An Indonesian company must hold its annual General Meeting of Shareholders (GMS) within six months after the end of its financial year. A company with a December 31 year-end must hold the meeting by June 30.
If the deadline is missed, the company should hold the AGM late using the actual meeting date and complete the annual report process for that financial year.
Holding the AGM After the Deadline
The usual rules on shareholder notice, quorum, voting, and meeting records still apply to a late AGM, together with any additional requirements in the company’s articles of association.
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The minutes and other meeting documents should show when the AGM took place. Holding the meeting late does not change the original six-month deadline.
The Company Law sets the six-month requirement but does not provide a specific fine simply because the annual GMS takes place after that date. Separate reporting requirements now apply to the annual report approval under Minister of Law Regulation No. 49 of 2025.
Completing the Annual Report Approval and SABH Reporting
The annual report for the relevant financial year must still be submitted to shareholders through the annual GMS. The Board of Directors prepares and submits the annual report after it has been reviewed by the Board of Commissioners.
Under Minister of Law Regulation No. 49 of 2025, shareholder approval of the annual report must be recorded in a notarial deed. The deed and annual report must then be submitted electronically to the Ministry of Law through the Legal Entity Administration System (SABH).
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The Board of Directors submits a notary within 30 calendar days after the notarial deed is signed.
Failure to complete the required SABH reporting can lead to a written warning. If the company still does not submit, its access to SABH can be blocked. This prevents the company from processing corporate changes through the system until the issue is resolved.
What If More Than One AGM Has Been Missed?
Each missed financial year needs to be identified separately. Approval of a later annual report does not replace the annual report process that was missed for an earlier year.
For example, if a PT PMA failed to complete its annual GMS for both 2024 and 2025, it needs to identify which annual reports and shareholder approvals remain incomplete for each year.
Where the company’s directors, commissioners, or shareholders changed during this period, the company should check its historical corporate records before preparing the late AGM documentation.
The missing approvals can then be completed, followed by the required notarial and SABH reporting for the years that were missed.
How a PT PMA Can Correct a Missed AGM Deadline
A PT PMA has a financial year ending on December 31, 2025. Its annual GMS was required to take place by June 30, 2026, but the company discovers in September that the meeting was not held.
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The company holds the 2025 annual GMS in September using the actual meeting date and submits the 2025 annual report to the shareholders. Once the approval is recorded in a notarial deed, the required documents are submitted through SABH within 30 calendar days after the deed is signed.
Correcting a Missed AGM with MAP Resources Indonesia
MAP Resources Indonesia can assist foreign-owned companies with completing an overdue annual GMS and the related corporate reporting. Contact us at info@mapresourcesindonesia.com for assistance with a missed annual GMS.
