Beneficial Owner Disclosure Requirements
The Minister of Law (“MOL”) enacted Minister of Law Regulation No. 2 of 2025 on the Verification and Supervision of Corporate Beneficial Owners (“MOL Regulation 2/2025”) which came into force on 4 February 2025. Under this regulation, limited liability companies, as well as SME businesses are required to regularly update their beneficial ownership information at least once a year. Previously, such disclosure did not apply to SME businesses. This regulation represents a significant expansion of the beneficial owner regime and reflects the government’s heightened effort to prevent and combat money laundering and terrorism financing. Under MOL Regulation 2/2025, beneficial owner is defined as follows:
“individual(s) who has the power to appoint or remove the directors, commissioners, management, or supervisor of the company, and has the authority to control the company, has the right over and/or receives benefits from the company directly and indirectly, the true owner of the funds or the company’s shares and/or fulfills other criteria as stipulated in relevant laws and regulations.”
Previously, only larger entities were required to disclose beneficial owner information through a one-time registration and/or voluntary update. Under MOL Regulation 2/2025, this approach has shifted to a regime of continuous compliance, which requires companies to:
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update the beneficial owner information at least once a year, regardless of whether any changes have occurred;
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maintain complete and accurate records and documentations of the company’s beneficial owners; and
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complete questionnaires related to beneficial ownership.
In addition, companies are required to promptly update the ultimate beneficial owner information whenever any changes occur. Such information will be subject to verification by the MOL, or by the company itself, or by the notary. Notaries are required to conduct verification each time a company engages their services, meaning that the verification will occur in connection with every corporate action and/or notarization of corporate documents. The MOL will conduct its verification based on the result of the notary’s verification, the company’s self-verification, and the completed beneficial ownership questionnaires.
Failure to disclose beneficial owner information and/or provide incorrect or false information may result in the MOL imposing administrative sanctions in the form of written warnings, inclusion on a blacklist, and blocking of company’s access to the AHU online system (MOL’s electronic administrative platform). Overall, MOL Regulation 2/2025 requires companies to proactively review and update its beneficial owner’s information. At the same time, because the verification of beneficial ownership must be conducted for every amendment to a company’s articles of association and data, these requirements may extend the timeline for completing corporate actions in Indonesia and add an additional compliance item to transaction closing checklist.
MOL’s substantive review of corporate actions
On 17 December 2025, the MOL enacted Ministry of Law Regulation No. 49 of 2025 on Requirements and Guidelines on Establishment, Amendment, and Dissolution of Limited Liability Company (“MOL Regulation 49/2025”). This regulation introduces significant changes to the MOL’s administrative process in relation to companies’ establishment, amendments of articles of association (“AOA”), and amendments of companies’ data. MOL Regulation 49/2025 applies to all limited liability companies including foreign direct investment companies (PT PMA). Under this regulation, the establishment of limited liability companies as well as any amendments to their AOA and company’s data shall be submitted electronically to the MOL’s electronic system, Sistem Administrasi Badan Hukum (“SABH”). Unlike the previous framework, which treated such submissions largely as a procedural processing, SABH now functions as a central mechanism for substantive oversight of corporate governance and compliance. Several provisions introduced under MOL Regulation 49/2025 have a direct impact on the execution and timing of corporate actions, including the following:
1. Extended timelines for verification of amendments to the AOA and/or company’s data
Under the MOL Regulation 49/2025, the MOL now conducts a substantive review of any proposed amendments to the AOA and/or company data. This review may take up to 14 working days from the date the application is received through the SABH system. If the MOL identifies any discrepancies in the submitted information and/or determines that the supporting documents are incomplete, the application will be returned to the notary for correction and/or completion. In such cases, the notary is required to resubmit the corrected application within 7 calendar days from the date of the return.
In light of the above, virtually all corporate actions will now trigger MOL’s substantive review. While MOL Regulation 49/2025 formally limits the scope of the review to verifying the consistency and accuracy of information submitted in the application form against the uploaded deed of AOA’s amendment, or minutes of the General Meeting of Shareholders (“GMS”), or GMS circular resolution, and the latest data recorded in the SABH; in practice the scope of the review is subject to MOL’s discretionary judgment.
2. Requirement to obtain beneficial owner’s approval for corporate actions affecting the AOA and/or company data
In addition to the above, and in continuation of beneficial ownership disclosure obligation under MOL Regulation 2/2025, companies are now required to submit beneficial ownership documents as part of the mandatory supporting materials for any application to amend their AOA and/or company data, which consist of:
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Power of attorney from the director to the notary in relation to disclosure of beneficial owner’s information
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Statement letter from the board of directors stating the identity of the beneficial owner
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Approval letter from the beneficial owner approving the changes.
Accordingly, companies are advised to coordinate with their appointed beneficial owner(s) prior to any corporate actions to fulfill these requirements.
3. Annual GMS must be notarized and notified to the MOL
MOL Regulation 49/2025 requires companies’ annual report to be approved by its shareholders at the annual GMS within 6 months after the end of the relevant financial year. The regulation further mandates that such annual GMS be notarized and notified to the MOL through the SABH.
Previously, companies were not required to notify the MOL of their annual GMS or submit their annual reports or financial statements. As a result, in practice annual GMS resolutions approving the annual report were often not notarized and were retained solely as internal company records. Failure to comply with, or delays in, these submissions may result in the imposition of administrative sanctions in the form of written warnings and the blocking of access to the SABH. This blocking would prevent companies from carrying out various corporate actions and could materially disrupt on-going commercial activities. It remains to be seen how the MOL will implement and enforce this obligation in practice, as well as the broader regulatory purpose and implications of requiring the submission of annual reports to the MOL.
Adjustment of Standard Classification of Indonesian Business Fields (Klasifikasi Baku Lapangan Usaha Indonesia “KBLI” 2025)
To ensure that the KBLI codes are keeping up with the current dynamics and updates of Indonesia’s economic development and commercial activities, the Central Bureau of Statistics (Badan Pusat Statistik or “BPS”) issued the 2025 KBLI codes through BPS Regulation No. 7 of 2025 (“Regulation 7/2025”) which has been in force since 18 December 2025. Regulation 7/2025 repeals and replaces the KBLI codes of 2020 as stipulated in BPS Regulation No. 2 of 2020.
Furthermore, Regulation 7/2025 mandates that all commercial actors adjust their KBLI codes to the new 2025 KBLI codes no later than 18 June 2026. Overall, Regulation 7/2025 redefined and expanded the existing KBLI codes 2020, in particular business activities of 1) Intermediary digital platforms; 2) Factoryless Goods Producers (FGP); 3) Activities that utilize Artificial Intelligence (AI); 4) Carbon Capture and Storage (CCS); and 5) The trading of carbon units and crypto-assets.
It should be noted that these changes primarily take the form of reclassification/recoding of the existing KBLI codes of 2020 to align with the Fifth Revision of the International Standard Industrial Classification of All Economic Activities (ISIC). Accordingly, business actors are advised to review and adjust their existing KBLI codes to comply with KBLI codes 2025 by the 18 June 2026 deadline. Failure to do so may result in administrative complications in connection with corporate actions submitted to the MOL.
Key Takeaways
By the end of 2025, Indonesia introduced significant changes to its corporate compliance framework. While many of these changes are procedural in nature, they have the potential to delay corporate actions and disrupt business activities. The MOL now plays a more proactive role, requiring greater transparency regarding beneficial ownership and verifying the accuracy of company data, including information in the AOA. Business actors should carefully plan corporate actions, allowing additional time for coordination with their beneficial owners and compliance with new documentation requirements.
Although the practical enforcement of these changes remains to be fully observed, companies should anticipate the MOL’s unpredictable approach and discretionary power during the substantive review process. In addition, business actors are advised to stay current with compliance updates, including adjusting to the KBLI codes 2025 to avoid any delays in the processing of any corporate actions.
