Annual Report in Indonesia: Contents, Deadline, Periods & Procedures

As you may know by now, there are many different types of taxes in Indonesia that you should be aware of, whether for individuals or corporations.

For companies, aside from annual corporate tax reporting filings and the annual financial reports, companies in Indonesia, both local PT and PT PMA Companies have the obligation to submit an Annual Report pursuant to the Indonesian Company Law.

Pursuant to Article 66 (1) of Law No. 40 of 2007 concerning Limited Liability Company (“Company Law”), the Board of Directors of a company has the obligation to submit an Annual Report to the General Meeting of Shareholders (“GMS”). The GMS where the submission itself is conducted is called the Annual General Meeting of Shareholders (“AGMS”).

The financial statement, one of the contents of the Annual Report, must be prepared based on the financial accounting standard.

Under Article 66 paragraph (4) of the Company Law, for the company that is obliged to be audited, the balance sheet and relevant profit and loss statement that have been audited shall be submitted to the Minister in accordance with the prevailing laws and regulations.

The Annual Report in Indonesia, pursuant to Article 66 (2) of Company Law, must consist of at least the following contents:

The annual report shall be signed by all members of the board of directors and board of commissioners during their service period at the relevant accounting year, and it shall be provided in the Company’s office as of the date of notice for GMS in order to be examined by the shareholders. It is stipulated under Article 67 of the Company Law.

If the member of board directors or member of the board of commissioners does not sign the annual report, then the objected person has to state his reason in writing, or in a separate letter attached to the annual report. Should the person who objected to it does not do the following, it is considered that the annual report is approved.

Under Article 68 paragraph (1) of the Company Law, the member of the board of directors is obliged to submit the annual report of the Company to be audited by a public accountant if:

If that obligation cannot be fulfilled, the financial report will not be ratified by the GMS. The report on the audit result by the public accountant has to be submitted in writing to the GMS through the board of directors.

With regards to the provision, the member of the board of directors and the board of commissioners shall be jointly and severally liable if the submitted financial report is not true or misleading. Nonetheless, if it is proven that such conditions are not because of their fault, members of the board of directors and board of commissioners may be exempted from that liability.

After the Board of Commissioners gives its approval, the Board of Directors is responsible to hold the AGMS for presented the Annual Report before the shareholders of the Company to be approved. Please be informed that the AGMS can be approved though Extraordinary GMS (EGMS) or by Circular Resolution of Shareholders.

An Annual Report must be conducted and approved at the latest 6 months after the end of the latest Financial Year.

Any lateness in a submission of Annual Report in Indonesia is the responsibility of the Board of Directors, and the members of the board can be held jointly and severally liable to any party that suffers losses due to their negligence in submitting an annual report.

However, the Company Law does not set any applicable sanctions for the Board of Directors who fail to submit an Annual Report in the Financial Year to the GMS.

Every foreign-owned limited liability company (PT PMA) is obligated to submit reports regarding the process of their investment activities according to the Law No. 25, 2007.

Investment Activity Report (LKPM) is the regular reports on the progress of the company and the constraints faced by investors. The Investment Activity Report (LKPM) will help the Indonesian Investment Coordinating Board (BKPM) to analyse and find solutions to challenges faced by investors in Indonesia.

LKPM intended to monitor the realisation of investment and production. LKPM covers all investing companies all locations and from every business sector, except companies in the trading sector. For companies that are investing in the trading business sector, LKPM will only be based on the location that is stated in the business principal license.

Depending on the legal entity of the company and which stage of the development process the company is in, bears different deadlines for reporting LKPM. Companies that are still in the development process are to report periodically every 3 months, as the following:

• LKPM must be submitted by April 10th of that year.

• LKPM must be submitted by July 10th of that year.

• LKPM must be submitted by October 10th of that year.

• LKPM must be submitted by January 10th of the following year.

For the companies that have obtained their business license, the LKPM will be submitted per semester (every 6 months), as the following:

• LKPM must be submitted the latest by July 10th of that year.

• LKPM must be submitted the by January 10th of the following year latest.

For representative offices, the LKPM is to be submitted once, by each of the end of the year.

Foreign investors must also be aware that for every company with a capital investment activity that covers more than one municipality/city, must submit LKPM for each municipalities/ city.

Companies that also have investments in multiple business sectors, must also report each business field in a separate report. For companies that are located in a free trade zone and free port zone as well as other specific economic zones, must submit LKPM to each of the heads of the zones concerned.

The companies who have already completed the merger, the newly-merged company must submit the LKPM for all capital investment activities as the result of the merger.

The companies must submit the LKPM in accordance with the forms as provided for in the BKPM Regulation on LKPM. Submission LKPM can be done in several ways:

The company must also appoint a responsible person to coordinate the making of the LKPM and the name of the person appointed must be submitted on written to BKPM using a form as provided in the BKPM Regulation on LKPM.

Companies that fail to submit LKPM are subject to administrative sanctions that can result in a revoked investment license or investment facility.