Is It Mandatory to Have a Notarial Deed Drawn Up for the Annual General Meeting?

As stipulated in Article 78(2) of Law No. 40 of 2007 on Limited Liability Companies ("Company Law"), the Annual GMS must be held no later than 6 (six) months after the end of the financial year. However, the Company Law does not expressly require every Annual GMS to be set out in a notarial deed. Article 90 of the Company Law only provides that minutes of the GMS must be prepared and signed by the chairperson of the meeting and at least one appointed shareholder, unless the minutes are made in the form of a notarial deed.

Therefore, under the Company Law, an Annual GMS can in principle be evidenced by ordinary meeting minutes without needing to be made in a notarial deed. Over time, this arrangement developed further with the enactment of Minister of Law Regulation Number 49 of 2025 ("Permenkum 49/2025"), specifically Article 16(2), which expressly states that approval of the annual report by the GMS must be set out in a notarial deed.

Furthermore, Article 16(3) requires that such approval be submitted to the Minister through a notary no later than 30 days from the date the deed is signed, while Article 16(5) requires the notarial deed on approval of the annual report as a supporting document for reporting through the Legal Entity Administration System (SABH). Accordingly, since Permenkum 49/2025 came into force, companies must also set out the approval of the annual report in a notarial deed, to subsequently be reported to the Minister through SABH.

Failure to comply with this obligation may result in administrative sanctions ranging from written warnings to the blocking of SABH access, as provided under Articles 17 and 18 of Permenkum 49/2025. Accordingly, although the Company Law does not require every Annual GMS to be made in a notarial deed, for the purposes of reporting and approval of the annual report as regulated under Permenkum 49/2025, the outcome of a GMS approving the annual report must be set out in a notarial deed.