What Does a Corporate Secretary Do for AGMS Compliance?

This function has become increasingly important in Indonesia following a new reporting requirement for the Annual General Meeting of Shareholders, or AGMS.

Under Minister of Law Regulation No. 49 of 2025, companies covered by the regulation must document the shareholders’ approval of the annual report in a notarial deed and report it electronically through the Legal Entity Administration System, known as SABH.

Why Has the Corporate Secretary’s Role Become More Important for AGMS Compliance?

Previously, many private companies treated the approval of the annual report primarily as an internal corporate matter.

The new requirement adds a formal government reporting stage after the shareholders approve the report.

As a result, holding the AGMS is no longer the final step. This expanded responsibility reflects the broader role of a company secretary in supporting shareholder meetings, maintaining corporate records, and monitoring regulatory obligations.

A corporate secretary, whether appointed internally or engaged as an external corporate secretarial provider, helps connect each part of the process. This typically involves:

• Monitoring the company’s financial year-end and AGMS deadline
• Coordinating the preparation of the annual report
• Arranging the Board of Commissioners’ review
• Preparing meeting notices, agendas, and supporting documents
• Confirming shareholder and management information
• Working with the notary on the required deed
• Monitoring the SABH submission
• Retaining evidence that the filing has been completed

Each stage depends on information from another party. If the finance team delivers the annual report late or the notary receives incomplete documents, the company may have little time left to complete the SABH filing.

The corporate secretary keeps every stakeholder aligned, tracks key deadlines, and follows up on outstanding tasks. This coordination helps the company complete the AGMS reporting process accurately and on time.

What Is the New AGMS Reporting Requirement for Indonesian Companies?

The reporting requirement applies to limited liability companies established as capital partnerships, which includes PT PMA companies. It specifically concerns the shareholders’ approval of the annual report, rather than every resolution passed during the year.

1. Present the Annual Report Within Six Months

The Board of Directors must present the annual report to the AGMS after it has been reviewed by the Board of Commissioners.

The meeting must take place no later than six months after the end of the company’s financial year.

For a company whose financial year ends on December 31, the AGMS would generally need to be completed by June 30 of the following year.

2. Record the Approval in a Notarial Deed

Shareholders’ approval in ordinary internal meeting minutes is not enough to complete the new reporting process.

The approval of the annual report must also be recorded in a notarial deed. Engaging the notary early gives the company time to check the resolutions, shareholder details, meeting records, and supporting documents before the deed is signed.

3. Submit the Approval Within 30 Days

A separate 30-day deadline begins on the date the notarial deed is signed. Within this period, the Board of Directors must submit the approval to the Minister of Law through a notary.

The corporate secretary must therefore record the signing date and monitor the filing from that point, rather than calculate the deadline from the financial year-end or AGMS date.

4. Complete the Filing Through SABH

The notary submits the approval electronically through SABH on behalf of the Board of Directors.

The filing includes the notarial deed containing the shareholders’ approval and the company’s annual report. Once the submission has been accepted, the company receives a notification receipt that should be retained as formal evidence of filing.

5. Prepare a Complete Annual Report

An annual report covers more than the company’s financial results. It must also contain information about business activities, social and environmental responsibility, significant issues affecting operations, the Board of Commissioners’ supervisory duties, the members of the boards, and their remuneration.

How Does a Corporate Secretary Prepare the Company for the AGMS?

Preparation should begin well before the six-month statutory deadline. The corporate secretary first confirms the company’s financial year-end, reviews its articles of association, and sets an internal schedule that allows enough time for financial closing, management review, shareholder notice, and notarial coordination.

The preparation process generally includes:

• Collecting the financial statements and other sections of the annual report
• Arranging the Board of Commissioners’ review
• Checking current shareholder, director, commissioner, and beneficial ownership records
• Confirming notice, quorum, voting, and representation requirements
• Preparing the meeting agenda and draft resolutions
• Providing the notary with the required information before the meeting
• Setting deadlines for signing the deed and completing the SABH submission
• Keeping the annual report, deed, and filing receipt in the company’s records

The corporate secretary should also identify whether the AGMS will approve dividends, appoint or replace directors and commissioners, or change other corporate information.

These decisions may require additional documents or separate filings. Reporting the annual report approval does not automatically complete every corporate action approved at the same meeting.

What Happens If a Company Does Not Report Its Annual GMS Approval?

A company that misses the reporting obligation or the 30-day submission deadline may receive a written warning through SABH, email, or both.

If the company still does not complete the filing within 30 days, the Director General may block its access to SABH.

These measures encourage companies to maintain accurate corporate records and complete their statutory filings on time. They also help keep information consistent across government systems.

Losing access to SABH can affect more than the overdue annual filing. Companies also use the system to report changes involving shareholders, directors, commissioners, articles of association, and other corporate information.

As a result, restricted access may delay investments, management changes, corporate restructuring, or other transactions that require updated government records.

How Can a Corporate Secretary Maintain AGMS Compliance Each Year?

Reliable AGMS reporting requires a repeatable annual workflow. The following controls help the company prepare earlier, clarify who is responsible, and confirm that the process has been completed properly.

1. Track the Two Deadlines Separately

The six-month AGMS deadline and the 30-day SABH filing deadline relate to different stages. A practical calendar should also include earlier dates for closing the accounts, completing the annual report, obtaining the commissioners’ review, and sending documents to shareholders.

Assigning reminders to both the document owner and reviewer makes it less likely that one missed task will delay the full process.

2. Assign Responsibility for Each Part of the Report

Preparing an annual report requires input from several business functions. Finance may prepare the financial statements, while management provides information about the company’s activities and the commissioners report on their supervision.

The corporate secretary brings these contributions together, checks for missing information, and keeps the final document moving toward approval.

3. Check Corporate Records Before the Meeting

The names, positions, shareholdings, addresses, and identification details used in the AGMS documents should match the company’s deeds and SABH records.

Discovering a discrepancy during submission can be difficult when the 30-day deadline is already running. An earlier review gives the company time to investigate outdated records and provide accurate information to the notary.

4. Keep All Completion Evidence Together

Signed meeting minutes alone do not prove that every reporting step has been completed. The company should retain the approved annual report, shareholder documents, notarial deed, SABH submission details, and notification receipt in one corporate file.

A complete record can also make future audits, due diligence reviews, investments, and corporate changes easier to manage.

Keep Your Annual Corporate Reporting on Track

The new AGMS requirement brings financial reporting, shareholder approval, notarization, and government filing into one connected process.

Holding the meeting on time is important, but the company must also document and report the approval correctly to complete its obligation.

CPT Corporate’s Corporate Secretarial Services can help your company plan its AGMS calendar, prepare the required corporate records, coordinate with relevant parties, and monitor the reporting process.

The team can also work across legal, tax, and accounting matters when the annual report requires information from several business functions.

If your company is approaching its next AGMS or needs to review an earlier reporting period, speak with CPT Corporate about the documents, deadlines, and filing assistance required for your situation.