Regulatory update – Indonesia

MOL 49 replaces MOL Regulation No. 21 of 2021 and applies through the Legal Entity Administration System (SABH) administered by Ditjen AHU.

Key points:

• Beneficial owner documentation is required for filings of AOA amendments and company data changes.
• Substantive verification workflow applies to transfers of shares, changes in Board of Directors and Board of commissioners composition, and changes to a shareholder’s name, requiring electronic shareholder approval and review by Ditjen AHU (up to 14 business days). Discrepancies must be rectified by the handling notary within 7 calendar days.
• Annual report filing: Board of Directors submits annual report and financial statements to General Meeting of Shareholders for approval within six months of year-end. Approval must be recorded in a notarial deed and filed via SABH within 30 days. Delays may result in blocking SABH access.
• Retention of documents in notary protocols, including financial statements for the preceding three years for M&A transactions.

Implications:

Implementation of MOL 49 formalizes Post-General Meeting of Shareholders reporting and verification processes and introduces additional execution risk and timing considerations. Alignment with notarial and SABH processes is essential.