RUPST Indonesia 2026 Annual Report and AHU Filing Guide

An Indonesian limited liability company must generally hold its annual general meeting of shareholders, or RUPST, no later than six months after the end of its financial year.

The annual meeting requirement is not new. It has long been established under Indonesia’s Company Law.

However, Ministry of Law Regulation No. 49 of 2025 introduced an important additional compliance process: the approved annual report must be recorded in a notarial deed and submitted electronically to the Ministry through the Legal Entity Administration System, or SABH.

The submission must be completed through a notary no later than 30 calendar days after the approval deed is signed.

Failure to comply can result in a written warning and the company’s access to SABH being blocked. This can affect later corporate changes, including share transfers, changes of directors and amendments to the company’s articles.

Read More: KBLI 2025 Real Estate Guide for Indonesian Property Companies

What is RUPST in Indonesia?

RUPST stands for Rapat Umum Pemegang Saham Tahunan, or annual general meeting of shareholders.

Indonesia’s Company Law distinguishes between:

The annual RUPS, known as RUPST.
Other shareholder meetings held when necessary.

The RUPST is the meeting at which shareholders receive and consider the company’s annual report.

The annual report normally includes:

Financial statements.
A report on the company’s activities.
The directors’ management report.
The commissioners’ supervisory report.
Material matters affecting the company.
Corporate social and environmental responsibility reporting.
Information about directors and commissioners.
Remuneration and benefits information.

The annual meeting allows shareholders to review the company’s performance, ratify its financial statements and approve the commissioners’ supervisory report.

Is RUPST mandatory for every Indonesian PT?

An annual RUPS is generally mandatory for an ordinary Indonesian limited liability company, including a conventional domestic PT and PT PMA.

Article 78 of Law No. 40 of 2007 on Limited Liability Companies states that the annual RUPS must be held no later than six months after the end of the company’s financial year. Law No. 40 of 2007 on Limited Liability Companies

This article concerns an ordinary capital-company PT, described in Ministry of Law Regulation No. 49 of 2025 as a Perseroan persekutuan modal.

A PT perorangan, or qualifying single-person company for a micro or small enterprise, follows a different reporting process under Articles 27 and 28 of the regulation.

A conventional PT PMA should not treat the simplified PT perorangan procedure as applicable to its annual compliance.

What is the RUPST deadline?

The annual RUPS must be held within six months after the company’s financial year ends.

For companies using a calendar financial year:

Financial year ends: 31 December.
Six-month RUPST deadline: 30 June of the following year.

For example, if the company’s financial year ended on 31 December 2025, its annual RUPS should have been held no later than 30 June 2026.

A company with a different financial year end should calculate the deadline from the date stated in its articles and financial records.

The six-month deadline applies to the meeting and presentation of the annual report. A separate 30-calendar-day period applies to submission following the notarial approval deed.

Who is responsible for preparing the annual report?

The board of directors is responsible for preparing the company’s annual report.

Under Article 66 of the Company Law, the directors submit the annual report to the RUPS after the board of commissioners has reviewed it.

The process therefore normally involves:

The directors closing the company’s accounting records.
Preparation of the financial statements and other annual-report sections.
Review by the board of commissioners.
Signing by the directors and commissioners.
Submission to the shareholders.
Approval at the annual RUPS.
Recording the approval in a notarial deed.
Electronic submission through SABH.

Preparing the annual report should begin well before the six-month meeting deadline, especially if an external audit is required.

What must be included in the annual report?

Article 16 of Ministry of Law Regulation No. 49 of 2025 establishes minimum annual-report contents.

The report must include the following.

Financial statements

The financial statements should include at least:

A comparative year-end balance sheet.
Profit and loss statement.
Cash flow statement.
Statement of changes in equity.
Notes to the financial statements.

The financial statements should be prepared according to the applicable Indonesian financial accounting standards.

Company activities report

The report should describe the company’s activities during the relevant financial year.

For a property company, this may include:

Properties acquired or disposed of.
Development projects.
Rental activities.
Occupancy or operating performance.
Material construction work.
Management contracts.
New business locations.
Changes to licences or business activities.

The description should be consistent with the company’s registered KBLI and OSS activities.

Social and environmental responsibility report

The annual report must include information about the company’s implementation of social and environmental responsibility.

The required detail may depend on the company’s activities, industry, environmental impact and other applicable regulations.

Material matters affecting the company

The annual report should identify problems or events arising during the financial year that affected the company’s business.

Examples may include:

Material disputes.
Regulatory warnings.
Suspension of a licence.
Significant tax assessments.
Damage to a major asset.
A substantial project delay.
Loan default.
Loss of an important contract.
Changes affecting the company’s ability to operate.

Material problems should not be omitted merely because they are commercially inconvenient.

Commissioners’ supervisory report

The board of commissioners must report on the supervision it performed during the year.

This can include oversight of:

Financial performance.
Directors’ management.
Compliance.
Risk management.
Business plans.
Material corporate decisions.

Directors and commissioners

The annual report should identify the directors and commissioners serving the company.

Article 67 of the Company Law also requires the annual report to be signed by all directors and commissioners who served during the relevant financial year.

If a director or commissioner does not sign, that person should provide a written reason. If no written reason is provided, the law treats the person as having approved the annual report.

Remuneration and benefits

The report must contain salary and allowance information for directors and commissioners for the relevant reporting period.

Companies should obtain current notarial and accounting advice on the required presentation and supporting information.

The complete annual-report submission requirements appear in Ministry of Law Regulation No. 49 of 2025.

When must the financial statements be audited?

Not every Indonesian PT automatically requires a public accountant audit.

Article 68 of the Company Law requires an audit where the company:

Collects or manages public funds.
Issues debt instruments to the public.
Is a public company.
Is a state-owned company.
Has assets or annual turnover of at least IDR 50 billion.
Falls within another audit requirement imposed by law.

Sector-specific regulations, financing agreements, investment arrangements or the company’s articles may create additional audit requirements.

If a company is legally required to obtain an audit but fails to do so, the RUPS cannot validly ratify the unaudited financial statements.

The directors should therefore determine whether an audit is required before scheduling the RUPST.

Read More: Buying Property in Indonesia Through a PT PMA

What does the RUPST approve?

The annual RUPS considers and approves the company’s annual report.

Under Article 69 of the Company Law, this includes:

Ratification of the financial statements.
Approval of the commissioners’ supervisory report.

Approval does not protect directors or commissioners from responsibility for false or misleading information.

Directors and commissioners may be jointly and severally responsible where the annual report or financial statements contain materially incorrect or misleading information.

The meeting may also consider other annual matters permitted by the law and the company’s articles, such as:

Use of profits.
Dividend distribution.
Allocation to reserves.
Appointment of an auditor.
Changes to management.
Approval of remuneration.
Approval of the following year’s business plan.

These matters should be stated clearly in the meeting agenda.

How is an RUPST called?

The board of directors normally calls the RUPS.

Under the Company Law, the notice is generally issued at least 14 days before the meeting, excluding:

The date the notice is issued.
The date of the meeting.

The notice should provide shareholders with sufficient information about:

Meeting date.
Meeting time.
Meeting location or electronic participation method.
Agenda.
Availability of meeting materials.
Any proposed resolutions.

The company’s articles should also be checked because they may impose additional notice requirements.

Who can request a RUPS?

A RUPS may be requested by:

One or more shareholders representing at least one tenth of the voting shares, unless the articles provide a lower threshold.
The board of commissioners.

The request should be submitted to the board of directors with reasons for holding the meeting.

If the directors do not call the meeting, the Company Law provides procedures through which the commissioners or requesting shareholders may proceed, potentially including an application to the relevant district court.

What is the quorum for an annual RUPS?

Unless the law or company’s articles require a higher threshold, an ordinary RUPS may generally proceed when more than half of all voting shares are present or represented.

Ordinary resolutions are generally adopted through deliberation and consensus.

If consensus cannot be reached, a resolution can generally be approved by more than half of the votes cast, unless the Company Law or the articles require a higher threshold.

Different rules apply to certain resolutions, including:

Amendments to the articles.
Mergers.
Acquisitions.
Consolidations.
Separation.
Dissolution.
Bankruptcy applications.
Transfers or encumbrances involving substantial company assets.

The correct quorum should be confirmed for every agenda item.

Can an RUPST be conducted electronically?

Yes.

Article 77 of the Company Law permits a RUPS to be conducted through teleconference, video conference or other electronic media if all participants can:

See one another.
Hear one another.
Participate directly in the meeting.

Electronic participation is particularly relevant to a PT PMA whose foreign shareholders, directors or commissioners are outside Indonesia.

Minutes must still be prepared. Article 77 requires the minutes of an electronic meeting to be approved and signed by all participants.

The company should coordinate the electronic meeting format with its notary in advance, especially where the annual-report approval must be recorded in a notarial deed.

Read More: NTB and Qatar Explore Investment and Education Opportunities: What It Means for Lombok

Can shareholders use a written circular resolution?

Article 91 of the Company Law allows shareholders to adopt a binding resolution outside a physical RUPS if every voting shareholder gives written approval.

This is commonly called a circular resolution.

A valid unanimous written resolution has the same legal force as a resolution adopted at a RUPS.

However, Ministry of Law Regulation No. 49 of 2025 specifically requires annual-report approval to be recorded in a notarial deed and submitted through the SABH process.

A company intending to approve its annual report through a circular resolution should therefore confirm with its Indonesian notary that:

Every voting shareholder has provided valid written approval.
The documents satisfy the Company Law.
The resolution can be stated in the required notarial deed.
The annual report can be accepted through the current SABH submission process.

A circular resolution should not be assumed to eliminate the notarial or AHU filing requirements.

Must the RUPST minutes be notarised?

The Company Law ordinarily requires minutes of a RUPS.

When the minutes are not prepared directly as a notarial deed, they are generally signed by the meeting chair and at least one shareholder appointed by the participants.

However, the annual-report filing rule under Ministry of Law Regulation No. 49 of 2025 requires the approval of the annual report to be recorded in a notarial deed.

For practical compliance, the company should engage its notary before the meeting and agree on:

The meeting format.
Required attendance documents.
Powers of attorney.
Shareholder resolutions.
Annual-report attachments.
Signing arrangements.
The form of the notarial deed.
The SABH submission process.

What must be submitted to AHU?

Following annual-report approval, the directors must submit the required documents to the Minister through a notary.

The electronic submission is made through SABH.

The principal documents are:

The notarial deed recording approval of the annual report.
The company’s annual report.

The company should retain:

A copy of the signed annual report.
The RUPST attendance record.
Powers of attorney.
The meeting minutes or circular resolution.
The notarial deed.
Evidence of electronic submission.
The Ministry’s receipt or acknowledgement.
Correspondence concerning any rejection, warning or correction.

The evidence of submission is particularly important during financing, investment, restructuring or company due diligence.

What is the deadline for AHU submission?

The annual report must be submitted through the notary no later than 30 calendar days after the notarial approval deed is signed.

This is separate from the six-month RUPST deadline.

For example:

Financial year ends: 31 December 2025.
RUPST held: 20 June 2026.
Approval deed signed: 20 June 2026.
SABH submission deadline: 20 July 2026.

If the approval deed is signed on a different date from the meeting, the company should calculate the 30-day period from the actual deed-signing date and confirm the deadline with its notary.

The regulation defines “days” as calendar days rather than working days.

RUPST Indonesia

‍

What happens if the annual report is filed late?

Ministry of Law Regulation No. 49 of 2025 provides an administrative enforcement process.

Written warning

The Ministry may issue a written warning where the company fails to submit the annual report in accordance with the regulation.

SABH access block

If the company does not remedy the noncompliance within 30 days after notification, the Ministry may block the company’s access to SABH.

Removal of the block

The company can apply for the SABH block to be removed by submitting the required annual-report documents.

The Ministry removes the block after the requirements have been completed.

What does an AHU block mean for a company?

An AHU or SABH block can interfere with corporate administration.

Depending on the system status and transaction, it may prevent or delay filings involving:

Shareholder changes.
Share transfers.
New directors or commissioners.
Removal of directors or commissioners.
Changes to the company’s address.
Changes to authorised capital.
Changes to corporate purposes.
KBLI-related articles amendments.
Mergers, acquisitions or restructuring.
Other notarial corporate filings.

The regulation does not state that an AHU block automatically cancels:

The company’s land title.
Existing contracts.
Existing shares.
Its NIB.
Previously issued business licences.

The immediate consequence is administrative restriction within the legal-entity system.

Nevertheless, the commercial effect can be serious if the company needs to register a transaction or management change.

Why RUPST compliance matters when buying a company

A buyer acquiring shares in an Indonesian company inherits the company’s existing legal and financial history.

If the company owns or operates real estate, the buyer should verify:

That the RUPST was held on time.
That the annual report was complete.
That every required director and commissioner signed.
Whether an audit was required.
That the approval was recorded in a notarial deed.
That the annual report was submitted through SABH.
That an electronic receipt is available.
Whether any Ministry warning was issued.
Whether the AHU profile is currently blocked.

The absence of an annual-report filing does not automatically prove fraud or invalidate the property. It does create a compliance problem that should be understood and resolved before closing.

RUPST due diligence checklist

A shareholder, investor, lender or property-company buyer should request the following.

Annual corporate records

Annual reports for the relevant years.
Financial statements.
Audit reports where applicable.
Directors’ activity reports.
Commissioners’ supervisory reports.
Social and environmental responsibility reports.
Material-event disclosures.

Meeting documents

RUPST notices.
Evidence of delivery to shareholders.
Meeting agendas.
Attendance lists.
Shareholder powers of attorney.
Meeting minutes.
Circular resolutions, if used.
Notarial deeds recording annual-report approval.

AHU evidence

SABH submission receipt.
Ministry acknowledgement.
Evidence of corrections or resubmission.
Copies of warnings.
Confirmation of whether SABH access is blocked.
Current AHU company profile.

Supporting corporate records

Current articles.
Shareholder register.
Directors and commissioners register.
Beneficial ownership filing.
Latest Ministerial approvals and receipts.
NIB and OSS profile.

The records should be compared for inconsistencies in shareholders, management, company activities and financial information.

Can the RUPST approve a KBLI 2025 amendment?

Yes, where a substantive KBLI amendment is required.

A company may include both:

Approval of the annual report.
Amendment of the company’s purposes and business activities.

However, they should appear as separate agenda items and resolutions.

The articles amendment will normally require the higher quorum under Article 88 of the Company Law:

At least two thirds of voting shares present or represented.
Approval by at least two thirds of votes cast.

The annual-report approval continues to follow the ordinary RUPS framework unless a higher threshold applies under the articles.

If the KBLI 2025 conversion changes only the numerical code without changing the substance of the business, an articles amendment may not be necessary.

The company should first compare the old and new activity descriptions and obtain notarial advice.

Common RUPST mistakes

Treating the annual meeting as optional

The annual RUPS is a statutory obligation for an ordinary Indonesian PT, not merely a corporate best practice.

Calculating only the six-month deadline

The company must track two separate deadlines:

Six months after financial year end for the annual meeting.
Thirty calendar days after signing the approval deed for SABH submission.

Preparing only financial statements

Financial statements are only one part of the annual report.

The report also requires company activities, commissioners’ supervision, material matters, social and environmental responsibility, management composition and remuneration information.

Forgetting the commissioners’ review

The annual report should be reviewed by the board of commissioners before it is submitted to the RUPS.

Missing signatures

The annual report should be signed by all directors and commissioners who served during the relevant financial year.

A person refusing or unable to sign should provide a written reason.

Failing to determine whether an audit is required

A company meeting a statutory audit category cannot validly ratify financial statements that should have been audited but were not.

Assuming the notary files automatically

The directors remain responsible for company compliance even when the technical submission is performed through a notary.

The company should obtain and retain the electronic receipt.

Assuming the annual report was filed because the meeting was held

Holding the RUPST and filing the approved annual report are separate compliance steps.

Ignoring historical corporate records

A current RUPST does not automatically correct problems in earlier shareholder resolutions, management appointments or financial reporting.

Waiting until a transaction to check AHU

Companies often discover an AHU block when they need to register a share transfer, director change or deed amendment.

The company should verify its status before beginning a time-sensitive transaction.

Practical RUPST compliance timeline

A company with a 31 December financial year end can use the following planning framework.

January and February

Close accounting records.
Reconcile tax and financial information.
Identify material events.
Determine whether an audit is required.
Begin preparing the annual report.

March and April

Complete the audit if required.
Prepare the directors’ activity report.
Prepare the commissioners’ supervisory report.
Complete the social and environmental responsibility section.
Obtain management signatures.

May

Provide the annual report to the commissioners.
Resolve outstanding comments.
Coordinate the proposed agenda with the notary.
Confirm shareholder attendance and powers of attorney.
Prepare the meeting notice.

June

Issue the required notice.
Hold the RUPST no later than 30 June.
Obtain the necessary shareholder approvals.
Execute the notarial approval deed.

Within 30 calendar days after the deed

Submit the notarial deed and annual report through SABH.
Resolve any system query or rejection.
Obtain the electronic receipt.
Retain the complete corporate record.

Companies should use earlier internal deadlines when an audit, foreign signature, document legalisation or complex shareholder approval is required.

Frequently asked questions

What does RUPST mean?

RUPST means Rapat Umum Pemegang Saham Tahunan, the annual general meeting of shareholders of an Indonesian limited liability company.

When must an Indonesian PT hold its RUPST?

The annual RUPS must generally be held no later than six months after the end of the company’s financial year.

When is the RUPST deadline for a calendar-year company?

A company whose financial year ends on 31 December must generally hold its annual RUPS no later than 30 June of the following year.

Is the annual RUPS requirement new?

No. The annual RUPS was already required under the Company Law. The 2025 regulation introduced the current electronic annual-report submission and enforcement framework.

Must the annual report be submitted to AHU?

Yes. Under Ministry of Law Regulation No. 49 of 2025, the approved annual report and the relevant notarial deed must be submitted electronically through SABH.

Who submits the annual report?

The directors are responsible for submission, which is performed through a notary in the SABH system.

What is the AHU submission deadline?

Submission must be completed no later than 30 calendar days after the annual-report approval deed is signed.

Does every annual report need an external audit?

No. An external audit is required only when the company falls within a statutory or other applicable audit category.

Is an audit required at IDR 50 billion?

Article 68 of the Company Law requires an audit where the company has assets or annual turnover of at least IDR 50 billion, in addition to other statutory audit categories.

Can a foreign shareholder attend electronically?

Yes. An electronic RUPS is permitted if participants can see, hear and participate directly with one another.

Can shareholders approve the annual report through a circular resolution?

Article 91 allows unanimous written shareholder resolutions outside a meeting. The company should confirm with its notary that the resolution and supporting documents satisfy the current annual-report deed and SABH filing process.

What happens if the annual report is submitted late?

The Ministry may issue a written warning. If the company does not remedy the breach within 30 days after notification, access to SABH may be blocked.

Does an AHU block cancel the company’s land title?

No. The regulation does not state that an administrative SABH block cancels a land title. It can, however, obstruct corporate filings needed for a transaction.

Can an AHU block delay a share acquisition?

Yes. It may delay the registration of shareholders, directors, commissioners or articles amendments required as part of the acquisition.

Must all earlier annual reports be submitted?

The regulation establishes an ongoing annual-report obligation. Professional reporting of AHU implementation guidance has indicated that companies were not expected to upload every historical report when the system launched, but this point is not expressly stated in Article 16 itself.

A company with missing historical records should obtain case-specific confirmation from its notary and AHU rather than assume that no remediation is required.

Final considerations

RUPST compliance now involves more than holding a shareholder meeting and storing the minutes in the company’s records.

An ordinary Indonesian PT should complete the entire process:

Prepare the annual report.
Obtain commissioners’ review.
Confirm whether an audit is required.
Hold the annual RUPS within six months.
Obtain shareholder approval.
Record the approval in a notarial deed.
Submit the deed and annual report through SABH within 30 calendar days.
Retain the Ministry’s electronic receipt.
Resolve any warning or AHU block promptly.

For a PT PMA, property company or acquisition target, the final receipt is more than an administrative document. It helps demonstrate that the company is in good standing and capable of completing future corporate changes.

Companies should coordinate the process with their accountant, auditor where required, Indonesian notary and legal adviser well before the deadline.

RUPST Indonesia Annual Report and AHU Filing Guide