Navigating Indonesia’s Evolving Corporate Landscape: Bagus Enrico & Partners Provides Strategic Guidance Amid Regulatory Reform

Bagus SD Nur Buwono is the founding partner and managing partner of Bagus Enrico & Partners. With more than 25 years of experience in mergers and acquisitions, banking and finance, and corporate advisory, he brings deep practical insight to clients navigating Indonesia’s rapidly changing regulatory environment. Established in 2009, the firm has been led by Bagus since its inception, positioning it to deliver seasoned and strategic advice during this period of significant reform.

Indonesia’s corporate sector is undergoing accelerated reforms designed to streamline operations and increase transparency. Central to these changes is the Ministry of Law (“MoL”) Regulation No. 49 of 2025 (“ MoL Regulation 49/2025”), which took effect on 17 December 2025. MoL Regulation 49/2025 updates procedures for the formation, amendment, and dissolution of limited liability companies and tightens documentation and ministerial oversight for a range of corporate actions. It reinforces digital corporate administration through the Legal Entity Administration System (Sistem Administrasi Badan Hukum or “SABH”) and introduces revised submission and approval requirements for share transfers, changes in board composition, mergers and acquisitions, and amendments to articles of association.

In parallel, Government Regulation No. 28 of 2025 (“GR 28/2025”), refines the risk-based business licensing framework first established under Government Regulation No. 5 of 2021. GR 28/2025 expands the list of regulated sectors from 16 to 22 and introduces more structured licensing instruments such as supporting business licences for operational or technical sectoral requirements (Perizinan Berusaha Untuk Menunjang Kegiatan Usaha or “PB UMKU”). GR 28/2025 also introduces a deemed approval mechanism for 258 KBLI codes to accelerate approvals for many low-risk activities.

Foreign investor reporting and verification obligations have also been strengthened. The Indonesia Investment Coordinating Board (Badan Koordinasi Penanaman Modal or “BKPM”) Regulation No. 5 of 2025 (“BKPM Regulation 5/2025”), and MoL Regulation No. 2 of 2025 (“MoL Regulation 2/2025”), require annual updates on beneficial ownership and enhanced verification procedures intended to combat money laundering and terrorism financing. Meanwhile, Law No. 1 of 2025 concerning State Owned Enterprises (“SOE Law”), as amended by Law No. 16 of 2025, consolidates 99 percent of SOE shareholdings under Danantara and vests that holding entity with authority to approve capital changes, set strategic policy, and manage dividends. This significantly alters governance and approval pathways for transactions involving state entities.

These regulatory shifts intersect with broader legal reforms, including revisions to the Criminal Procedure Code and the implementation of a new Penal Code effective 2 January 2026, increasing the compliance stakes for corporate actors and requiring updates to internal controls and governance frameworks.

As a practitioner who has advised on cross border transactions, corporate restructurings, and banking operations, Bagus is well placed to help clients translate these reforms into practical compliance and business strategies. His track record consists of advising on complex mergers and acquisitions and finance transactions, leadership roles at international financial institutions, academic involvement at Universitas Gadjah Mada, and recognition in leading directories and awards, credentials that inform the firm’s pragmatic approach to regulatory change.

Under Bagus’s stewardship, the firm assists clients with preparing and submitting ministerial filings under MoL Regulation 49/2025, designing risk-based licensing roadmaps and PB UMKU strategies under GR 28/2025, implementing beneficial ownership reporting and verification programmes in line with BKPM Regulation 5/2025 and MoL Regulation 2/2025, and structuring transactions and partnerships involving state owned enterprises and Danantara under the SOE Law.

While the reforms aim to ease market entry and improve transparency, they also create new compliance obligations. Companies that combine thorough legal diligence with strategic planning will be best positioned to manage regulatory risk and seize growth opportunities. With Bagus’s long established leadership and deep sector knowledge, Bagus Enrico & Partners remains equipped to provide both compliance guidance and strategic counsel to clients operating in Indonesia’s evolving corporate landscape.