Indonesia Annual Report Requirements 2026: PT & PT PMA Guide
Every Indonesian limited liability company (PT), including a foreign investment company (PT PMA), must prepare an annual report and submit it to the Annual General Meeting of Shareholders within six months after the financial year ends. Under Permenkum No. 49 of 2025, approval of the annual report must also be documented in a notarial deed and electronically reported to the Minister of Law through SABH within 30 calendar days after the deed is signed.
Key Takeaway
What should companies know about Indonesia’s annual report requirements?
The obligation to prepare an annual report is not new. Indonesian limited liability companies have long been required to prepare and submit an annual report to the General Meeting of Shareholders under the Company Law.
However, Permenkum No. 49 of 2025 strengthens the reporting and enforcement mechanism. After the annual report is approved by the shareholders, the relevant resolution must be documented in a notarial deed and electronically reported through SABH within the applicable timeframe.
For PT and PT PMA companies, annual report compliance should therefore be treated as part of the company’s recurring corporate governance process. Failure to complete the required reporting may result in administrative consequences and potentially interfere with future corporate actions processed through SABH.
Indonesia has significantly strengthened the enforcement of corporate annual reporting. Although preparing an annual report has long been required under Law No. 40 of 2007 concerning Limited Liability Companies (the “Company Law”), Minister of Law Regulation No. 49 of 2025 (“Permenkum 49/2025”) establishes a clearer mechanism for reporting compliance to the Ministry of Law.
For directors, shareholders, and foreign investors, this means that the annual report should no longer be treated merely as an internal corporate document. Annual reporting now forms part of a company’s ongoing corporate compliance and may affect its ability to process future corporate actions through Indonesia’s Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”).
This guide explains the Indonesia annual report requirements, who must comply, what information should be included, how the Annual General Meeting of Shareholders (AGMS or RUPS Tahunan) fits into the process, and what may happen when a company fails to comply.
What Is an Annual Report in Indonesia?
An annual report (Laporan Tahunan) is a formal corporate accountability document covering a company’s activities, financial position, management, supervision, and other relevant matters during a financial year.
Under Article 66 of the Company Law, the Board of Directors must submit the annual report to the General Meeting of Shareholders (GMS or RUPS) after it has been reviewed by the Board of Commissioners.
The report must be submitted to the GMS no later than six months after the end of the company’s financial year.
Therefore, if a company’s financial year follows the calendar year and ends on 31 December, its annual reporting process should generally be completed for shareholder consideration no later than 30 June of the following year.
The annual report is different from a company’s ordinary tax returns, investment activity reports such as LKPM, and financial statements alone. Financial statements form an important part of the annual report, but they are not the entire annual report.
What Changed Under Permenkum No. 49 of 2025?
The annual report itself is not a new obligation.
The major change is the introduction of a clearer government reporting and enforcement mechanism.
Permenkum No. 49 of 2025 concerning the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies was promulgated and came into effect on 17 December 2025. It replaced the previous Minister of Law and Human Rights Regulation No. 21 of 2021.
Previously, the Company Law already required the Board of Directors to prepare and submit an annual report to the GMS. However, the practical mechanism for reporting compliance to the Ministry and the administrative consequences of non-compliance were less clearly implemented.
Article 16 of Permenkum 49/2025 now creates a more structured process.
After shareholders approve the annual report, the relevant GMS resolution must be stated in a notarial deed. The Board of Directors, through a notary, must then electronically notify the Minister through SABH.
The notification must generally be submitted within 30 calendar days from the date the notarial deed is signed.
This creates an important distinction:
Six-month deadline: relates to submitting the annual report to the GMS after the financial year ends.
30-calendar-day deadline: relates to notifying the Minister through SABH after the notarial deed recording the approval has been signed.
Companies should therefore manage these as two separate compliance deadlines.
Who Must Prepare an Annual Report in Indonesia?
The obligation generally applies to Indonesian limited liability companies established under the Company Law.
This includes:
- domestic limited liability companies (PT);
- foreign investment companies (PT PMA);
- operating companies;
- holding companies;
- startups incorporated as PTs;
- family-owned PT companies; and
- other private limited liability companies.
A common misconception is that annual reports are relevant only to listed companies, large corporations, or PT PMA.
That is not the case.
The underlying annual reporting obligation under the Company Law applies broadly to Indonesian limited liability companies. Specific additional reporting, publication, audit, or disclosure requirements may nevertheless differ depending on the company’s activities, size, regulatory status, or applicable sectoral regulations.
What Must Be Included in an Indonesian Company’s Annual Report?
An annual report is substantially broader than a profit and loss statement.
Under Article 66 of the Company Law, an annual report must contain several core components.
1. Annual Financial Statements
The annual report must contain financial statements for the relevant financial year.
These generally include:
- the year-end balance sheet compared with the previous financial year;
- profit and loss statement;
- cash flow statement;
- statement of changes in equity; and
- notes to the financial statements.
The financial statements must be prepared in accordance with the applicable financial accounting standards.
2. Report on the Company’s Activities
The company should provide an overview of its activities and performance during the relevant financial year.
This section can describe the company’s principal business activities, operational developments, significant transactions, business expansion, changes in operations, and other material developments.
A well-prepared activity report should enable shareholders to understand what the company actually did during the year rather than merely presenting financial figures without business context.
3. Social and Environmental Responsibility Report
The annual report must include information regarding the implementation of the company’s social and environmental responsibility.
Companies should therefore review whether they carried out relevant social, community, sustainability, or environmental activities during the financial year and document them appropriately.
This requirement should not automatically be interpreted as meaning that every private company is subject to the same ESG reporting framework applicable to public companies or regulated sectors. Corporate annual-report requirements and specialized ESG or sustainability-reporting obligations should be assessed separately.
4. Issues Affecting the Company’s Business Activities
The annual report must identify issues arising during the financial year that affected the company’s business activities.
Depending on the company, these may include:
- significant commercial disputes;
- litigation;
- regulatory issues;
- major operational disruptions;
- restructuring;
- material changes to business activities;
- financial difficulties; or
- external events materially affecting operations.
This section is particularly relevant because an annual report is intended to provide shareholders with a realistic picture of the company’s condition, not merely its achievements.
5. Board of Commissioners’ Supervisory Report
The annual report must contain a report concerning the supervisory duties performed by the Board of Commissioners during the previous financial year.
This may describe the Commissioners’ supervision of the Board of Directors, review of company management, assessment of significant corporate decisions, and recommendations or advice provided during the year.
6. Names of Directors and Commissioners
The annual report must identify the members of the Board of Directors and Board of Commissioners.
Companies that experienced management changes during the relevant year should carefully reconcile the annual report with their corporate documents and Ministry of Law records.
7. Directors’ and Commissioners’ Remuneration
The annual report must also address remuneration, including salaries and allowances of members of the Board of Directors and salaries or honoraria and allowances of members of the Board of Commissioners for the relevant financial year.
Accordingly, remuneration should not simply be ignored when preparing the report.
Does the Annual Report Need to Be Audited?
Not every Indonesian PT is automatically required to have its financial statements audited by a public accountant merely because it must prepare an annual report.
Article 68 of the Company Law provides specific circumstances in which the Board of Directors must submit the company’s financial statements to a public accountant for audit.
These include, among others, where the company:
- collects and/or manages public funds;
- issues debt acknowledgements to the public;
- is a public company;
- is a state-owned Persero;
- has assets and/or annual turnover of at least IDR 50 billion; or
- is otherwise required to undergo an audit under applicable laws and regulations.
Companies should therefore distinguish between the obligation to prepare an annual report and the obligation to obtain an independent audit of the financial statements.
They are related, but they are not identical obligations.
Who Prepares and Signs the Annual Report?
The Board of Directors is responsible for preparing and submitting the annual report to the GMS after review by the Board of Commissioners.
Furthermore, Article 67 of the Company Law requires the annual report to be signed by all members of the Board of Directors and Board of Commissioners who served during the relevant financial year.
The signatures are important because they represent the directors’ and commissioners’ accountability for their respective responsibilities.
If a Director or Commissioner does not sign the annual report, the relevant person must generally provide a written reason. If the person fails to sign and provides no written reason, the Company Law provides consequences regarding deemed approval of the report.
Therefore, companies should identify the relevant Directors and Commissioners early in the preparation process, particularly where there were appointments or resignations during the financial year.
Annual Report and Annual GMS: How Are They Connected?
The annual report and Annual General Meeting of Shareholders are closely connected but should not be treated as the same document.
The annual report contains the company’s financial, operational, governance, and supervisory information for the financial year.
The Annual GMS (RUPS Tahunan) is the corporate forum in which shareholders consider matters including the annual report.
In practical terms, the process generally follows this sequence:
Financial year ends → Annual report is prepared → Board of Commissioners reviews it → Directors and Commissioners sign it → Annual GMS considers the report → Shareholders approve the annual report → GMS resolution is documented in a notarial deed → Notary submits the electronic notification through SABH.
This sequence is particularly important under Permenkum 49/2025 because shareholder approval is no longer simply left in the company’s internal records.
How to Submit an Annual Report Through SABH
Companies should approach annual reporting as a coordinated corporate-secretarial process rather than waiting until the filing deadline.
Step 1: Close the Financial Year
Finalize the company’s accounting records and financial statements for the completed financial year.
The company should reconcile accounting records, corporate transactions, management changes, and other material events that need to appear in the annual report.
Step 2: Prepare the Annual Report
Prepare the annual report using the information required under the Company Law.
At this stage, the legal and corporate sections should be cross-checked against the company’s latest deed, Ministry of Law records, shareholding structure, and management composition.
Step 3: Obtain the Required Signatures
Arrange for the relevant members of the Board of Directors and Board of Commissioners to review and sign the annual report.
Do not leave signature coordination until immediately before the GMS, particularly where directors, commissioners, or shareholders reside overseas.
Step 4: Hold the Annual GMS
The Board of Directors submits the annual report to the Annual GMS for shareholder consideration.
For companies whose financial year ends on 31 December, the Annual GMS should generally take place no later than six months after the end of that financial year.
Step 5: Record the Approval in a Notarial Deed
Under Permenkum 49/2025, the GMS resolution approving the annual report must be stated in a notarial deed.
Companies should therefore coordinate with an Indonesian notary as part of the annual compliance process.
Step 6: Submit the Notification Through SABH
Following execution of the notarial deed, the Board of Directors, through the notary, electronically notifies the Minister through SABH.
The filing must include the required corporate documents, including the relevant notarial deed and annual report.
Step 7: Obtain Evidence of Submission
Following successful submission, the Ministry, through the Director General, issues an acknowledgment of receipt.
Companies should retain this together with the annual report, signed corporate documents, GMS documentation, financial statements, and related notarial records as part of their corporate compliance file.
Indonesia Annual Report Deadline
For companies using a January-to-December financial year, the annual compliance calendar can generally be understood as follows:
| Stage | General Timeline |
|---|---|
| Financial year ends | 31 December |
| Prepare financial statements and annual report | Before the Annual GMS |
| Submit annual report to Annual GMS | No later than six months after financial year-end |
| Typical Annual GMS deadline | 30 June |
| Notarial documentation | Following shareholder approval |
| SABH notification | Within 30 calendar days after the notarial deed is signed |
A company with a different financial year should calculate the six-month period based on its own financial year-end rather than automatically using 30 June.
What Happens If a Company Does Not Submit Its Annual Report?
Permenkum 49/2025 introduces meaningful administrative consequences for non-compliance.
Under Article 17, failure to fulfill the annual reporting obligation may lead to a written warning delivered through SABH and/or the company’s registered electronic contact.
If the company does not rectify the non-compliance within the specified period following the warning, its access to SABH may be suspended.
This consequence can be considerably more disruptive than the term “administrative sanction” initially suggests.
SABH is central to Indonesia’s corporate administration system. Therefore, suspended access can interfere with the company’s ability to process corporate filings.
For example, this may create obstacles when the company needs to process:
- appointment or resignation of Directors;
- appointment or resignation of Commissioners;
- shareholding changes;
- share transfers;
- capital increases or reductions;
- amendments to the Articles of Association;
- changes to company data; or
- other corporate restructuring.
Annual report compliance should therefore be viewed not only as an annual administrative exercise but also as part of maintaining the company’s readiness for future corporate actions.
Annual Report vs Financial Statements: What Is the Difference?
These documents are frequently confused.
Financial statements primarily describe the company’s financial position and performance through accounting information.
An annual report, however, incorporates the financial statements while also addressing the company’s activities, social and environmental responsibility, material issues, supervisory activities, management composition, and remuneration.
Therefore:
Financial statements are part of the annual report, but financial statements alone do not constitute the complete annual report required under the Company Law.
This distinction is particularly important for private PT and PT PMA companies that may previously have prepared accounting reports but not a complete corporate annual report.
Annual Report vs LKPM: Are They the Same?
No.
An annual report under the Company Law and Permenkum 49/2025 is different from the Investment Activity Report (Laporan Kegiatan Penanaman Modal or LKPM).
The annual report is part of corporate governance and legal entity compliance involving the company, shareholders, the notary, and the Ministry of Law.
LKPM, on the other hand, relates to investment realization and business activities under Indonesia’s investment and OSS framework.
A PT PMA may therefore have to comply with both obligations.
Submitting LKPM does not replace the company’s annual report, and submitting an annual report does not replace its applicable LKPM obligations.
Common Annual Report Compliance Mistakes
Several practical mistakes can cause unnecessary problems.
One common mistake is assuming that a company does not need an annual report because it had little or no revenue. Another is preparing only financial statements without the remaining components required for an annual report.
Companies may also hold the Annual GMS but fail to complete the subsequent notarial and SABH reporting process.
Other issues can arise when the annual report contains outdated Directors, Commissioners, shareholders, or company information that does not correspond with the company’s legal records.
Finally, companies should not automatically label their financial statements as “audited” unless they actually fall within an audit requirement or have voluntarily engaged an appropriate independent auditor.
A reliable annual compliance process should therefore involve coordination between the company’s Directors, Commissioners, shareholders, accounting team, corporate secretary or legal adviser, and notary.
Practical Annual Report Compliance Checklist
Before considering the annual reporting process complete, an Indonesian PT or PT PMA should verify that:
- The financial statements for the relevant financial year have been completed.
- The annual report contains all information required under the Company Law.
- The report accurately reflects the company’s activities and corporate structure.
- The applicable Directors and Commissioners have reviewed and signed the report.
- Any applicable statutory audit requirement has been assessed.
- The Annual GMS has considered and approved the annual report within the applicable deadline.
- The shareholder resolution has been properly documented in a notarial deed.
- The required electronic notification has been submitted through SABH within 30 calendar days after the deed.
- Evidence of the Ministry’s acknowledgment has been retained.
- The company maintains the annual report and supporting documentation in its corporate records.
For companies with a 31 December year-end, preparing these documents well before June is advisable. Waiting until the final weeks can create practical problems, especially when financial statements, overseas signatures, shareholder approval, and notarial documentation must be coordinated.
Why Annual Report Compliance Matters for PT PMA Companies
Foreign-owned Indonesian companies should pay particular attention to the new reporting mechanism.
PT PMA companies frequently undergo corporate actions such as capital changes, shareholder transfers, changes of Directors or Commissioners, amendments to business activities, or investment restructuring.
Many of these actions eventually require corporate filings through SABH.
Consequently, unresolved annual report compliance can become especially problematic when a company needs to complete an urgent transaction.
Foreign investors should therefore incorporate annual reporting into the PT PMA’s recurring corporate compliance calendar alongside other obligations such as tax reporting, investment reporting, business licensing, and employment-related compliance.
FAQ About Annual Report Requirements in Indonesia
What is required for an annual report?
An Indonesian company’s annual report must contain more than its financial statements. It generally includes annual financial statements, a report on company activities, social and environmental responsibility, material issues affecting the business, the Board of Commissioners’ supervisory report, the names of Directors and Commissioners, and information regarding their remuneration.
What are the requirements for company regulations in Indonesia?
Corporate compliance requirements depend on the company’s legal form, activities, licences, investment status, employees, and industry. For an Indonesian PT, important recurring obligations can include maintaining corporate records, conducting the Annual GMS, preparing an annual report, completing applicable Ministry of Law filings, maintaining business licences, and complying with applicable tax, investment, employment, and sector-specific regulations.
Is ESG reporting mandatory in Indonesia?
ESG and sustainability reporting requirements depend on the type of company and applicable regulatory framework. However, the Company Law requires an annual report to contain a report on the implementation of social and environmental responsibility. This should not be confused with specialized ESG or sustainability reporting requirements that may apply to public companies, financial institutions, or particular regulated businesses.
Who is required to prepare an annual report?
The Board of Directors is responsible for preparing and submitting the annual report. Under Indonesian company law, the annual report is submitted to the General Meeting of Shareholders after being reviewed by the Board of Commissioners. The requirement generally applies to Indonesian limited liability companies, including PT and PT PMA companies.
Are annual reports mandatory?
Yes. Annual reports are mandatory for Indonesian limited liability companies under the Company Law. The report must be submitted to the General Meeting of Shareholders within six months after the financial year ends. Permenkum 49/2025 also establishes the mechanism for reporting the approval through SABH.
Do all companies need an annual report?
Indonesian limited liability companies (Perseroan Terbatas or PT) are generally subject to the annual reporting requirements under the Company Law. This includes domestic PT companies and foreign investment companies (PT PMA). Additional requirements can vary depending on company size, business activities, regulatory status, and applicable sectoral regulations.
Who prepares an annual report?
The company’s Board of Directors has primary responsibility for preparing the annual report. In practice, Directors may be supported by the accounting team, corporate secretary, legal advisers, and other professionals. The Board of Commissioners reviews the report, and the annual report must be signed in accordance with the requirements of the Company Law.
Is an annual report applicable to a private company?
Yes. Indonesia’s annual report requirement is not limited to publicly listed companies. A privately held Indonesian PT, including a privately owned PT PMA, is generally required to prepare an annual report and submit it to the Annual General Meeting of Shareholders in accordance with the Company Law.
How to prepare an annual report of a company?
Start by finalizing the financial statements and collecting information about the company’s activities, material issues, social and environmental responsibility, management, supervision, and remuneration for the relevant financial year. Prepare the complete annual report, arrange the required review and signatures, submit it to the Annual GMS for approval, document the approval in the required notarial deed, and complete the electronic notification through SABH within the applicable deadline.
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