Strengthening AHU oversight: check whether your director's and commissioner's terms of authority have expired
Many PT (limited liability company) owners in Indonesia have grown accustomed to thinking that if the shareholder structure hasn't changed, there's no need to update the documents. This is a dangerous misconception. Under the Company Law (UU PT No. 40/2007), the authority of a director and commissioner is not open-ended.
Once the term of authority — typically five years — expires, the company automatically falls into the category of "administratively inactive." Since May 2026, the Ministry of Justice (AHU) has moved from formal requirements to hard sanctions.
The New Rules: SABH and Automatic Blocking
On December 17, 2025, Regulation Permenkum 49/2025 came into force, introducing an automatic blocker in the SABH system. Now, if you fail to notify the ministry of a management reappointment on time — you have just 30 days after the shareholders' meeting — the company is placed on the Daftar Sementara Korporasi Nonaktif (Temporary List of Inactive Corporations).
At this point, the list already contains over 712,000 companies, and the number is growing. You can check your company's status at.
Consequences of Being Added to the Inactive List
Appearing in this registry is not a mere formality — it is effectively a freeze on your business:
Personal liability (Art. 94 UU PT): Once the term of authority expires, the director no longer represents the company. All contracts, invoices, and orders signed by them fall on that person as a private individual. The PT is no longer liable for them.
Impact on commissioners: If a commissioner's term has expired, they lose the right to approve transactions (loans, land purchases, guarantees). Without their signature, such transactions become contestable. Furthermore, the company loses its internal control mechanism: an expired commissioner cannot remove a director from their position.
Shareholder discontent (Derivative lawsuit): Any shareholder holding more than 1/10 of the votes has the right to file a derivative lawsuit (gugatan derivatif) against the "expired" director for damages caused to the company (Art. 97 UU PT).
Reporting paralysis: Without a legitimate commissioner, the shareholders' meeting cannot approve the annual report. This automatically blocks dividend payments and the approval of financial statements.
How to Complete a Reappointment Remotely If the Director or Shareholders Are Abroad
A shareholders' meeting can be held either remotely or in person. There are 3 ways to proceed:
Sign in person with all founders present at the office.
Consular legalization or apostille: shareholders sign the minutes abroad, have them notarized by a local notary, and affix an apostille (or have them legalized at the Indonesian consulate). The original is sent by courier to Bali. Document shipping and legalization takes two to four weeks. If the term of authority is already on the verge of expiring, factor in this time to avoid being blocked by SABH during postal transit.
Fully remote signing via an electronic signature issued by a notary individually for each founder.
Contact us and we will help with unblocking and notifying the Ministry of Justice.
Q&A: everything an owner needs to know
1. We changed address and KBLI six months ago. Does this update our data?
This is the most common mistake. Amending the articles of association regarding the address or types of activities does NOT extend the director's authority. The term is counted only from the date of the shareholders' meeting resolution (RUPS), where it stated "reappoint" (pengangkatan kembali) or "appoint" (penggantian). If the AHU excerpt date of appointment is older than five years, you are at risk, no matter how many amendments to the articles of association you make.
2. Where in the documents can I find information about the terms?
Look in the articles of association (Anggaran Dasar) sections “DIREKSI” and “DEWAN KOMISARIS”. There should be a clause “untuk jangka waktu … tahun” (usually five years). Also cross-check with the latest AHU excerpt, which indicates the exact date of the last executive body composition act.
3. Why has this become a problem only now?
Previously, the requirements of Articles 94 and 111 UU PT were formal, and the ministry rarely initiated proactive blocks. However, Circular Letter No. AHU-AH.01-36 of February 11, 2026, changed everything: "dormant" companies are now being blocked en masse and automatically.
4. What are the consequences of missing the Ministry of Justice notification deadline?
You have only 30 days to notify the ministry about the reappointment. If the deadline is missed, AHU may refuse to accept the changes, and the company will remain "inactive". Although there are no fines in the law, account and service blockages are a much more severe sanction.
5. Can we just sign the protocol retroactively?
In theory - yes, in practice - it creates a "domino effect". All actions taken during the "expiration" period will need to be ratified at a shareholders' meeting, incurring additional legal expenses and the risk that the bank or regulator (OJK/BI) will not accept such documents upon inspection.
6. Our company is already on the inactive list. What to do?
Do not panic, but act quickly. Recovery procedure:
Hold a shareholders' meeting and execute a notarial act for reappointment.
Submit notification to AHU through a notary.
It is critically important: simultaneously file or update the report on beneficial owners (BO) through the system bo.ahu.go.id. This is the way to remove the “nonaktif” status.
Conclusion
In 2026, control over the corporate sector in Indonesia has become automated. What used to be considered a "dormant" requirement is now a real risk of business blockage.
Checking the term of authority is not part of the standard notary services package when changing the address, this is your responsibility. Do not wait for the bank to block your account at the most inappropriate moment. Check the authority of your directors and commissioners right now.
Director of Legal Indonesia
Patricia Christi
Any questions left? We are always happy to help!
