Indonesia Financial Services Authority strengthens regulation of issuers and public companies : AGI Legal

25 April 2025

This article provides an overview of key regulatory changes affecting issuers and public companies as brought about by Indonesia Financial Services Authority Regulation No. 45 of 2024 on the Development and Strengthening of Issuers and Public Companies (“New Regulation”).

The New Regulation came into effect on 31 December 2024 and amends regulations issued by the Capital Markets and Financial Institutions Supervisory Agency (Badan Pengawas Pasar Modal dan Lembaga Keuangan (“BAPEPAMLK”)) and the Indonesia Financial Services Authority (Otoritas Jasa Keuangan (“OJK”)).

Registration statements

The New Regulation provides that an issuer’s registration statement, which must be filed with OJK for a public offering, is effective 20 business days after receipt by OJK of the complete registration statement or earlier if OJK declares it effective. This also applies to registration statements filed with OJK by public companies.

This provision replaces the provisions on registration statements in the Decision of the Chairperson of BAPEPAMLK No. 122/BL/2009 on Registration Procedures for Public Offerings and OJK Regulation No. 32/POJK.04/2015 on Capital Increase in Public Companies Through Pre-emptive Rights Offerings. Under those provisions, a registration statement became effective after 45 days from the date of receipt by BAPEPAMLK or OJK of the complete registration statement or 45 days after the last amendment submitted by the issuer or requested by BAPEPAMLK.

Conditions relating to when OJK may declare a statement to be effective are unchanged in the New Regulation and are as follows:

OJK has reviewed the adequacy and objectivity of the information disclosed in the registration statement and has determined that no additional information is required and no further response is necessary; and/or
The issuer has confirmed whether there are any changes to the information submitted or has provided details regarding the number and price of the securities offering, securities underwriting, and/or the interest rate on debt securities or Sukuk yields. The deadline for submission of this confirmation has been changed by the New Regulation from a minimum of seven business days to a minimum of the next business day after the end of the initial offering period.

Amendments and additional disclosures

The New Regulation amends the timeframe within which OJK is able to request amendments and/or additional disclosures to the registration statement from 45 business days to 20 business days of filing of the initial registration statement.

Change of public company status to private company

By OJK order

The New Regulation amends the provisions regarding the timeframe in which a public company must change its status to a private company when so ordered by OJK pursuant to Regulation No. 3/POJK.04/2021 on Capital Market Operations (“Regulation No. 3”). Public companies are to begin the process of changing their status to a private company by submitting to OJK a notification of the agenda for the general meeting of shareholders (“GMS”) regarding the change in status no later than 30 days of the date of OJK’s order.

The conditions under which OJK may order a public company to change its status to a private company pursuant to Regulation No. 3 remain unchanged and include where the public company has:

violated laws and regulations;
a court order issued against it that mandates the change in status; or
has been declared bankrupt by a final and binding court decision.

By share delisting

Public companies whose securities are delisted from the stock exchange must begin the process of changing their status from a public company to a private company no later than 30 days from the effective date of delisting. The change in status is deemed effective from the date on which the GMS notifies OJK of the change. These provisions expand Regulation No. 3, which does not specify a timeframe for this process. Public companies whose shares have been delisted from the stock exchange must have begun the process of changing their status to a private company within 60 business days of the promulgation of the New Regulation.

In effecting their change in status, public companies are also now required to, among other things, buy back all shares held by public shareholders so that the number of shareholders falls below 50 or another threshold as set by OJK. This must be completed no later than 12 months from the date of the announcement of the disclosure of information, a reduction from the 18-month deadline under Regulation No. 3.

Controllers of public companies

The New Regulation sets out the responsibilities of controllers of a public company, stipulating that they are responsible for ensuring:

the holding of an annual GMS;
participation in the GMS;
business continuity; and
the appointment of the board of directors and board of commissioners.

Regulation No. 3 does not address the responsibilities of controllers of a public company.

In relation to the requirement under OJK Regulation No. 9/POJK.04/2018 on the Acquisition of Public Companies that a controller of a public company conduct a mandatory tender offer upon acquiring control, the New Regulation provides that OJK is able to grant an exemption from this obligation where the controller has been determined via a resolution of a GMS or by the authority of OJK.

Disclosure of material information

The New Regulation stipulates that issuers or public companies must report material information to OJK and disclose the information to the public promptly once the material information is known or ought to have been known. The report and disclosure must be made no later than the start of the first trading session on the business day immediately after the information is known or ought to have been known.

This provision:

replaces OJK Regulation No. 31/POJK.04/2015 on Disclosures of Material Information by Issuers or Public Companies, which required reporting and disclosure no later than the end of the second business day after the material information became available; and
revokes Article 77(2) of OJK Regulation No. 10 of 2024 on Issuance and Reporting of Regional Bonds and Regional Sukuk, which required issuers to disclose material information no later than the next business day from when the information became available.

Transitional policies

Public companies that applied to relist their shares on the stock exchange before 31 December 2024 were not required to change their status to private companies unless their relisting application was rejected by the stock exchange.

As of 31 December 2024, public companies that received a delisting decision from the board of directors of the stock exchange but for which the delisting had not yet taken effect could proceed with the delisting process in accordance with capital market regulations.

If a public company was declared bankrupt by a final and binding court decision before 31 December 2024, OJK was able to revoke the effective registration statements related to equity public offerings and/or the public company’s registration statement.