Annual RUPS Requirements for PT PMA: Preparing the FY2026 Meeting in 2027

A foreign-owned PT PMA with a financial year ending on 31 December 2026 must hold its annual general meeting of shareholders, or RUPS Tahunan, by 30 June 2027. Directors must present the annual report for shareholder approval. Under Ministry of Law Regulation No. 49 of 2025, that approval must be recorded in a notarial deed and submitted to the Ministry through the Legal Entity Administration System, known as SABH.

Set the Deadline From Your Company’s Financial Year-End

Article 78 of Indonesia’s Company Law requires an annual RUPS within six months after the financial year ends. For a PT PMA whose year ends on 31 December 2026, the meeting deadline is 30 June 2027. A company with a different year-end must calculate its own six-month window.

The date of the accounts and the date of the meeting are different. The shareholders review the report for the completed financial year, so the FY2026 annual RUPS normally occurs after 2026 has ended. Put the company’s actual year-end and articles of association on the planning sheet before setting a meeting date.

Prepare the Annual Report Before Calling the Meeting

Under Articles 66 and 67 of the Company Law, directors prepare the annual report after review by the board of commissioners. The report must be signed by the directors and commissioners who served during the relevant financial year and made available at the company’s office from the meeting notice date for shareholders to inspect. The law sets out how a member who does not sign must give a written reason.

The statutory report includes financial statements, business activities, social and environmental responsibility reporting, material problems affecting operations, the commissioners’ oversight report, the names of directors and commissioners, and their remuneration information. The financial statements include comparative balance sheet information, a profit and loss statement, cash flow statement, statement of changes in equity, and notes.

Check whether the financial statements require an audit before seeking approval. Article 68 lists specific audit triggers, including a company with assets or annual turnover of at least IDR 50 billion and companies covered by other laws. Foreign ownership alone is not the audit test. Our guide to PT PMA directors and commissioners explains their distinct roles in company governance.

Check the Notice, Attendance, and Agenda

Directors normally convene the annual RUPS. Article 82 of the Company Law requires the shareholder notice at least 14 days before the meeting, excluding both the notice date and meeting date. The notice states the date, time, place, agenda, and availability of meeting materials. Check the articles of association before sending it.

For an ordinary first meeting, Article 86 generally requires shareholders representing more than half of voting shares to attend or be represented, unless the law or articles require a higher quorum. Article 87 sets the general decision rule where consensus cannot be reached. A proposed amendment to the articles or another special corporate action may require different thresholds, so it should not be treated as routine annual report approval.

The annual report belongs on the agenda. Article 69 assigns approval of that report, including ratification of the financial statements and the commissioners’ oversight report, to the RUPS. Record any other proposed resolution clearly so shareholders know what they are being asked to decide.

If the agenda also includes a change in management, capital, or the articles of association, check the separate resolution and filing requirements in our guide to company amendments in Indonesia. A proposed shareholder transfer has its own documents and notification steps; see our PT PMA share transfer guide.

Record the Approval in a Notarial Deed

Ministry of Law Regulation No. 49 of 2025 adds a specific document requirement to the annual cycle: shareholder approval of the annual report must be contained in a notarial deed. The regulation took effect on 17 December 2025 and replaced the earlier Ministry regulation on company registration procedures.

Arrange the notary’s role while preparing the meeting materials. Confirm the proposed approval wording against the report presented to shareholders, and keep the final deed with the approved report and meeting records. This article covers the annual obligation; detailed execution of an AHU filing is a separate task.

Track the AHU Submission After the Deed Is Signed

Article 16 of Regulation No. 49 of 2025 requires directors to submit the annual report approval to the Minister through a notary within 30 calendar days after the notarial deed is signed. The notary submits it electronically through SABH with the deed and annual report. The regulation provides for a Ministry receipt when the submission is accepted.

Assign a person to obtain that receipt from the notary and place it beside the signed deed. A scheduled meeting, an approved report, and a signed deed each show a different stage; keep proof that the Ministry submission was received as well.

Articles 17 and 18 provide for an administrative written warning and possible SABH access blocking if the submission obligation remains unmet. The blocking provision depends on continued noncompliance for 30 calendar days after the SABH warning notification. Do not assume a late meeting automatically cancels the company’s business licence or NIB.

That administrative sequence is distinct from a director’s potential personal liability for losses caused by fault or negligence. Our guide to director liability in Indonesia explains the separate Company Law test.

Keep the RUPS Separate From Tax and Investment Reports

The annual RUPS concerns shareholder review and approval of the company’s annual report. The corporate income tax return goes to the Directorate General of Taxes through Coretax. DJP states that a corporate annual return is generally due four months after the tax year ends, which is normally 30 April 2027 for a calendar-year FY2026 return. Our Coretax compliance checklist for PT PMA covers preparation for that filing.

Investment activity reporting, or LKPM, follows its own OSS process and reporting periods. Our quarterly LKPM guide explains that track. Completing an LKPM or tax return does not establish that the shareholders approved the annual report or that the notary submitted its approval through SABH.

Use an Evidence Checklist for the 2027 Handoff

A single file should let a director, reviewer, and notary identify the approved financial year and the status of each step. Collect:

• The articles of association, shareholder register, and confirmed financial year-end.
• The signed annual report and evidence of commissioners’ review.
• The shareholder notice, agenda, meeting materials, and delivery records.
• Attendance, proxies where applicable, voting record, and meeting minutes.
• The notarial deed recording annual report approval.
• The final annual report submitted through SABH and the Ministry receipt.

Give each item an owner and a date. Our InvestinAsia Corporate Secretary Services page describes support for company records, resolutions, and regulatory administration. Confirm the scope needed for your annual RUPS and notary coordination before engaging the service.