The Minister of Law has issued Regulation No. 49 of 2025 on Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Company (“MoL 49/2025”) replacing the Minister of Law Regulation No. 21 of 2021 (“MoL 21/2021”). MoL 49/2025 came into effect on 17 December 2025, establishing various requirements and procedures applicable to companies. There are two key elements regulated under MoL 49/2025, which are Beneficial Ownership documentation and mandatory annual reporting. 

What's New?

Disclosure of Beneficial Ownership

MOL 49/2025 introduces Beneficial Ownership documents as additional mandatory documentation requirement during company incorporation, applications for amendments to the articles of association (“AoA”), and changes to corporate data. These Beneficial Ownership documents consist of: 

a. a power of attorney from the board of directors (“BoD”) to a notary regarding the submission of Beneficial Ownership information;

b. a statement letter from the BoD declaring the name of the Beneficial Owner; and

c. a letter of consent from the individual acting as the company’s Beneficial Owner.

It should be noted that the regulation on Beneficial Owner must also take into account the Minister of Law Regulation No. 2 of 2025 on Verification and Supervision of Beneficial Owners of Corporations (“MoL 2/2025”), which requires corporations to update their Beneficial Ownership information periodically once every 1 (one) year. Corporations and/or notaries are required to complete an electronic beneficial owner questionnaire during:

a. the incorporation, registration, or legalization of the corporation;

b. amendments to the corporation's articles of association;

c. changes to corporate data; and/or

d. the reporting, amendment, or updating of Beneficial Ownership information. 

Therefore, it can be understood that under MoL 2/2025, Beneficial Ownership information for incorporation and amendments to the articles of association and/or corporate data is merely filled out directly in a form. In contrast, MoL 49/2025 requires a power of attorney and a statement from the BoD, as well as a consent letter from the respective Beneficial Owner.

Mandatory Annual Reporting

MoL 49/2025 requires BoD of Limited Liability Companies to submit an annual report to the General Meeting of Shareholders (“GMS”) no later than 6 (six) months after the end of the company’s financial year. Once the annual report is approved by the GMS, the approval and the annual report must be submitted electronically to the Minister of Law via the SABH within 30 days of the signing of the notarial deed. 

The annual report must contain, at a minimum:

a. Financial statements consisting of at least the balance sheet of the most recent financial year in comparison with the previous financial year, the profit and loss statement for the relevant financial year, the cash flow statement, the statement of changes in equity, and the notes to the financial statements;

b. A report on the company’s activities; 

c. A report on the implementation of social and environmental responsibilities;

d. Details of issues arising during the financial year that affected the company's business activities;

e. A report on the supervisory duties performed by the Board of Commissioners (“BoC”) during the most recent financial year;

f. Names of the members of the BoD and BoC;

g. Salaries and allowances for members of the BoD, and salaries or honoraria and allowances for members of the BoC for the most recent financial year.

What It Means for You?

The requirement to submit Beneficial Ownership documents as additional mandatory documentation ascertains the importance of transparency and clarity in a company’s ownership and control structure. Whenever a company intends to carry out incorporation, applications for amendments to the AoA, or changes to corporate data, it must now also prepare Beneficial Ownership documents. 

In relation to annual reporting obligation, companies are expected to improve their corporate governance. The enforcement of sanctions also increases the urgency for companies to ensure compliance with the provisions of MoL 49/2025. For companies that fail to fulfill these obligations or have exceeded the deadline for submitting the annual report, MoL 49/2025 imposes administrative sanctions in the form of written warnings and the blocking of the company's SABH access. 

Challenges

MoL 49/2025 does not contain the technical reporting mechanisms for the annual report within the SABH, nor the required reporting format or standard template. The implementing regulation on this matter has not yet been issued. It should be noted that as of the date of this alert, SABH has not yet accommodated the obligations under MoL 49/2025 and notaries (who have access to SABH) are not yet able to submit the annual reports as required. 

Conclusion

With the enactment of MoL 49/2025, companies are required to exercise greater discipline in managing their legal and corporate administration. Ensuring the completeness of documentation, timely reporting, and consistency in administrative records will help companies to maintain smooth business operations without system-related obstacles. 

Furthermore, in relation to the obligation to submit annual reports, companies are expected to begin preparing their annual reports in accordance with the minimum content requirements set forth in MoL 49/2025. This ensures that once SABH has been updated to accommodate these filings, the company can immediately submit the annual report as required. 

For any queries, please contact: 

1. heru.muzaki@lhbmlaw.com

2. info@lhbmlaw.com