block on every later filing
A company that files late, or not at all, may be sanctioned (Permenkum 49/2025, Article 17). The Ministry sends a written warning through SABH, by email, or both. If the company has still not filed 30 days after that notification, its access to SABH is closed (Article 18). Access reopens once the deed and the annual report are filed with a request to lift the block (Articles 19 and 20). While it is closed, no change to the company can be filed.
Questions people ask
Does a single-founder PT make this filing?
Do the 21-day notice and the notice to the Financial Services Authority (OJK) apply to a private PT?
Can the meeting decide 'any other business'?
Is there a fine for not holding the annual general meeting?
Who decides the directors' pay?
What this means for you
Plan for two dates, not one: the meeting by 30 June, and the filing within 30 days of the deed that follows it. Before notice goes out, settle whether the accounts must be audited, and how the shareholders will take part — in person in Indonesia, by video, or by circular resolution if your notary will build the deed on one.
The date is on the Indonesia compliance calendar, and the filings that come round alongside it are in the compliance checklist for businesses. Preparing the papers, the minutes and the notary’s filing is corporate secretarial work.