Amending a PT's Articles of Association: Approval or Notification

Amendments to the articles of association (anggaran dasar) of a PT (perseroan terbatas, limited liability company) are decided by the RUPS (general meeting of shareholders) and set out in a notarial deed in Indonesian. After that there are two routes: seven specific types of amendment require the approval of the Minister of Law, while other amendments only need to be notified. Both are submitted through a notary no later than 30 days from the date of the deed. Changes of data, such as a change of directors or shareholders, are also set out in a notarial deed and notified.

Amendments to a PT's articles that require the Minister's approval

Under Article 21(2) UU PT (the Company Law) and Article 8(3) Permenkum 49/2025 (Regulation of the Minister of Law), the Minister's approval is required for a change of:

• the PT's name;
• the PT's domicile (city or regency);
• the purpose and objectives and the business activities;
• the PT's term of existence;
• the amount of authorised capital;
• a reduction of issued and paid-up capital;
• status from a private PT to a public PT, or the reverse.

These amendments take effect only from the date the Minister's approval decision is issued (Article 23(1)).

Amendments that only need to be notified

Other amendments to the articles only need to be notified to the Minister (Article 21(3)), for example an increase in issued and paid-up capital within the authorised capital, a change to the provisions on the directors' term of office, or the procedure for the RUPS. These amendments take effect from the date the notification receipt is issued (Article 23(2)).

Changes of company data are also notified (Article 8(5) Permenkum 49/2025), namely:

• the composition of shareholders, because of a share transfer or a change in the number of shares;
• the composition or reappointment of the board of directors and board of commissioners;
• a merger, acquisition or demerger not accompanied by an amendment to the articles;
• dissolution and the end of legal entity status;
• a change of a shareholder's name because of a name change;
• a change of the PT's full address.

Process and deadlines

1. Notice of the RUPS, clearly stating the amendment of the articles on the agenda (Article 19(2)).
2. RUPS resolution with the required quorum and votes, generally two thirds for an amendment of the articles (Article 88). Other quorums and circular resolutions are covered in RUPS and notarial deeds.
3. Notarial deed. If the resolution is not recorded in a deed of minutes of meeting by a notary, it must be stated in a notarial deed no later than 30 days after the RUPS (Article 21(5) and (6)).
4. Submission to the Minister through the notary electronically, no later than 30 days from the date of the deed. After that, the application can no longer be submitted (Article 21(7)–(9) UU PT; Article 9(6)–(7) Permenkum 49/2025). For a change of directors and commissioners, the limit is 30 days from the RUPS resolution (Articles 94(7) and 111(7)).
5. Review within at most 14 working days. If anything is missing, the application is returned and the notary completes it within 7 days; if not, the application is rejected and may be submitted again (Articles 13 and 14 Permenkum 49/2025).
6. The decision or notification receipt is issued electronically (Article 15).
7. Updating the data in OSS (the Online Single Submission licensing system) if the change concerns business activities, capital, address or management.

Points that need particular attention

Business activities and KBLI 2025

With KBLI 2025 (the Indonesian business classification codes) in force, an adjustment that is only a change of code is made automatically by the system. If a PT adds to or changes the substance of its business activities, the change of purpose and objectives still goes through an amendment of the articles with the Minister's approval.

Reduction of capital

Issued and paid-up capital is reduced by withdrawing shares or lowering the nominal value of shares (Article 47). The directors must announce the RUPS resolution to creditors in a newspaper no later than 7 days after the RUPS. Creditors may object within 60 days (Articles 44 and 45). The Minister's approval is given once there are no objections, the objections have been settled, or the creditors' claim has been dismissed (Article 46).

Change of domicile and change of address

Moving to another city or regency is a change of domicile and requires approval. Moving address within the same city is a change of data. Both require an address statement from the building manager or the competent authority.

Share transfers

Shares are transferred by a deed of transfer (Article 56). The articles may require the shares to be offered first to the other shareholders, or the approval of a company organ (Article 57), so these provisions need to be checked before the transaction.

Documents to prepare

• the deed of establishment and all amendments to the articles, with the Minister's decisions and notification receipts
• proof of the notice of meeting, and the minutes of the RUPS or the circular resolution
• the PT's NPWP (tax identification number) and proof of receipt of the annual tax return (SPT Tahunan), unless the NPWP was issued less than a year ago
• for a change of name: approval for the use of the new name
• for a change of domicile or address: an address statement
• for a change of capital: proof of payment or a balance sheet, and proof of the newspaper announcement if capital is reduced
• for certain business activities: a recommendation from the relevant ministry or agency
• for a share transfer: the deed of transfer of shares
• beneficial owner documents

Frequently asked questions