Regulatory AlertsOJK Regulation No. 45 of 2024 on the Development and Strengthening of Issuers and Public Companies
The Financial Services Authority (OJK) issued Regulation No. 45 of 2024 to implement mandates from the Financial Sector Development and Strengthening Law (UU P2SK) regarding the substantive enhancement of issuers and public companies. This regulation establishes new rules concerning the effective period of registration statements, equity listing obligations, the conversion of public companies to private status, and the role of public shareholders during issuer liquidation. It simultaneously repeals several previous OJK regulations to align with the updated legal framework.
Regulation of the Financial Services Authority Number 45 of 2024 concerning the Development and Strengthening of Issuers and Public Companies
Abstract:
Chapter V Article 22 of Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (UU P2SK) has amended, repealed, and/or established new regulations in Law Number 8 of 1995 concerning the Capital Market, which among other things regulates provisions related to the development and strengthening of the substance of Issuers and Public Companies in the Capital Market.
In connection with the development and strengthening of the substance of regulations for Issuers and Public Companies in the UU P2SK, there are mandates in Article 74 paragraph (1), Article 84A paragraph (1), Article 84A paragraph (2), Article 86 paragraph (1) and paragraph (3), and Article 87A of the UU P2SK to further regulate these provisions in a Financial Services Authority Regulation.
The formulation of this Financial Services Authority Regulation is carried out to further regulate the development and strengthening of the substance of regulations for Issuers and Public Companies in accordance with the mandate of the UU P2SK.
The legal basis for this Financial Services Authority Regulation (POJK) is: Law No. 8 of 1995 as amended by Law No. 4 of 2023; Law No. 21 of 2011 as amended by Law No. 4 of 2023; and Law No. 4 of 2023.
This Financial Services Authority Regulation regulates, among other things, the effective period of the Registration Statement, the obligation to record and register equity securities, the change of status of an Open Company to a Closed Company, the obligation to submit reports on information and material facts, and the position of public shareholders in the liquidation of an Issuer or Public Company.
Note: This Financial Services Authority Regulation takes effect on the date of its promulgation. This Financial Services Authority Regulation was promulgated on December 31, 2024, and established on December 27, 2024.
Upon the effective date of this Financial Services Authority Regulation, the provisions in:
a. Item 4 letters a, b, d, and e of Regulation Number IX.A.2, Attachment of the Decision of the Head of the Capital Market Supervisory Agency and Financial Institution Supervisory Body Number: KEP-122/BL/2009 dated May 29, 2009 concerning Procedures for Registration in the Context of Public Offerings;
b. Article 2 of Financial Services Authority Regulation Number 31/POJK.04/2015 concerning Openness of Material Information or Facts by Issuers or Public Companies;
c. Article 24 of Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increases of Open Companies by Exercising Preemptive Rights;
d. Article 3 and Article 4 of Financial Services Authority Regulation Number 51/POJK.04/2016 concerning Procedures for Requesting Changes and/or Additional Information for Registration Statements;
e. Article 63 through Article 89 of Financial Services Authority Regulation Number 3/POJK.04/2021 concerning the Conduct of Activities in the Capital Market Sector and its implementing regulations; and
f. Article 77 paragraph (2) of Financial Services Authority Regulation Number 10 of 2024 concerning the Issuance and Reporting of Regional Bonds and Regional Sukuk,
are repealed and declared invalid.