{"id":144132,"date":"2026-07-14T08:56:51","date_gmt":"2026-07-14T08:56:51","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=144132"},"modified":"2026-07-16T12:27:18","modified_gmt":"2026-07-16T12:27:18","slug":"indonesia-capital-markets","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/indonesia-capital-markets\/","title":{"rendered":"Indonesia: Capital Markets"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-144132","comparative_guide","type-comparative_guide","status-publish","hentry","guides-capital-markets","jurisdictions-indonesia"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Assegaf Hamzah &amp; Partners<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/ahp-logo.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Assegaf Hamzah &amp; Partners<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/ahp-logo.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Capital Markets laws and regulations applicable in Indonesia<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of equity capital markets in your jurisdiction, including the major regimes, regulators and authorities.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The umbrella regulation governing capital markets in Indonesia is Law 8 of 1995 on Capital Markets as lastly amended by Law 4 of 2026 on the Amendment of Law 4 of 2023 on Development and Strengthening of Financial Sectors (\u201cCapital Markets Law\u201d). The Capital Markets Law regulates all aspects of capital markets in Indonesia, including the public offering and trading of equity securities.<\/p>\n<p>The Financial Services Authority (Otoritas Jasa Keuangan or \u201cOJK\u201d), established under Law 21 of 2011 on OJK (as amended) is the primary regulator and supervisor of capital market activities in Indonesia. OJK\u2019s mandate encompasses oversight, supervision, examination, and investigation of financial services by institutions engaged in banking, capital markets, insurance, pension funds, financing, and other financial sectors. In addition, OJK is responsible for issuing regulations, including those governing registration statement requirements for public offerings and private placements.<\/p>\n<p>In addition to OJK, listed companies in Indonesia are subject to the supervision of PT Bursa Efek Indonesia (\u201cIDX\u201d), the country\u2019s sole stock exchange. IDX is responsible for issuing listing and trading regulations, including disclosure and reporting requirements applicable to listed companies. One of the principal regulations governing the offering of equity securities is IDX Rule No. I-A on the listing of shares and equity securities.<\/p>\n<p>At the policy level, Indonesia has considered the demutualization of its stock exchange, namely the transition from a member-owned entity to a shareholder-owned corporate structure, as part of broader capital market development initiatives. This implementation of the plan is currently being formulated and developed jointly by relevant stakeholders, and is expected to involve amendments to prevailing laws and regulations.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of debt capital markets in your jurisdiction, including the major regimes, regulators and authorities, to the extent different from the above.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Capital Markets Law governs all aspects of Indonesia\u2019s capital markets, including the public offering and\/or private placement of debt securities. Where the framework differs from equity capital markets, debt capital markets are additionally subject to specific regulations on the issuance and offering of debt instruments, such as bonds and sukuk. These regulations address, among other matters, credit rating requirements, trustee arrangements, disclosure obligations, and the continuing obligations of the issuers.<\/p>\n<p>The primary regulators overseeing the offering of debt securities are the same authorities responsible for the offering of equity securities, namely OJK and IDX. One of the key regulations governing the offering of debt securities is IDX Rule No. I-B on the listing of debt securities. For sukuk issuances, compliance with applicable sharia principles and regulations is also required, including, where relevant, obtaining a sharia compliance opinion from the designated sharia authority.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there self-regulatory organizations with delegated regulatory powers? How significant is their role compared to the government regulator?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Indonesia\u2019s capital market framework includes self\u2011regulatory organizations (SROs) that are delegated certain regulatory and operational responsibilities, operating under the supervision of the government regulator, OJK.<\/p>\n<p>In addition to IDX, which regulates and operates the stock market and oversees listing, trading, and disclosure obligations, there are two other key SROs:<\/p>\n<p>a. PT Kliring Penjaminan Efek Indonesia (KPEI): responsible for clearing and settlement guarantee services for exchange transactions; and<\/p>\n<p>b. PT Kustodian Sentral Efek Indonesia (KSEI): responsible for central securities depository functions, including securities settlement, custody, and investor account administration.<\/p>\n<p>While these SROs play a significant role in ensuring orderly, fair, and efficient market operations, their authority is subordinate to OJK, which retains ultimate regulatory, supervisory, and enforcement powers.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the common exemptions for securities offering without prospectus and\/or regulatory registration in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Capital Markets Law, a public offering is defined as the offering of securities by an issuer to more than 100 parties, or the sale of securities to more than 50 parties within a specified amount and period. An issuer conducting a public offering must submit a registration statement to OJK and obtain an effective statement. Conversely, offerings made to no more than 100 parties and resulting in sales to no more than 50 parties are not considered public offerings and therefore do not require a registration statement.<\/p>\n<p>Also, article 70(2) of the Capital Markets Law provides that a registration statement is not required for the following offerings:<\/p>\n<p>a. Debt securities and\/or sukuk with a maturity of less than one year;<\/p>\n<p>b. Securities issued by and\/or guaranteed by the Indonesian government;<\/p>\n<p>c. Debt securities and\/or sukuk offered to professional investors by the Indonesia Deposit Insurance Corporation in the course of carrying out its duties and functions;<\/p>\n<p>d. Securities or commercial papers specifically governed by law; or<\/p>\n<p>e. Other securities offerings determined by OJK.<\/p>\n<p>In addition, under OJK Regulation 29\/POJK.04\/2021 on Offerings Classified as Non-Public Offerings and OJK Circular Letter 33\/SEOJK.04\/2022 on Guidelines for Implementing Securities Offerings Not Classified as Public Offerings, a securities offering will not be deemed a public offering in Indonesia, and therefore will not require a registration statement, if:<\/p>\n<p>a. the total value of the offering does not exceed IDR 5 billion; and<\/p>\n<p>b. the offering is conducted either in a single tranche or through multiple offerings within a 12-month period.<\/p>\n<p>OJK may also impose different thresholds in certain circumstances, including when:<\/p>\n<p>a. The securities offering is conducted by a supranational institution;<\/p>\n<p>b. The securities offering involves equity securities issued by a foreign company listed on the stock exchange or a public company directed to its employees, directors, and\/or commissioners and\/or controlled entities;<\/p>\n<p>c. The securities offering is intended to support financial market deepening; and\/or<\/p>\n<p>d. The securities offering is intended to advance government policies.<\/p>\n<p>In addition, OJK Regulation 30\/POJK.04\/2019 on the Issuance of Debt-Linked Securities and\/or Sukuk Without a Public Offering stipulates that the issuance of debt securities and\/or sukuk with a value of at least IDR1 billion does not require the submission of a registration statement or the distribution of a prospectus.<\/p>\n<p>However, for non-public offerings governed under OJK Regulation 29\/POJK.04\/2021 and OJK Regulation 30\/POJK.04\/2019, the issuer is still required to submit offering documents to the OJK and obtain OJK\u2019s stipulation (<em>penetapan OJK<\/em>). These documents include: (i) an application letter for the stipulation of the securities offering (Surat Permohonan Penetapan); (ii) an information memorandum for subscribers, and (iii) a credit rating from a licensed rating agency, which is mandatory for offerings issued by parties other than issuers or public companies under OJK Regulation 30\/POJK.04\/2019.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the insider trading regulations and describe what a public company would generally do to prevent any violation of such regulations.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The elucidation of Article 95 of the Capital Markets Law defines an \u201cinsider\u201d as:<\/p>\n<p>i. A commissioner, director, or employee of the issuer or public company;<\/p>\n<p>ii. A substantial shareholder (pemegang saham utama) of the issuer or public company;<\/p>\n<p>iii. Any individual who, due to his or her position, profession, or business relationship with the issuer or public company, has access to material non-public information (as defined below); or<\/p>\n<p>iv. Any individual who, within the past six months, fell within one of the categories set out in points (i) to (iii) above.<\/p>\n<p>The Capital Markets Law prohibits insiders who possess inside information from:<\/p>\n<p>i. Trading in the securities of the relevant public company;<\/p>\n<p>ii. Influencing other parties to trade in the securities of the public company; or<\/p>\n<p>iii. Disclosing inside information to other parties where it is reasonable to expect that such information will be used in securities trading.<\/p>\n<p>Insider information, also referred to as \u201cmaterial non-public information\u201d, consists of information or facts that could influence the price of securities and\/or the investment decisions of existing or potential investors, which are possessed by an insider and are not yet publicly available (\u201cMNPI\u201d).<\/p>\n<p>OJK Regulation 78\/POJK.04\/2017 on Unrestricted Securities Transaction for Insider provides that certain securities transactions are excluded from the definition of insider transactions. These include:<\/p>\n<p>i. A securities transaction conducted outside the IDX between insiders of the same issuer or public company who possess the same MNPI (i.e., over-the-counter transaction); or<\/p>\n<p>ii. A securities transaction between:<\/p>\n<p>a. An insider of an issuer or public company who possesses MNPI; and<\/p>\n<p>b. A person that is not an insider of such issuer or public company or another company that is engaged in transaction with such issuer or public company (\u201cnon-insider\u201d), provided that the transaction is performed outside IDX and comply with these requirements:<\/p>\n<p>1. The insider has given all its MNPI to the non-insider;<\/p>\n<p>2. The non-insider does not use the MNPI except in connection with the securities transaction with the insider;<\/p>\n<p>3. The non-insider has given a written statement to the insider who shared the MNPI stating that the non-insider will keep confidential the MNPI received and will not use the MNPI for any purpose other than in connection with the securities transaction with the insider; and<\/p>\n<p>4. The non-insider will not conduct any transaction for the securities of the issuer or public company or any other company that is involved in a transaction with such issuer or public company for six months from the date of provision of MNPI, other than the securities transaction with the insider.<\/p>\n<p>Although there are no specific obligations, a public company may establish their internal insider trading policies to minimise potential violations by employees or management. These policies often include:<\/p>\n<p>i. Trading \u201cblackouts\u201d for insiders during periods close to the release of financial statements;<\/p>\n<p>ii. Information barriers to prevent MNPI from being disclosed to other employees or members of management; and<\/p>\n<p>iii. Publication of MNPI, such as through publication on the company\u2019s website.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the potential prospectus liabilities in your market. What type of sanctions or disciplinary measures can be imposed by regulators for violations of securities regulations?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Capital Markets Law, parties involved in a public offering may be subject to liability for any untrue statement of a material fact or any omission of a material fact that is required to be disclosed in a prospectus or other offering document, if such misstatement or omission makes the disclosure misleading. Any claim arising from a material misleading statement or omission in a prospectus or registration statement must be filed within five years from the date the registration statement becomes effective.<\/p>\n<p>Prospectus liability is governed by the Capital Markets Law, OJK Regulation 33\/POJK.04\/2015 on Form and Contents of Prospectus for Capital Increase with Pre-Emptive Rights, OJK Regulation 8\/POJK.04\/2017 on Form and Contents of Prospectus and Abridged Prospectus for Equity Public Offerings, and OJK Regulation 9\/POJK.04\/2017 on Form and Contents of Prospectus and Abridged Prospectus for Debt Public Offerings. These regulations provide that liability for material misleading statements or omissions in a prospectus or other registration statement documents may be imposed on:<\/p>\n<p>i. Any party that signed the registration statement including the prospectus;<\/p>\n<p>ii. Members of the Board of Directors and Board of Commissioners of the company when the registration statement became effective;<\/p>\n<p>iii. Underwriters; and<\/p>\n<p>iv. Capital market professionals whose opinions or statements are included in the registration statement with their consent.<\/p>\n<p>Such parties may be held jointly or severally liable for losses suffered by investors as a result of material misleading statements or omissions. However, underwriters and capital market professionals may avoid liability if they can demonstrate that they acted professionally and exercised due care in verifying the accuracy of the statements and disclosures, and that no material facts known to them were omitted.<\/p>\n<p>In addition to the above, OJK has broad supervisory and enforcement powers and may issue written orders requiring relevant parties to take or refrain from certain actions to ensure compliance with capital market regulations, prevent losses to investors, and protect the interests of public shareholders. OJK may also impose administrative sanctions, including written warnings, fines, limitations or suspensions of business activities, revocation of licences, cancellation of approvals, and cancellation of the registration statement.<\/p>\n<p>Moreover, criminal sanctions may also be imposed on parties who intentionally deceive or cause harm to others, or who mislead OJK. Prohibited conduct includes destroying, erasing, altering, concealing, or falsifying records of licensed entities, including issuers and public companies. These offences are punishable by imprisonment for a term of one to five years and fines of between IDR1.5 billion and IDR50 billion.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to shareholders of public companies in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Capital Markets Law provides, among others, the following remedies and protections for shareholders of a public company:<\/p>\n<p>i. Any party suffering losses due to a violation may claim compensation from the responsible party, either individually or jointly with other affected parties;<\/p>\n<p>ii. Any party may seek compensation from the signatories to the registration statement, members of the board of directors and board of commissioners, lead underwriters, and other capital market professionals involved in the offering for losses caused by false or misleading information in the registration statement, provided that such claims are brought within five years from the date the registration statement becomes effective; and<\/p>\n<p>iii. Investors may claim compensation from one or more underwriters for losses suffered as a result of the underwriters\u2019 negligence.<\/p>\n<p>Under Law 40 of 2007 on Limited Liability Companies (as amended) (\u201cCompanies Law\u201d), a shareholder may request the company to buy back their shares at fair market value if the shareholder objects to any of the following actions that may cause harm to the shareholder or the company:<\/p>\n<p>i. Amendments to the articles of association;<\/p>\n<p>ii. The transfer or encumbrance of assets with a value exceeding 50% of the company\u2019s net assets; or<\/p>\n<p>iii. A merger, consolidation, acquisition, or spin-off.<\/p>\n<p>If the company suffers losses due to the board of directors\u2019 fault or negligence, shareholders representing at least 1\/10 of the total number of shares with voting rights may call an extraordinary general meeting of shareholders (\u201cGMS\u201d) or bring claims to a district court against relevant directors. If there is a change of control in the public company, the new controller must conduct a mandatory tender offer (\u201cMTO\u201d) to the remaining shareholders. Lastly, if a public company delists or converts into a private company, minority shareholders may exit through a voluntary tender offer or a share buyback, subject to the requirement that the number of shareholders is reduced to fewer than 50.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to debt securities holders in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The key remedies for bondholders are among others:<\/p>\n<p>i. The trustee (wali amanat) must compensate bondholders for losses arising from the trustee\u2019s negligence in carrying out its duties; and<\/p>\n<p>ii. The bondholders may enforce the contractual obligations under the trust agreement (perjanjian perwaliamanatan) by, among others, instructing the issuer to make mandatory pre-payment in the event of a continuing default, enforcing any collateral granted, and filing a bankruptcy or suspension of payment claim against the issuer.<\/p>\n<p>In the case of bonds issued through a non-public offering, the available remedies are generally governed by the relevant transaction documents. Depending on the structure, bondholders may exercise their rights directly or through an arranger.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the expected outlook in fund raising activities (equity and debt) in your market in 2026.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Fundraising activities in Indonesia\u2019s equity and debt capital markets are expected to remain challenging in 2026 amid a combination of domestic and global pressures. The sustained depreciation of the Indonesian rupiah, combined with prolonged weakness in the IDX Composite Index (IHSG) and broadly negative equity market performance, has dampened investor sentiment. These domestic pressure have been compounded by external factors, including persistent geopolitical tensions, a prolonged &#8220;higher for longer&#8221; interest rate environment in major economies, and continued uncertainty surrounding global trade and capital flows. Together, these factors have contributed to heightened market volatility and a more cautious approach among both domestic and international investors.<\/p>\n<p>Notwithstanding these headwinds, Indonesia\u2019s capital market outlook in 2026 remains cautiously resilient. While the initial public offering (\u201cIPO\u201d) pipeline remains visible, the number of transactions and aggregate fundraising volumes have declined compared to corresponding period in the previous year. During the first half of 2025, approximately 21 companies completed IPOs, whereas only 7 companies had listed during the same period in 2026, reflecting a more subdued issuance environment and a cautious approach by issuers amid prevailing market conditions.<\/p>\n<p>As a result, prospective issuers, and underwriters have adopted a more prudent approach to timing and valuation. Market participants generally expect fundraising momentum to be increasingly driven by issuers with strong fundamentals, clear and sustainable business models, and compliance with enhanced corporate governance and free float requirements. In parallel, government and regulatory initiatives to deepen the capital market, improve regulatory clarity, and encourage participation by domestic institutional investors are expected to provide structural support, suggesting that capital market performance in 2026 will be shaped more by policy execution and issuer quality than by short term market sentiment.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the essential requirements for listing a company in the main stock exchange(s) in your market? Please describe the simplified regime (if any) for companies seeking listing or dual-listing in your market. What are the estimated costs and timelines for completing a listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The essential requirements for a company to list on IDX are as follows:<\/p>\n<p>i. The issuer must be a limited liability company (perseroan terbatas);<\/p>\n<p>ii. The issuer must have obtained an effective statement from OJK;<\/p>\n<p>iii. If the issuer is a subsidiary or a parent company of a listed company whose financial statements are consolidated, the prospective issuer must:<\/p>\n<p>a. Submit an independent appraisal report confirming that both companies can continue their respective businesses if they are no longer affiliated; and<\/p>\n<p>b. Provide a statement that the issuer will continuously meet the listing requirements, supported by audited proforma financials;<\/p>\n<p>iv. The issuer must ensure that its IPO share price is at least IDR100;<\/p>\n<p>v. If the issuer intends to issue warrants with the IPO, the warrant price must be at least 90% of the offering price or the initial share price, and at minimum equal to the nominal value of the shares;<\/p>\n<p>vi. The issuer must enter into an underwriting agreement with underwriters, with the underwriting fully committed;<\/p>\n<p>vii. The shares must be registered with the Indonesian Central Securities Depository (PT Kustodian Sentral Efek Indonesia or KSEI);<\/p>\n<p>viii. The issuer must satisfy at least one of the following matters:<\/p>\n<p>a. Have at least one member of the Board of Directors or an employee to prepare the financial statement, holding a professional accounting competency certificate issued by a recognized professional organization in Indonesia or an international professional organization; or<\/p>\n<p>b. Appoint a practicing accountant or public accountant to prepare the financial statement, if the prospective issuer does not have an internal party qualified to do so.<\/p>\n<p>ix. The Board of Directors, the Board of Commissioners, and the Audit Committee of the prospective issuer must have participated in and completed continuing education programs related to the capital market and corporate governance.<\/p>\n<p>Securities may be listed on the Main Board, New Economy Board, Development Board, or Acceleration Board, each with specific requirements based on the prospective issuer\u2019s financial performance. In particular, to qualify for listing on the Main Board, the prospective issuer must record positive retained earnings in the latest financial statement.<\/p>\n<p>Furthermore, the costs of a listing generally comprise (i) regulatory fees payable to the OJK, including fees in connection with the filing and registration statement process, (ii) IDX listing fees, (iii) fees of professional advisors, such as underwriters, legal counsel, auditors, appraisers and share registrars, and (iv) other transaction-related expenses. The overall costs will depend on various factors, including the size and complexity of the offering, the scope of due diligence required, the number of advisors involved and the proposed fundraising amount.<\/p>\n<p>In terms of timing, an IPO process in Indonesia typically takes approximately four to six months from the commencement of preparatory work to listing, although the actual timeline may vary depending on the issuer&#8217;s readiness, pre-IPO corporate restructuring requirements (if any), the duration of regulatory review and prevailing market conditions.<\/p>\n<p>As of the date of this guideline, IDX has not issued regulations to simplify the requirements for dual listing. Nonetheless, dual listing, where a company is listed both on IDX and a foreign stock exchange, is possible. For instance, PT Telkom Indonesia (Persero) Tbk has listed its American Depository Receipts (ADRs) on the New York Stock Exchange. Although Indonesian regulations permit such instruments, they continue to be rarely used.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are weighted voting rights in listed companies allowed in your market? What special rights are allowed to be reserved (if any) to certain shareholders after a company goes public?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Companies Law, each share generally carries one voting right, unless otherwise provided in the articles of association. For public companies, all issued shares must confer equal rights to shareholders, except in cases where a multiple voting share structure is permitted. In addition, Indonesian law recognizes certain special classes of shares in State-Owned Enterprises (BUMN), including the Series A Dwiwarna Share, which is typically held by the Government of Indonesia and carries specific governance and veto rights on reserved matters, regardless of the Government\u2019s percentage shareholding.<\/p>\n<p>A further exception applies to certain public companies through the use of multiple voting shares (\u201c<strong>MVS<\/strong>\u201d), which allow eligible shareholders to exercise voting rights disproportionate to their economic ownership. The MVS regime is regulated under OJK Regulation 22\/POJK.04\/2021 on the Implementation of Share Classifications with Multiple Voting Rights by Issuers with Innovation and High Growth Conducting Public Offerings. This regulation has been partially revoked by OJK Regulation 9 of 2025 on the Dematerialisation of Equity Securities and the Management of Unclaimed Assets in the Capital Market, which eliminated provisions allowing the issuance of MVS in script format under certain conditions. As of today, PT GoTo Gojek Tokopedia Tbk remains the only listed company applying the MVS structure.<\/p>\n<p>MVS refers to a share classification that grants its holder more than one vote per share. A public company may issue MVS if it meets the following criteria:<\/p>\n<p>a. It employs specific technology to develop innovative products that enhance productivity, economic growth, and social benefits;<\/p>\n<p>b. Its shareholders have made significant contributions to the utilisation of such technology;<\/p>\n<p>c. It possesses minimum asset of IDR 2 trillion;<\/p>\n<p>d. It has carried out its business activities for at least three years prior to submitting a registration statement to the OJK;<\/p>\n<p>e. Its compound annual growth rate (\u201cCAGR\u201d) of total assets over the last three years is at least 20%;<\/p>\n<p>f. Its revenue CAGR over the last three years is at least 30%;<\/p>\n<p>g. It has not previously conducted an IPO; and<\/p>\n<p>h. It satisfies any other requirements determined by the OJK.<\/p>\n<p>Moreover, a public company must ensure that its articles of association regulate:<\/p>\n<p>a. The classification of shares and the rights attached to each class;<\/p>\n<p>b. The criteria for parties eligible to hold MVS;<\/p>\n<p>c. The ratio of voting rights between MVS and ordinary shares;<\/p>\n<p>d. A limitation whereby no shareholder (whether holding MVS or ordinary shares) may exercise more than 90% of the total voting rights, including provisions on the treatment of shareholders exceeding this threshold;<\/p>\n<p>e. Equal voting power of MVS and ordinary shares with respect to matters that must be resolved at a GMS;<\/p>\n<p>f. The term of MVS and any possible extension;<\/p>\n<p>g. The conditions that may trigger the conversion of MVS into ordinary shares prior to the expiration of the MVS term; and<\/p>\n<p>h. The treatment of differing votes cast by MVS holders in a GMS, whereby a lesser vote is deemed to align with the majority vote of MVS holders.<\/p>\n<p>MVS may be implemented for a maximum period of 10 years from the effective date of the IPO, which may be extended for an additional 10 years if approved by the company\u2019s independent shareholders. Apart from the expiry of the MVS period, the MVS will convert into ordinary shares under the following circumstances:<\/p>\n<p>i. The MVS holder passes away or is placed under conservatorship, and the MVS is not transferred to another eligible MVS holder or designated party within six months;<\/p>\n<p>ii. The MVS holder transfers their MVS to a party not designated as eligible in the IPO prospectus;<\/p>\n<p>iii. The MVS holder, individually or jointly, holds no more than 50% of the issuer\u2019s total voting rights, and this condition is not remedied within six months;<\/p>\n<p>iv. If the MVS holder is a legal entity, it ceases to fulfil the eligibility criteria described above; or<\/p>\n<p>v. If the MVS holder is a director of the issuer and ceases to serve as a director or is unable to perform their duties as a director pursuant to a decision by the relevant authority (including OJK).<\/p>\n<p>Aside from MVS, a listed company in Indonesia are not permitted to issue multiple classes of shares with different rights.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key minority shareholder protection mechanisms in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Generally, capital markets laws and regulations protect public shareholders (including minority shareholders) and ensure equal access to information for stakeholders by requiring public companies to disclose material information publicly.<\/p>\n<p>Additional mechanisms safeguarding minority shareholder include:<\/p>\n<p>i. The right to call a General Meeting of Shareholders by one or more shareholders representing at least 1\/10 of the total shares with valid voting rights, or a lower threshold if specified in the public company\u2019s articles of association;<\/p>\n<p>ii. The right to request a buyback of shares if they dissent from certain corporate actions (e.g. merger, acquisition, consolidation, or spin-off);<\/p>\n<p>iii. Requirements for disclosure, fairness opinions, and in certain cases, approval by independent shareholders for specific transactions (e.g., material transactions, affiliated transactions, or conflict-of-interest transactions);<\/p>\n<p>iv. The right to tender their shares to a new controller through a Mandatory Tender Offer (MTO) in the event of a change of control; and<\/p>\n<p>v. In the event of liquidation of an issuer or public company, public shareholders holding less than 5% of shares and meeting independence criteria (i.e., not being directors, commissioners, controlling shareholders, key employees, or their affiliates or nominees) are granted priority over non-public shareholders in the distribution of remaining liquidation assets, following concurrent creditors.<\/p>\n<p>Please also refer to our responses to Questions 7, 8 and 15 regarding protection of minority shareholders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a takeover code available in your jurisdiction? If so, does it provide for the ability to squeeze out minority shareholders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Indonesia has a takeover regime governing acquisitions of public companies, primarily regulated under OJK Regulation 9\/POJK.04\/2018 on the Acquisition of Public Companies, together with related rules on disclosure and minority shareholder protection.<\/p>\n<p>Under OJK Regulation 9\/POJK.04\/2018, any party acquiring control of a public company is generally required to conduct a mandatory tender offer (MTO) for the remaining shares held by public shareholders. The MTO must be carried out at a regulated price and within a prescribed period. This framework is designed to protect minority shareholders by ensuring they have the opportunity to exit the company at a fair value following a change of control.<\/p>\n<p>Indonesia\u2019s Capital Markets Law does not provide a statutory squeeze\u2011out mechanism that would allow a controlling shareholder to compulsorily acquire minority shares once a certain ownership threshold is reached. Consequently, minority shareholders cannot be forced to sell their shares solely on the basis of shareholding percentage following a takeover. They retain their shares unless they voluntarily tender them under the MTO or agree to a separate transaction approved in accordance with applicable laws.<\/p>\n<p>If a controlling shareholder seeks to take a company private through voluntary delisting, additional protections apply under applicable OJK and IDX regulations. The process generally requires either a tender offer by the controlling shareholder or a share buyback by the listed company, directed at public shareholders at a price intended to reflect fair value. Minority shareholders who choose not to participate may retain their shares; however, the practical liquidity of those shares will be significantly reduced once the company is delisted.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the common types of transactions involving public companies in your jurisdiction that require regulatory scrutiny and\/or disclosure?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Transactions that commonly trigger regulatory scrutiny and disclosure obligations include IPOs, rights issues, private placements, debt securities issuances, tender offers, going-private transactions and delistings, public mergers, public acquisitions, material transactions, affiliated transactions, changes in business activities, share buybacks, and conflict-of-interest transactions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the scope of related parties and introduce any special regulatory approval and disclosure mechanism in place for related parties\u2019 transactions.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under OJK Regulation 42\/POJK.04\/2020 on Affiliated Party Transactions and Conflict of Interest Transactions (\u201cOJK Regulation 42\u201d), an affiliated transaction is defined as any activity or transaction conducted by a public company or its controlled company with an affiliate of the public company or its directors, commissioners, major shareholders, or controllers. This also includes activities or transactions carried out for the benefit of such affiliates.<\/p>\n<p>An affiliate (\u201cAffiliate\u201d) relationship may arise from:<\/p>\n<p>i. A family relationship by marriage up to the second degree, both horizontally and vertically, including relationships between a person and:<\/p>\n<p>a. Their spouse;<\/p>\n<p>b. Parents-in-law or children-in-law;<\/p>\n<p>c. Grandparents-in-law or grandchildren-in-law;<\/p>\n<p>d. Relatives of the spouse including their spouse; or<\/p>\n<p>e. The spouse and their relatives.<\/p>\n<p>ii. A family relationship by descent up to the second degree, both horizontally and vertically, including relationships between a person and:<\/p>\n<p>a. Parents and children;<\/p>\n<p>b. Grandparents and grandchildren; or<\/p>\n<p>c. Other relatives.<\/p>\n<p>iii. A relationship between a party and its employee, director, or commissioner;<\/p>\n<p>iv. A relationship between two or more companies with at least one common director, commissioner, committee member, or supervisor;<\/p>\n<p>v. A relationship between a company and another party that directly or indirectly controls, or is controlled by, that company in determining management and\/or policies;<\/p>\n<p>vi. A relationship between two or more companies that are directly or indirectly controlled, by the same party in determining their management and\/or policies; or<\/p>\n<p>vii. A relationship between a company and its major shareholders who directly or indirectly hold at least 20% of the company\u2019s voting rights.<\/p>\n<p>In an affiliate transaction, a public company must, among others:<\/p>\n<p>i. Obtain an appraisal report and\/or fairness opinion prepared by an independent appraiser registered with OJK, to determine the fair value of the object of the affiliated transaction and\/or the fairness of such transaction;<\/p>\n<p>ii. Prepare and announce a disclosure of information to the public, including a summary of the fairness opinion, within two business days after the transaction becomes final and binding. Where the affiliated transaction requires approval by independent shareholders at a GMS, such disclosure must be made on the same date as the GMS announcement;<\/p>\n<p>iii. Submit evidence of the disclosure and supporting documents to the OJK; and<\/p>\n<p>iv. Obtain approval from independent shareholders at the GMS if:<\/p>\n<p>a. The affiliated transaction\u2019s value exceeds the materiality threshold (as governed under OJK Regulation No. OJK Regulation 17\/POJK.04\/2020 on Material Transaction and Change of Business Activities;<\/p>\n<p>b. The affiliated transaction may disrupt the public company\u2019s business continuity;<\/p>\n<p>c. Based on its discretion, OJK considers that the affiliated transaction requires an independent GMS approval; and\/or<\/p>\n<p>d. The transaction is a conflict-of-interest transaction.<\/p>\n<p>Independent shareholders are shareholders of the public company who:<\/p>\n<p>i. Have no economic interest in the relevant transaction; and<\/p>\n<p>ii. Are not:<\/p>\n<p>a. A director, commissioner, major shareholder, or controller of the public company; or<\/p>\n<p>b. An Affiliate of any director, commissioner, major shareholder, or controller of the public company.<\/p>\n<p>Under OJK Regulation 42, the following transactions are exempt from the fairness opinion and shareholders\u2019 approval requirements, however a report to OJK within two business days must still be submitted by the public company, if:<\/p>\n<p>i. The transaction is conducted to implement a law, regulation, or court decision;<\/p>\n<p>ii. The transaction is between: (a) the public company and its controlled company where the public company holds 99% ownership; (b) controlled companies where the public company owns 99% of the shares of the controlled companies; (c) a controlled company with a company owned 99% by the controlled company;<\/p>\n<p>iii. The transaction value does not exceed 0.5% of the public company\u2019s paid-up capital or IDR5 billion, whichever is lower;<\/p>\n<p>iv. The transaction involves a loan received directly from, or a guarantee provided to, domestic or foreign banks, venture capital companies, financing companies, or infrastructure financing companies, for loans directly received by the public company or its controlled company;<\/p>\n<p>v. The transaction involves an increase or decrease in capital participation in a subsidiary to maintain the public company\u2019s shareholding percentage within one year from the implementation of such capital participation; and<\/p>\n<p>vi. The transaction is carried out for the purpose of restructuring a public company controlled, directly or indirectly, by the government.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key continuing obligations of a substantial shareholder and controlling shareholder of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under IDX Rule No. I-A, the controlling shareholder of a prospective listed company is subject to a mandatory lock-up requirement, pursuant to which it must retain control and is prohibited from transferring, in whole or in part, its shareholding for a minimum period of 12 months from the listing date (or such other period as may be determined by IDX). This requirement applies not only at the point of listing but also constitutes an ongoing obligation of the controlling shareholder, who must continue to comply with and maintain the lock-up restrictions throughout the prescribed period. Where a change of controlling shareholder is contemplated and disclosed in the prospectus, the same lock-up obligation extends to the incoming controlling shareholder, who must also comply with the restriction for the full lock-up period.<\/p>\n<p>Further, under OJK Regulation No. 4 of 2024 on Reports of Share Ownership or Any Changes in Share Ownership of Public Companies and Reports on Encumbrance of Shares in Public Companies, any shareholder holding 5% of the voting shares in a public company must report its ownership and any changes to it, namely any change in the first decimal place of its shareholding, to the OJK within five business days (or within three business days once the OJK electronic reporting system is implemented). For instance, a shareholder holding 5.1% of the shares and increasing its shareholding to 6.2% must report the 1.1% increase. However, no reporting obligation arises for an increase from 6.1% to 6.99%, as there is no change in the first decimal place. The same reporting obligation applies to any shareholder that encumbers at least 5% of its voting shares.<\/p>\n<p>Furthermore, under OJK Regulation No. 45 of 2024 on Development and Reinforcement of Issuers and Public Companies, a controller of a public company is responsible for certain key actions related to the company, including at least the following:<\/p>\n<p>i. Holding the annual GMS;<\/p>\n<p>ii. Attending the GMS;<\/p>\n<p>iii. Ensuring the business continuity of the public company; and<\/p>\n<p>iv. Appointing members of the company\u2019s board of directors and board of commissioners.<\/p>\n<p>A controller of a public company may also be held responsible for losses incurred by the public company where such losses arise from the controller\u2019s bad faith use of the company for personal benefit, involvement in unlawful acts, or improper use of the company\u2019s assets resulting in insufficient resources to meet its financial obligations. Such responsibility may be determined based on a resolution of Independent GMS, a court decision, or a determination by OJK.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What corporate actions or transactions require shareholders\u2019 approval?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Certain corporate actions and transactions require shareholder approval through a general meeting of shareholders (GMS). The approval threshold depends on the nature of the transaction and the provisions of the company\u2019s articles of association.<\/p>\n<p>Corporate actions that typically require shareholders\u2019 approval include, among others:<\/p>\n<p>i. IPO;<\/p>\n<p>ii. Merger, consolidation, acquisition, spin-off, or dissolution;<\/p>\n<p>iii. Increase or reduction in authorised capital or issued and paid-up capital of the company;<\/p>\n<p>iv. Appointments and dismissals of members of the board of directors and board of commissioners;<\/p>\n<p>v. Amendments to articles of association;<\/p>\n<p>vi. Any other transactions that require shareholders\u2019 approval under the company\u2019s articles of association and the Companies Law.<\/p>\n<p>In addition, for public companies, additional shareholder approval requirements may arise under OJK regulations. Depending on the nature of the transaction, approval may be required either from the shareholders generally or, in certain cases, specifically from independent shareholders. Transactions that may require GMS approval include, among others, material transactions, changes in business activities, share buybacks in certain circumstances, and other transactions that may materially affect shareholders\u2019 interests. Certain transactions are also subject to approval by independent shareholders. These include, among others, capital increases without pre-emptive rights (non-HMETD\/private placements), affiliated party transactions involving a conflict of interest, and certain material transactions that also constitute affiliated party transactions and exceed the applicable regulatory thresholds.<\/p>\n<p>Specifically with respect to material transactions, any transaction that fulfils the following criteria requires shareholders\u2019 approval:<\/p>\n<p>i. The transaction value exceeds 50% of the public company\u2019s equity;<\/p>\n<p>ii. The total assets of the transaction object divided by the total assets of the public company exceeds 50%;<\/p>\n<p>iii. The net profit of the transaction object divided by the net profit of the public company exceeds 50%;<\/p>\n<p>iv. The revenue of the transaction object divided by the revenue of the public company exceeds 50%; or<\/p>\n<p>v. If the public company has negative equity, a transaction will be material if it constitutes more than 25% of the total assets of the public company (\u201cMateriality Threshold\u201d).<\/p>\n<p>The criteria listed in point (ii) to (iv) are applicable only to the acquisition and disposal of a company or business<br \/>\nsegment.<\/p>\n<p>Certain transactions referred above include, among others:<\/p>\n<p>i. Any investment or participation in a company, project and\/or business activities;<\/p>\n<p>ii. Any purchase, sale, usage, exchange of assets or business segments;<\/p>\n<p>iii. Any acquisition, disposal, and\/or use of services;<\/p>\n<p>iv. The lease of assets;<\/p>\n<p>v. Financing transactions;<\/p>\n<p>vi. The granting of security over the company\u2019s assets and\/or those of its controlled companies; and<\/p>\n<p>vii. The provision of corporate guarantees.<\/p>\n<p>The Materiality Threshold is calculated based on the most recent of the company\u2019s:<\/p>\n<p>i. Audited financial statements;<\/p>\n<p>ii. Quarterly financial statements with an accountant\u2019s report with limited review or audit results (March, June or September); or<\/p>\n<p>iii. Audited interim financial statement other than those stated in point (ii) above.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are public companies required to engage any independent directors? What are the specific requirements for a director to be considered \u201cindependent\u201d?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>As of 2018, IDX no longer requires a public company to appoint independent director(s).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What financial statements are required for a public equity offering? When do financial statements go stale? Under what accounting standards do the financial statements have to be prepared?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Financial statements must be prepared in accordance with Indonesian Financial Accounting Standards. Under OJK Regulation No. 7\/POJK.04\/2017 on Registration Statement Documents for Public Offerings of Equity, Debt and\/or Sukuk, an issuer must submit audited financial statements for the last three years and an interim audited financial statement (if any).<\/p>\n<p>IDX also imposes requirements on the auditor\u2019s opinion on financial statements, depending on the listing board chosen:<\/p>\n<table>\n<tbody>\n<tr>\n<td width=\"240\"><strong>Main Board \/ New Economy Board<\/strong><\/td>\n<td width=\"240\"><strong>Development Board<\/strong><\/td>\n<td width=\"240\"><strong>Acceleration Board<\/strong><\/td>\n<\/tr>\n<tr>\n<td width=\"240\">Audited financial statements <strong>for the past three consecutive years<\/strong>, and the latest two audited financial statements as well as the latest audited interim financial statements, must have obtained unqualified opinions.<\/td>\n<td width=\"240\">Audited financial statements for the past one year and the latest audited interim financial statements (if any) must have obtained an unqualified opinion.<\/td>\n<td width=\"240\">Audited financial statements for the past one year or during establishment (if the issuer has not existed for a year), must have obtained an unqualified opinion.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>Financial statements for a public offering will be considered stale if more than six months have elapsed by the time the registration statement becomes effective. In such cases, the issuer must provide the latest audited interim financial statements to ensure that the disclosures remain current.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key environmental, social, and governance (ESG) and sustainability requirements in your market. Additionally, what are the most significant recent changes or potential upcoming changes in this area?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Generally, prospectus or information memorandum for ESG-labelled bonds and sukuk must include a dedicated section disclosing relevant ESG regulations, policies, risks, and sustainability frameworks. OJK Regulation No. 18 of 2023 on Issuance and Requirements of Sustainable Debt and Sukuk Securities (\u201cOJK Regulation 18\u201d) regulates the issuance of green bonds, green sukuk, social bonds\/sukuk, sustainability bonds\/sukuk, sukuk-linked waqf and sustainability-linked bonds\/sukuk. The proceeds of these securities must be allocated to activities aligned with ESG objectives.<\/p>\n<p>In addition to the above, issuers and public companies are required to prepare and submit a sustainability report to OJK annually, either as a standalone report or as part of the annual report. The sustainability report, which will be made publicly available, must disclose the issuer\u2019s or public company\u2019s economic, financial, social, and environmental performance in conducting sustainable business practices.<\/p>\n<p>Some key recent changes related to ESG in the Indonesian capital markets are:<\/p>\n<p>i. OJK Regulation 18 replaces OJK Regulation 60\/POJK.04\/2017 on Issuance and Requirements of Green Bonds. The key difference is the widened scope that also covers sharia sustainable securities and private placement.<\/p>\n<p>ii. In 2023, OJK was granted authority to regulate and supervise financial services activities in the carbon exchange sector operated by IDX. OJK has issued OJK Regulation No. 14 of 2023 on Carbon Trading through Carbon Exchanges and OJK Circular Letter No. 12\/SEOJK.04\/2023 on Procedures for Organising Carbon Trading through Carbon Exchanges. Carbon units are treated as securities and may be traded directly between parties or through the carbon exchange.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are trust structures adopted for issuing debt securities in your jurisdiction? What are the typical trustee\u2019s duties and obligations under the trust structure after the offering?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Indonesia, the trust structure was introduced for the first time under Law No. 4 of 2023 on Development and Strengthening of Financial Sectors, under which a trustee (pengelola dana perwalian) carries out trust fund management activities. Previously, the only recognised form of trust was in the context of bond issuance, represented by a trustee (\u201cwali amanat\u201d), who acts for and on behalf of bondholders in and out of court and enters into a trust deed agreement (\u201cperjanjian perwaliamanatan\u201d) with the issuer. Under the Capital Markets Law, wali amanat acts based on the power of attorney given by the bondholder stipulated in the perjanjian perwaliamanatan. Its duties include representing bondholders in and out of court, monitoring the issuer and its financial condition (to ensure sufficient funds to pay interest and principal), and convening bondholder meetings to approve amendments to the bonds.<\/p>\n<p>Rights and obligations of wali amanat and bondholders are regulated under perjanjian perwaliamanatan. Prior to the execution of perjanjian perwaliamanatan, wali amanat must:<\/p>\n<p>i. conduct due diligence on the issuer, covering site visits or inspections of the issuer and\/or financed project, the amount and type of securities to be issued, the issuer\u2019s financial capacity before and during the term of the securities, financial and other risks affecting business continuity, any actual or potential conflicts of interest with wali amanat, valuation of collateral by an OJK-registered appraiser, credit ratings issued by an OJK-licensed rating agency, other material matters affecting the issuer\u2019s ability to meet its obligations, and the underlying assets of any sukuk issuance. Wali amanat must execute a duly stamped statement confirming completion of such due diligence. Such statement forms an integral part of perjanjian perwaliamanatan,.<\/p>\n<p>ii. review of the draft of perjanjian perwaliamanat which includes its compliance with applicable OJK requirements and any provisions adverse to bondholders and\/or sukuk holders.<\/p>\n<p>The provisions that must be included in a <em>Perjanjian Perwaliamanatan <\/em>are governed by OJK Regulation No. 20\/POJK.04\/2020 on Trusteeship Agreements for Debt Securities and\/or Sukuk, where it must contains, <em>among<\/em> others, identity of the parties, <em>wali amanat<\/em>\u2019s authorities, restrictive covenants against the issuer, and use of proceeds. Further, <em>Wali amanat<\/em>\u2019s obligations and authorities include, among others:<\/p>\n<p>i. Monitoring the issuer\u2019s operational developments based on information obtained directly or indirectly;<\/p>\n<p>ii. Supervising the issuer\u2019s compliance with obligations under perjanjian perwaliamanatan and related documents;<\/p>\n<p>iii. implementing resolutions of the general meeting of bondholders and\/or sukuk holders;<\/p>\n<p>iv. supervising, inspecting, and administering collateral(s) (in the event of secured bonds or sukuk) to bondholders and\/or sukuk holders, where applicable;<\/p>\n<p>v. monitoring payments made by the issuer or paying agent to bondholders and\/or sukuk holders ;<\/p>\n<p>vi. taking appropriate action in response to changes in the securities\u2019 credit rating;<\/p>\n<p>vii. taking appropriate action in response to changes in the value of collateral(s), where applicable; and<\/p>\n<p>viii. taking necessary actions in accordance with perjanjian perwaliamanatan.<\/p>\n<p>Further, if debt securities are issued through a private placement, bondholders will be represented by a monitoring agent under a monitoring agreement. The agent monitors the issuer\u2019s compliance with obligations relating to bondholders\u2019 interests and must report any negligence or circumstances that may adversely affect those interests to the OJK.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical credit enhancement measures (guarantee, letter of credit or keep-well deed) for issuing debt securities? Please describe the factors when considering which credit enhancement structure to adopt.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Debt securities in Indonesia may include credit enhancements to reduce the risk of default for the investors. Credit enhancements are typically provided to boost credit ratings and marketability of debt securities.<\/p>\n<p><strong>i. Collateral<\/strong><\/p>\n<p>Issuers may grant Indonesian law-governed collateral over their assets, which include pledge, fiducia, hypothec (for fixed assets), and mortgage (for fixed assets). If the issuer defaults or goes bankrupt, such collateral investors priority over the secured assets and allows them to enforce the collateral directly.<\/p>\n<p><strong>ii. Guarantees<\/strong><\/p>\n<p>The parent company, subsidiary, or beneficial owner of the issuer may provide guarantees, constituting a contractual obligation to repay the issuer\u2019s debt in the event of default.<\/p>\n<p><strong>iii. Repayment ranking<\/strong><\/p>\n<p>While uncommon in Indonesia, debt securities may have different levels of repayment seniority relative to the issuer\u2019s other debt securities. Junior repayment ranking will typically be repaid after the senior repayment ranking is repaid (subject to negotiated exemptions) and junior repayment ranking will typically be issued with higher coupons.<\/p>\n<p>The provision of credit enhancements depends on the nature of the issuer and the investors\u2019 risk appetite. The issuer\u2019s existing financing arrangements may also limit its ability to provide guarantees or collateral.<\/p>\n<p>For first-time issuers, bondholders typically require collateral. However, most bond issuances in Indonesia are conducted on a clean basis without any collateral.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical restrictive covenants in the debt securities\u2019 terms and conditions, if any, and the purposes of such restrictive covenants? What are the future development trends of such restrictive covenants in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Restrictive covenants depend on the contractual arrangement between the parties, the investors\u2019 risk appetite, and the issuer&#8217;s business activities. We have noticed a wide range of covenants applicable to Indonesian debt security issuers. Some issuers adopt more relaxed covenants, subject only to material adverse qualifiers, while others are required to obtain consent for major changes to their business or structure. In some cases, issuers align their debt securities covenants with those in their existing bank loan agreements.<\/p>\n<p>The typical restrictive covenants for Indonesian debt security issuers are, among others:<\/p>\n<p>i. Incurring indebtedness and granting liens that may materially affect the issuer\u2019s ability to repay their debt;<\/p>\n<p>ii. Complying with certain financial ratios for a certain period;<\/p>\n<p>iii. Entering into non-arm\u2019s length basis transactions with affiliates;<\/p>\n<p>iv. Declaring bankruptcy or suspension of payment obligations;<\/p>\n<p>v. Selling substantial assets that may cause a material adverse effect;<\/p>\n<p>vi. Changing the issuer\u2019s controller that may cause a material adverse effect;<\/p>\n<p>vii. Changing business activities; and<\/p>\n<p>viii. Merging with other companies or liquidating the issuer.<\/p>\n<p>In addition, covenants are typically further customized according to the risks or typical corporate actions conducted by the issuer.<\/p>\n<p>In relation to the debt issuance through public offering, the trustee agreement (perjanjian perwaliamanatan) is subject to OJK Rule No. 20\/POJK.04\/2020 on Trustee Agreement (Perjanjian Perwaliamanatan) for Debt Securities and\/or Sukuk, under which the OJK regulates provisions on bond buybacks, general meetings of bondholders, and events of default.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In general, who is responsible for any profit\/income\/withholding taxes related to the payment of debt securities\u2019 interests in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Generally, the securities company of the bondholders is responsible for taxes relating to the interests received. Please note that this depends on the debt securities structure, and parties should consult a qualified tax advisor regarding the tax responsibilities associated with payments under such securities.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the main listing requirements for listing debt securities in your jurisdiction? What are the continuing obligations of the issuer after the listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The essential requirements for a company to list its debt securities on IDX are as follows:<\/p>\n<p>i. It must be a legal entity and not an individual.<\/p>\n<p>ii. It must have obtained an effective statement from OJK.<\/p>\n<p>iii. It must have obtained a credit rating from an OJK registered credit ratings agency.<\/p>\n<p>iv. It must either:<\/p>\n<p>a. have carried out, or have had its subsidiaries carry out, its core business for at least 24 consecutive months prior to the submission of the listing application; or<\/p>\n<p>b. have obtained a credit rating within the four highest grades (investment grade) from an OJK-licensed credit rating agency.<br \/>\nv. It must have audited financial statements for the latest two financial years and the latest audited interim financial statements (if any) or audited financial statements since its operations if the issuer has operated for less than two years, and the latest audited financial statement must obtain an unqualified opinion.<\/p>\n<p>Continuing obligations for companies with listed debt securities include, among others, submitting their financial statements and annual report as well as disclosing material facts, including semi-annual disclosures on the use of proceeds, in accordance with prevailing laws and regulations.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and restrictions for a foreign issuer to conduct a public offering or list securities in your jurisdiction? Are there any significant differences compared to domestic issuers in terms of disclosure obligations, continuing obligations, or regulatory compliance burdens?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Capital Markets Law, a foreign issuer may conduct a public offering or list securities in Indonesia. However, the available pathways are more limited and structured compared to those applicable to domestic issuers. For example, under IDX Rule No. I\u2011A, only limited liability companies incorporated under Indonesian law are eligible to conduct an initial public offering of shares on IDX.<\/p>\n<p>In practice, a foreign issuer may access the Indonesian capital market through offerings of equity or debt securities to Indonesian parties that qualify as non\u2011public offerings, subject to OJK approval and in accordance with OJK Regulation No. 29\/POJK.04\/2021. Such offerings are restricted to specific categories, including, among others: (i) supranational institutions conducting public offerings of debt securities and\/or sukuk; (ii) foreign companies listed on a stock exchange implementing an employee stock ownership program (ESOP); (iii) parties conducting securities offerings for market\u2011deepening purposes; and\/or (iv) parties conducting securities offerings that support government policies. In addition to equity securities, debt securities can be another option upon submission to OJK in accordance with OJK Regulation No. 30\/POJK.04\/2019, Such offerings are restricted to specific categories, including, among others: (i) issuer or public company; (ii) business entity or legal entity established in Indonesia; (iii) supranational institution; or (iv) a collective investment contract that is permitted to issue debt securities and\/or sukuk in accordance with the prevailing laws and regulations in the capital markets sector.<\/p>\n<p>In addition, foreign issuers may access Indonesia\u2019s capital markets through the use of special instruments or structures, such as Indonesian Depositary Receipts (IDRs), subject to regulatory approval under OJK Regulation No. 6\/POJK.04\/2020 on Public Offerings of Indonesian Depositary Receipts. An IDR is a security that represents rights in underlying securities held by a custodian bank. Notwithstanding that IDRs have been regulated since 1997 (previously by Bapepam), no IDRs have been publicly offered in Indonesia to date. This is generally due to structural and practical challenges, including the over the counter trading mechanism applicable to IDRs and relatively limited investor protection mechanisms in the event of disputes or losses.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what extent do public markets remain a viable exit strategy for private equity investors in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public capital markets in Indonesia continue to be a viable, albeit more selective, exit strategy for private equity investors, particularly for portfolio companies with strong fundamentals, scalable business models, and readiness to comply with increasingly stringent listing and governance requirements.<\/p>\n<p>The attractiveness of an IPO exit depends on prevailing market conditions and investor appetite at the relevant time. Private equity investors should also take into account applicable lock-up requirements and other regulatory restrictions that may limit their ability to fully exit immediately following an IPO.<\/p>\n<p>In addition to IPOs, private equity investors may pursue other exit options, including trade sales and strategic acquisitions. The choice of exit route generally depends on the circumstances of the investment, market conditions, and the objectives of the investors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current regulatory trend in your jurisdiction \u2013 are regulators and stock exchanges taking steps to expand oversight, simplify requirements, or both? Please elaborate on recent initiatives.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Recent regulatory developments in Indonesia reflect a dual focus on enhanced oversight and market development. On the one hand, OJK and the IDX have introduced measures to strengthen market integrity, transparency, and investor protection, including reforms to free float requirements, disclosure standards, and market governance. On the other hand, regulators have continued to support capital raising and market deepening through improvements to the IPO process, the introduction of new products, and broader market access. Overall, the regulatory direction points to stronger oversight alongside greater market efficiency.<\/p>\n<p>Key recent initiatives illustrating this trend include, among others:<\/p>\n<p>a. the amendment to IDX Rule No. I\u2011A in 2026, which introduces more stringent and granular requirements relating to free float thresholds, issuer eligibility, corporate governance competencies, and continuing obligations of listed companies. These amendments aim to enhance liquidity, transparency, and the overall quality of listed issuers, rather than merely increasing listing volumes.<\/p>\n<p>b. OJK Regulation No. 40 of 2025 on the electronic implementation of General Meetings of Shareholders (RUPS), including annual, extraordinary, and bondholders\u2019 meetings. This regulation expands oversight while modernising procedural requirements, enabling companies to conduct corporate actions more efficiently while ensuring adequate shareholder protection, participation, and transparency.<\/p>\n<p>c. Law No. 4 of 2026, which amends Law No. 4 of 2023 on Financial Sector Development and Strengthening. The law introduces a number of reforms aimed at strengthening Indonesia\u2019s financial sector regulatory framework. Key amendments include the enhancement of the powers and supervisory functions of the OJK, strengthening the institutional framework of the Indonesia Deposit Insurance Corporation (LPS), further framework for the demutualisation of the Indonesia Stock Exchange (IDX), and expanded regulation of strategic commodity and mineral exchanges. The amendments are intended to improve market efficiency, strengthen governance and investor confidence, and support the continued development and stability of Indonesia\u2019s financial system.<\/p>\n<p>Overall, Indonesia\u2019s regulatory direction in 2026 provides an expansion of substantive regulatory expectations, including governance, disclosure, and free float discipline, while leveraging digitalisation and clearer rules to facilitate compliance. This approach is intended to strengthen investor trust and align Indonesia\u2019s market practices more closely with regional and international standards.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there active consideration or development of a regulatory framework for crypto assets in your jurisdiction's capital markets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The regulatory framework for crypto assets in Indonesia is governed under Law No. 4 of 2023 on Development and Strengthening of Financial Sectors and related implementing regulations, which mandated the transfer of regulatory and supervisory authority over digital financial asset activities from Commodity Futures Trading Regulatory Agency (Badan Pengawas Perdagangan Berjangka Komoditi, commonly referred to as Bappebti) to OJK.<\/p>\n<p>In furtherance of this mandate, OJK issued OJK Regulation No. 27 of 2024 on the Organisation of Trading of Digital Financial Assets, Including Crypto Assets as amended by OJK Regulation No. 23 of 2025 which expands the scope of the framework to cover, among other things, the trading of digital financial assets, including crypto assets. The regulation primarily focuses on the organisation and supervision of the digital asset market, including the licensing and regulation of key market infrastructure, such as exchanges, clearing institutions, custodians, and traders, as well as requirements relating to governance, capital, system reliability, risk management, anti-money laundering and counter-terrorism financing compliance, and consumer protection.<\/p>\n<p>It also introduces a closed-list mechanism for tradable digital assets subject to exchange evaluation and OJK oversight, while clarifying that it governs trading activities rather than public offerings of such assets. This framework reflects a structured transition of supervisory authority from Bappebti to the OJK and aims to ensure market integrity and financial system stability without incorporating crypto assets into the capital markets securities regime.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">9943<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/144132","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=144132"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}