Rule · OJK · 19 Nov 2014 · 28/POJK.05/2014
This regulation establishes comprehensive licensing and institutional requirements for financing companies and financing companies with Sharia business units in Indonesia. It mandates that companies be established as limited liability companies or cooperatives, with minimum paid-up capital of IDR 100 billion and IDR 50 billion respectively, and limits foreign ownership to 85%. The Financial Services Authority (OJK) must process business license applications within 30 days, and approved companies must commence operations within two months. The document also defines organizational structures, human resource requirements including the use of foreign workers, and specific definitions for corporate governance and Sharia principles.
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 28/POJK.05/2014
CONCERNING
BUSINESS LICENSING AND INSTITUTIONAL STRUCTURE OF FINANCING COMPANIES WITH THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: a. that in order to encourage national economic growth and support the development of dynamic Financing Company businesses, comprehensive, clear, and legally certain business licensing and institutional regulations are required; b. that based on the considerations as referred to in letter a, it is necessary to establish a Financial Services Authority Regulation concerning Business Licensing and Institutional Structure of Financing Companies; Recalling: Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253); DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING BUSINESS LICENSING AND INSTITUTIONAL STRUCTURE OF FINANCING COMPANIES.
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are meant as:
1. Company means financing companies and Sharia financing companies.
2. Financing Company means a business entity that conducts financing activities for the procurement of goods and/or services.
3. Sharia Financing Company means a Financing Company whose entire business activities conduct Sharia financing.
4. Sharia Financing is the disbursement of financing conducted based on Sharia principles.
5. Sharia Principles are Islamic legal provisions based on fatwas and/or Sharia conformity statements from the National Sharia Board of the Indonesian Ulema Council.
6. Sharia Business Unit, hereinafter abbreviated as UUS, is a work unit of the Financing Company's headquarters functioning as the parent office of offices conducting Sharia Financing.
7. Controlling Shareholder, hereinafter abbreviated as PSP, means an individual, legal entity, and/or business group that:
a. owns shares or capital of the Company amounting to 25% (twenty-five percent) or more of the issued shares and has voting rights; or b. owns shares or capital of the Company less than 25% (twenty-five percent) of the issued shares and has voting rights but can be proven to have conducted control over the Company, either directly or indirectly.
8. Board of Directors:
a. for Companies in the form of a limited liability company, refers to the Board of Directors as referred to in the law concerning limited liability companies; or b. for Companies in the form of a cooperative legal entity, refers to the management as referred to in the law concerning cooperatives.
9. Board of Commissioners:
a. for Companies in the form of a limited liability company, refers to the Board of Commissioners as referred to in the law concerning limited liability companies; or b. for Companies in the form of a cooperative legal entity, refers to the supervisors as referred to in the law concerning cooperatives.
10. Sharia Supervisory Board, hereinafter abbreviated as DPS, is a part of the Company's organ that has the task and function of supervising the implementation of the Company's activities to ensure compliance with Sharia Principles.
11. Paid-up Capital:
a. for Companies in the form of a limited liability company, refers to paid-up capital; or b. for Companies in the form of a cooperative legal entity, refers to basic savings and mandatory savings.
12. Equity:
a. for Companies in the form of a limited liability company, is the sum of:
1. Paid-up Capital;
2. additional Paid-up Capital, consisting of:
a) share agio/disagio; b) equity effect issuance costs; and c) others in accordance with accounting standards principles;
3. difference in transaction value of restructuring of entities under common control;
4. retained earnings/losses;
5. current year profit/loss;
6. treasury stock; and
7. other Equity components, consisting of:
a) changes in revaluation surplus; b) exchange differences due to translation of financial statements in foreign currency; c) gains and losses from re-measurement of available-for-sale financial assets; d) effective portion of gains and losses of hedging financial instruments in the context of cash flow hedges; and e) other Equity components in accordance with accounting standards principles. b. for Companies in the form of a cooperative legal entity, is the sum of basic savings, mandatory savings, reserve funds, grants, and undistributed surplus.
13. Debtor:
a. for Financing Companies, refers to debtors, whether business entities or individuals, who receive financing for the procurement of goods and/or services from the Financing Company; or b. for Sharia Financing Companies or Financing Companies that have a UUS, refers to consumers, whether business entities or individuals, who receive financing from the Sharia Financing Company or Financing Company that has a UUS.
14. Branch Office means a Company office that has the authority to:
a. grant financing approval to prospective Debtors; and b. sign financing agreements or contracts with Debtors.
15. Sharia Branch Unit means an office that is directly responsible to the UUS and conducts Sharia Financing activities, and has the authority to:
a. grant Sharia Financing approval to prospective Debtors; and b. sign Sharia Financing agreements or contracts with Debtors.
16. Merger is a legal act conducted by 2 (two) or more Companies to merge themselves by establishing 1 (one) new Company which by law acquires the assets, liabilities, and Equity of the merging Companies and the legal entity status of the merging Companies ends by law.
17. Consolidation is a legal act conducted by 1 (one) or more Companies to merge with an existing Company, resulting in the assets, liabilities, and Equity of the merging Company transferring by law to the Company receiving the consolidation and subsequently the legal entity status of the merging Company ends by law.
18. Takeover is a legal act conducted by a legal entity or individual to take over the shares of a Company, resulting in the transfer of control over said Company.
19. Separation is a legal act conducted by a Company to separate business operations, resulting in all assets, liabilities, and Equity of the Company transferring by law to 2 (two) or more Companies or part of the assets, liabilities, and Equity of the Company transferring by law to 1 (one) or more Companies.
20. Financial Services Authority, hereinafter abbreviated as OJK, is an independent institution as referred to in the law concerning the Financial Services Authority.
CHAPTER II
LEGAL ENTITY FORM, BUSINESS LICENSE,
AND CAPITAL
Section One
Legal Entity Form
Article 2
(1) Companies must be established in the form of a legal entity:
a. limited liability company; or b. cooperative.
(2) Companies in the form of a limited liability company legal entity as referred to in paragraph (1) letter a, their shares are owned by:
a. Indonesian citizens; b. Indonesian business entities;
c. Indonesian legal entities;
d. foreign business entities or foreign institutions; e. the Republic of Indonesia; and/or f. local governments.
(3) The share ownership provisions as referred to in paragraph (2) for Companies listed on the stock exchange follow regulations in the field of capital markets.
(4) The ownership provisions as referred to in paragraph (1) letter b for Companies in the form of a cooperative legal entity follow regulations in the field of cooperatives.
Section Two
Business License
Article 3
(1) Companies conduct business activities after obtaining a business license from OJK.
(2) To obtain a business license as referred to in paragraph (1), the Board of Directors must submit a business license application to OJK.
Article 4
(1) The business license application as referred to in Article 3 paragraph (2) must be submitted by the Board of Directors to OJK using Format 1 as contained in the Appendix which is an integral part of this OJK Regulation. (2) The submission of the business license application as referred to in paragraph (1) must be accompanied by documents:
a. the deed of establishment of the legal entity that has been approved by the competent authority, which must at least contain:
1. name and domicile;
2. purpose and objectives as well as business activities;
3. capital;
4. ownership; and
5. authority, responsibilities, and term of office of the Board of Directors, Board of Commissioners, and/or DPS;
and the latest articles of association amendments (if any) accompanied by proof of approval, consent, and/or notification receipt from the competent authority. b. ownership list, consisting of:
1. a list of shareholders including details of each share ownership up to the ultimate shareholder/beneficial owner, for Companies in the form of a limited liability company legal entity; or
2. a list of members including the amount of basic savings and mandatory savings, for Companies in the form of a cooperative legal entity.
c. data of shareholders or members other than PSP:
1. individuals, accompanied by:
a) photocopy of identification card (KTP) or valid passport; b) photocopy of tax identification number (NPWP); c) curriculum vitae completed with the latest 4 x 6 cm color photo; and d) a statement letter from the concerned party stating:
1) capital deposits do not originate from loans;
2) capital deposits do not originate from money laundering and financial crime activities;
3) not listed in the bad credit list;
4) not listed in the Disqualified List (DTL) in the banking sector;
5) never sentenced for committing criminal offenses in the field of financial services business and/or economy in the last 5 (five) years;
6) never sentenced for committing criminal offenses based on a court decision that has had permanent legal force in the last 5 (five) years;
7) never declared bankrupt or guilty causing a company/company to be declared bankrupt based on a court decision that has had permanent legal force in the last 5 (five) years; and
8) never served as a PSP, member of the Board of Directors, member of the Board of Commissioners, or member of the DPS in a financial services company whose business license was revoked due to violations in the last 5 (five) years.
2. legal entities, accompanied by:
a) the deed of establishment of the legal entity including the articles of association and its latest amendments (if any), accompanied by proof of approval, consent, or recording from the competent authority; b) financial reports audited by a public accountant and the latest financial report; c) a list of shareholders including details of each share ownership; d) documents as referred to in paragraph (2) letter c number 1 letter a), letter b), and letter c) for the directors or equivalent thereof of the concerned legal entity; and e) a statement letter from the directors or equivalent thereof of the concerned legal entity stating that:
1) capital deposits do not originate from loans;
2) capital deposits do not originate from money laundering and financial crime activities;
3) not listed in the bad credit list;
4) not listed in the Disqualified List (DTL) in the banking sector;
5) never sentenced for committing criminal offenses in the field of financial services business and/or economy in the last 5 (five) years;
6) never declared bankrupt or declared guilty causing a company/company to be declared bankrupt based on a court decision that has had permanent legal force in the last 5 (five) years; and
7) never served as a PSP in a financial services company whose business license was revoked due to violations in the last 5 (five) years.
3. the Republic of Indonesia, accompanied by Government Regulations regarding state capital participation for the establishment of the Company.
4. local governments, accompanied by Regional Regulations regarding regional capital participation for the establishment of the Company.
d. minutes of the general meeting of shareholders or members regarding the appointment of DPS members, for Sharia Financing Companies; e) photocopy of proof of paid-up Paid-up Capital in the form of time deposits in the name of the Company at one of the general banks or Sharia general banks in Indonesia for Sharia Financing Companies and legalized by the receiving bank whose validity remains during the business license application process; f. initial/opening financial position report; g) proof of certification as referred to in the OJK Regulation concerning the implementation of financing company business and the OJK Regulation concerning the implementation of Sharia financing business for the Board of Directors, Board of Commissioners, and officials one level below the Board of Directors according to the organizational structure at the time of submitting the business license application; h) proof of operational readiness at least consisting of:
1. list of fixed assets and inventory;
2. proof of ownership or control of the office building;
3. example of financing agreement;
4. Sharia Financing scheme to be conducted accompanied by example Sharia Financing agreements for each business activity, for Sharia Financing Companies; and
5. tax identification number (NPWP).
i) work plan for the first 2 (two) years at least containing:
1. feasibility study of market opportunities and economic potential;
2. financing disbursement plan and steps taken to realize the said plan; and
3. cash flow projections, financial position reports, and comprehensive monthly profit/loss reports and the assumptions underlying them starting from when the Company conducts operational activities.
j) photocopy of cooperation agreements between foreign parties and Indonesian parties for Companies that include participation from foreign business entities and/or foreign institutions; k) documents on the use of agreements to be used as referred to in the OJK Regulation concerning the implementation of Sharia financing business; l) organizational structure completed with descriptions of duties, authorities, responsibilities, and work procedures describing at least the functions:
1. administration and bookkeeping;
2. marketing, financing feasibility analysis, and collection;
3. risk management, including internal control; and
4. implementation of the customer due diligence principle.
m) guidelines for the implementation of the customer due diligence principle (P4MN); and n) guidelines for Company governance.
(3) The business license application as referred to in paragraph (1) is submitted together with the assessment of competence and propriety for prospective Directors, Commissioners, PSPs and/or DPS. (4) Provisions concerning the assessment of competence and propriety as referred to in paragraph (3) are regulated by an OJK Regulation concerning the assessment of competence and propriety.
Article 5
(1) OJK provides approval or rejection of the business license application as referred to in Article 4 paragraph (1) within a maximum period of 30 (thirty) calendar days since the business license application was received completely and correctly. (2) In order to provide approval or rejection as referred to in paragraph (1), OJK conducts:
a. research on the completeness of documents as referred to in Article 4 paragraph (2); b. feasibility analysis of the work plan as referred to in Article 4 paragraph (2) letter i;
c. assessment of competence and propriety for prospective PSPs, DPS members, Board of Commissioners members, and Board of Directors members; and
d. analysis of compliance with regulations in the field of financing.
(3) In the event that the submitted business license application is incomplete, OJK notifies the applicant to complete the requirements within a maximum of 20 (twenty) calendar days after the application is received. (4) Rejection of the license application as referred to in paragraph (1) is accompanied by reasons for rejection. (5) In the event that the business license application is approved, OJK establishes a decision on the granting of the business license to the applicant.
Article 6
(1) Companies that have obtained a business license from OJK are required to conduct business activities within a maximum of 2 (two) months calculated from the date the business license is established by OJK. (2) Companies are required to submit reports on the implementation of business activities as referred to in paragraph (1) to OJK within a maximum of 10 (ten) calendar days from the date business activities commence. (3) In the event that the deadline for submitting the business activity implementation report as referred to in paragraph (2) falls on a holiday, the submission deadline is the next working day. (4) Reporting on the implementation of business activities as referred to in paragraph (2) is conducted using Format 2 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. a list of financing or Sharia Financing business agreements that have been conducted; b) photocopy of financing or Sharia Financing business agreements that have been conducted; and c) photocopy of residence permits and/or work permits for foreign workers issued by the competent authority for Board of Directors and/or Board of Commissioners members who are foreign nationals.
Article 7
(1) Companies must use a company name that starts with the legal entity form and contains the word:
a. finance, pembiayaan, or a word characterizing financing activities, for Financing Companies; or b. finance, pembiayaan, or a word characterizing Sharia financing activities accompanied by the word syariah, for Sharia Financing Companies. (2) The use of the company name as referred to in paragraph (1) for Companies in the form of a limited liability company legal entity must also comply with regulations concerning limited liability companies.
Article 8
The Company name must be clearly stated on the Company's office building.
Section Three
Capital
Article 9
(1) Companies must meet capital provisions at the time of establishment as follows:
a. limited liability company legal entity, has Paid-up Capital of at least IDR 100,000,000,000.00 (one hundred billion rupiah); or b. cooperative legal entity, has Paid-up Capital of at least IDR 50,000,000,000.00 (fifty billion rupiah). (2) Capital as referred to in paragraph (1) must be paid in cash and in full in the form of time deposits in the name of the Company at one of the general banks or Sharia general banks in Indonesia.
Article 10
Total foreign ownership in Companies in the form of a limited liability company legal entity, both directly and indirectly, is at most 85% (eighty-five percent) of the Paid-up Capital.
Article 11
(1) Companies may only trade their shares on the stock exchange for at most 85% (eighty-five percent) of the total shares of the respective Company.
(2) At least 15% (fifteen percent) of the shares of the Company not traded on the stock exchange must remain owned, directly or indirectly, by Indonesian citizens, local governments, and/or the central government.
Article 12
(1) For shareholders in the form of Indonesian business entities with legal entity status, Indonesian institutions with legal entity status, foreign business entities, and/or foreign institutions, the amount of direct participation in the Company is set at most equal to the shareholder's Equity. (2) The amount of direct participation as referred to in paragraph (1) must be fulfilled at the time the business entity or institution conducts:
a. payment of capital for the establishment of the Company; b. change of shareholders of the Company; and/or
c. addition of Paid-up Capital of the Company.
Article 13
(1) The provisions on the amount of direct participation as referred to in Article 12 do not apply to Company shareholders that are pension funds, Financing Companies, insurance companies, and/or banking institutions. (2) For shareholders that are pension funds, Financing Companies, insurance companies, and/or banking institutions, when conducting direct participation in the Company, the amount of direct participation conducted must comply with regulations governing investment and/or participation.
CHAPTER III
ORGANIZATIONAL STRUCTURE
Article 14
(1) Companies are required to have an organizational structure that clearly describes at least the functions:
a. administration and bookkeeping; b. marketing, financing feasibility analysis, and collection;
c. risk management, including internal control; and
d. implementation of the customer due diligence principle.
(2) The organizational structure as referred to in paragraph (1) must be completed with written descriptions of duties, authorities, responsibilities, and work procedures.
CHAPTER IV
HUMAN RESOURCES
Section One
Use of Foreign Workers
Article 15
(1) Companies may use foreign workers.
(2) Foreign workers as referred to in paragraph (1) are to be employed as:
a. experts with job levels one level below the Board of Directors; b. advisors; or
c. consultants.
(3) Foreign workers as referred to in paragraph (1) are required to meet the requirements:
a. possess expertise in accordance with the field of responsibility; and b. comply with regulations in the field of labor.
(4) Companies employing foreign workers as referred to in paragraph (1) are required to conduct knowledge transfer activities from foreign workers to Company employees.
(5) Knowledge transfer as referred to in paragraph (4) must be made in the form of annual education and training programs for Company employees.
(6) Companies employing foreign workers as referred to in paragraph (1) are required to report to OJK at least 30 (thirty) calendar days before the foreign workers are employed, accompanied by:
a. curriculum vitae of the employed foreign workers, accompanied by photocopies of documents reflecting their expertise; b) a plan for annual education and training programs during the employment of the foreign workers; and c) a plan for placement and fields of responsibility for the foreign workers. (7) In the event that foreign workers as referred to in paragraph (1) have passed the competence and propriety assessment, the Company is required to report the employed foreign workers to OJK by attaching photocopies of the work permit for foreign workers from the competent authority at the latest 10 (ten) calendar days from the date of appointment. (8) Companies are required to report the implementation of education and training programs as referred to in paragraph (6) letter b in writing to OJK at the latest 1 (one) month after the end of the calendar year for each year. (9) In the event that...
(9) In the event that the final deadline for submitting reports as referred to in paragraphs (6), (7), and (8) falls on a holiday, the final deadline for submitting reports is the next working day.
Second Section
Workforce Development
Article 16
(1) The Company is required to implement programs for the development of workforce capabilities and knowledge.
(2) The Company is required to allocate and realize 2.5% (two point five percent) of the Company's employee and human resource management costs for employee development and training.
(3) The development of workforce capabilities and knowledge as referred to in paragraph (1) must be carried out in the form of education and training programs.
(4) The Company is required to report in writing to the OJK on the implementation of the workforce capability and knowledge development program as referred to in paragraph (1) at the latest 1 (one) month after the end of the calendar year for each year.
CHAPTER V
MEMBERSHIP IN OTHER ORGANIZATIONS
Article 17
The Company is required to register as a member of the credit information provider institution designated by the OJK.
Article 18
The Company is required to register as a member of the association that oversees the Company in Indonesia.
CHAPTER VI
SHARIA BUSINESS UNIT
First Section
Establishment of SBU
Article 19
(1) Financing Companies conducting Sharia Financing activities must establish an SBU.
(2) The SBU as referred to in paragraph (1) must have separate bookkeeping from the Financing Company.
Second Section
SBU Working Capital
Article 20
(1) The SBU must have working capital of at least IDR 25,000,000,000.00 (twenty-five billion rupiah).
(2) The working capital as referred to in paragraph (1) must be set aside in the form of time deposits in the name of the Financing Company and placed in one of the Sharia commercial banks in Indonesia.
Third Section
SBU Licensing
Article 21
(1) The SBU as referred to in Article 19 paragraph (1) must first obtain an SBU license from the OJK.
(2) To obtain the SBU license as referred to in paragraph (1), the Board of Directors of the Financing Company must submit an application for the opening of the SBU to the OJK using Format 3 as contained in the Appendix which is an integral part of this OJK Regulation. (3) The application for the SBU opening license as referred to in paragraph (2) must be accompanied by:
with:
a. amendments to the Articles of Association stating:
1. one of the purposes and objectives of the company is to conduct financing business based on Sharia Principles; and
2. the authority and responsibility of the DPS,
accompanied by proof of approval and/or notification receipt letter from the competent authority; b. photocopy of proof of working capital deposit in the form of time deposits in the name of the Financing Company at one of the Sharia commercial banks in Indonesia, legalized by the receiving bank, which remains valid during the SBU licensing process;
c. Board of Directors decision of the Financing Company approving the placement of working capital in the SBU, accompanied by the amount of the working capital placement;
d. SBU leadership data, including:
1. photocopy of identification cards such as resident identity card (KTP) or valid passport;
2. curriculum vitae;
3. proof of appointment as SBU leadership;
4. statement letter stating:
a) not listed in the non-performing loan list in the banking sector; b) not holding dual positions in other functions; and
5. proof of expertise, training, and/or experience in the field of Sharia finance;
e. DPS data, including:
1. proof of passing the competency and fitness assessment for ...
for DPS;
2. minutes of the General Meeting of Shareholders or Member Meeting regarding the appointment of DPS;
f. initial financial report of the SBU separate from the Financing Company's business activities; g. reporting document on the use of contracts used in Sharia Financing activities as regulated in the OJK Regulation regarding the conduct of Sharia financing business; h. work plan for the SBU to be opened which at least contains:
Fourth Section
SBU Leadership
Article 24
(1) The SBU must be led by an SBU leader.
(2) The SBU leader as referred to in paragraph (1) must at least meet the following requirements:
a. not listed in the non-performing loan list in the banking sector; b. not holding dual positions in other functions in the same company; and
c. having expertise and/or experience in the field of Sharia.
Article 25
(1) The Financing Company is required to report changes in SBU leadership to the OJK at the latest 15 (fifteen) calendar days from the date of appointment of the SBU leader.
(2) In the event that the final deadline for submitting the report on changes in SBU leadership as referred to in paragraph (1) falls on a holiday, the final deadline for submitting the report is the next working day. (3) The reporting on changes in SBU leadership as referred to in paragraph (1) must be accompanied by documents as referred to in Article 21 paragraph (3) letter d.
Fifth Section
Sharia Business Unit Branch Offices
Article 26
(1) The SBU may open Sharia Business Unit Branch Offices domestically or abroad, provided it first obtains a license from the OJK.
(2) The SBU opening a Sharia Business Unit Branch Office must meet the following requirements:
a. Sharia financial health level with a minimum healthy condition; b. not currently subject to business activity suspension sanctions by the OJK; and
c. having human resources with experience and/or training in Sharia finance.
Article 27
(1) To obtain the license for opening a Sharia Business Unit Branch Office as referred to in Article 26 paragraph (1), the Board of Directors of the Financing Company must submit an application to the OJK using Format 5 as contained in the Appendix which is an integral part of this OJK Regulation. (2) The application for the license for opening a Sharia Business Unit Branch Office as referred to in paragraph (1) must be accompanied by documents:
a. data of the Sharia Business Unit Branch Office leadership, including:
1. photocopy of identification cards such as resident identity card (KTP) or valid passport; and
2. curriculum vitae;
b. data of human resources with experience and/or training in Sharia finance;
c. data of the complete address of the Sharia Business Unit Branch Office accompanied by proof of ownership or control of the office building; and
d. work plan for the Sharia Business Unit Branch Office to be opened which at least contains:
1. financing targets and steps to achieve financing targets;
2. work systems and procedures;
3. organizational structure; and
4. number and composition of personnel, accompanied by curriculum vitae.
Article 28
(1) In processing the application for the license for opening a Sharia Business Unit Branch Office, the OJK conducts:
a. analysis and research on the completeness of documents as referred to in Article 27 paragraph (2); b. feasibility analysis of the work plan as referred to in Article 27 paragraph (2) letter d; and
c. analysis of compliance with regulations in the field of Sharia Financing.
(2) The OJK provides approval or rejection of the license for opening a Sharia Business Unit Branch Office application at the latest 30 (thirty) calendar days after the documents for the license for opening a Sharia Business Unit Branch Office application as referred to in Article 27 paragraph (2) are received completely and correctly. (3) Rejection of the license for opening a Sharia Business Unit Branch Office application as referred to in paragraph (2) is accompanied by reasons for rejection.
Article 29
(1) The SBU must report changes in the address of the Sharia Business Unit Branch Office to the OJK at the latest 15 (fifteen) calendar days counted from the date of the address change of the Sharia Business Unit Branch Office. (2) In the event that the final deadline for submitting the report on changes in the address of the Sharia Business Unit Branch Office as referred to in paragraph (1) falls on a holiday, the final deadline for submitting the report is the next working day. (3) The reporting on changes in the address of the Sharia Business Unit Branch Office as referred to in paragraph (1) must be submitted by the Board of Directors of the Financing Company using Format 6 as contained in the Appendix which is an integral part of this OJK Regulation, with attached data of the complete address of the Sharia Business Unit Branch Office accompanied by proof of ownership or control of the office building.
Article 30
(1) The SBU intending to close a Sharia Business Unit Branch Office must first notify the Debtor regarding:
a. the plan to close the Sharia Business Unit Branch Office; and b. procedures for settling rights and obligations.
(2) The procedures for settling rights and obligations as referred to in paragraph (1) letter b must be conducted based on regulations and considering the interests of the Debtor.
Article 31
(1) The SBU must report the closure of the Sharia Business Unit Branch Office to the OJK at the latest 10 (ten) calendar days counted from the date of closure of the Sharia Business Unit Branch Office. (2) In the event that the final deadline for submitting the report on the closure of the Sharia Business Unit Branch Office as referred to in paragraph (1) falls on a holiday, the final deadline for submitting the report is the next working day. (3) The reporting on the closure of the Sharia Business Unit Branch Office as referred to in paragraph (1) must be submitted by the Board of Directors of the Financing Company using Format 7 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. proof of notification of the plan to close the Sharia Business Unit Branch Office as referred to in Article 30 paragraph (1) letter a; and b. proof of notification of the procedures for settling rights and obligations as referred to in Article 30 paragraph (1) letter b; and
c. proof of settlement of rights and obligations.
(4) Based on the report as referred to in paragraph (3), the OJK revokes the license for opening the Sharia Business Unit Branch Office.
Article 32
The OJK may revoke the license for opening a Sharia Business Unit Branch Office if, within a period of 6 (six) months continuously, the Sharia Business Unit Branch Office is proven not to conduct operational activities.
Article 33
(1) The SBU may open offices other than Sharia Business Unit Branch Offices within the territory of the Republic of Indonesia.
(2) Offices other than Sharia Business Unit Branch Offices as referred to in paragraph (1) are prohibited from:
a. approving Sharia Financing to prospective Debtors; and b. signing Sharia Financing agreements or contracts with Debtors.
(3) Offices other than Sharia Business Unit Branch Offices as referred to in paragraph (1) are responsible to and coordinated by the Sharia Business Unit Branch Office according to the operational scope of said Sharia Business Unit Branch Office. (4) In the event that the Company does not yet have a Sharia Business Unit Branch Office as referred to in paragraph (3), offices other than Sharia Business Unit Branch Offices are responsible to and coordinated by the nearest Sharia Business Unit Branch Office or the SBU. (5) The opening of offices other than Sharia Business Unit Branch Offices as referred to in paragraph (1) must be reported in writing to the OJK at the latest 15 (fifteen) calendar days after the date of opening of said office, stating the function of said office, the complete address of the office, and the identity of the office leadership, accompanied by proof of ownership or control of the office building. (6) In the event that the final deadline for submitting the report on the opening of offices other than Sharia Business Unit Branch Offices as referred to in paragraph (5) falls on a holiday, the final deadline for submitting the report is the next working day.
Article 34
(1) Changes in address and closure of offices other than Sharia Business Unit Branch Offices must be reported by the SBU to the OJK at the latest 15 (fifteen) calendar days after the date of address change and closure of the office. (2) In the event that the final deadline for submitting the report on changes in address and closure of offices other than Sharia Business Unit Branch Offices as referred to in paragraph (1) falls on a holiday, the final deadline for submitting the report is the next working day.
Sixth Section
Closure of SBU
Article 35
(1) The Financing Company may close the SBU, provided it first reports the plan to close the SBU to the OJK at the latest 30 (thirty) calendar days before the closure is conducted.
(2) In the event that the final deadline for submitting the report on the plan to close the SBU as referred to in paragraph (1) falls on a holiday, the final deadline for submitting the report is the next working day. (3) The Financing Company intending to close the SBU must first notify the Debtor regarding:
a. the plan to close the SBU; and b. procedures for settling the Debtor's rights and obligations.
(4) The procedures for settling rights and obligations to the Debtor as referred to in paragraph (3) letter b must be conducted based on regulations and considering the interests of the Debtor.
Article 36
(1) The report on the closure of the SBU as referred to in Article 35 paragraph (1) must be submitted by the Board of Directors of the Financing Company using Format 8 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. proof of notification of the plan to close the SBU to the Debtor as referred to in Article 35 paragraph (3) letter a; b. proof of notification of the procedures for settling rights and obligations to the Debtor as referred to in Article 35 paragraph (3) letter b; and
c. proof of settlement of objections from the Debtor, if there are objections from the Debtor.
(2) Based on the report as referred to in paragraph (1), the OJK revokes the license for opening the SBU.
Seventh Section
Separation of SBU
Article 37
(1) Financing Companies with the legal form of a limited liability company must separate the SBU into a Sharia Financing Company by establishing a limited liability company with the following provisions:
a. if the value of the SBU's assets has reached at least 50% (fifty percent) of the total assets of the parent Financing Company based on the latest monthly report submitted to the OJK; or b. at the latest 5 (five) years from the implementation of this OJK Regulation. (2) The separation of the SBU into a Sharia Financing Company with the legal form of a limited liability company must be conducted by the Financing Company within a period of at the latest 12 (twelve) months from the fulfillment of the conditions as referred to in paragraph (1). (3) In the event that during the Separation process as referred to in paragraph (2), the assets of the SBU decrease and no longer reach at least 50% (fifty percent) of the total assets of the parent Financing Company, said condition does not eliminate the obligation of the Financing Company to conduct the Separation of the SBU as referred to in paragraph (1) letter a. (4) Financing Companies that have an SBU may separate the SBU before the conditions as referred to in paragraph (1) are met by meeting the requirements as regulated in this OJK Regulation and applicable regulations.
Article 38
(1) The Sharia Financing Company resulting from the Separation as referred to in Article 37 is exempted from the capital provisions as referred to in Article 9.
(2) The Paid-up Capital of the Sharia Financing Company resulting from the Separation as referred to in Article 37 paragraph (1) and paragraph (4) is at least IDR 50,000,000,000.00 (fifty billion rupiah). (3) The Sharia Financing Company resulting from the Separation as referred to in Article 37 paragraph (1) and paragraph (4) is required to increase the Paid-up Capital to at least the capital provisions as referred to in Article 9 at the latest 5 (five) years from the date the business license of the Sharia Financing Company resulting from the Separation is granted.
Article 39
The implementation of the separation of the SBU must be conducted based on provisions as regulated in this OJK Regulation and applicable regulations.
CHAPTER VII
BRANCH OFFICES
Article 40
(1) The Company may open Branch Offices domestically or abroad.
(2) To open a Branch Office as referred to in paragraph (1), the Company must first obtain a Branch Office opening license from the OJK.
(3) To obtain the Branch Office opening license as referred to in paragraph (2), the Company must submit an application for the Branch Office opening license to the OJK.
Article 41
The Company may open a Branch Office by meeting the following requirements:
a. financial health level with a minimum healthy condition; and b. not currently subject to business activity suspension sanctions by the OJK.
Article 42
(1) The application for the Branch Office opening license as referred to in Article 40 paragraph (3) must be submitted by the Board of Directors to the OJK using Format 9 as contained in the Appendix which is an integral part of this OJK Regulation. (2) The application for the Branch Office opening license as referred to in paragraph (1) must be accompanied by documents:
a. the Company's annual business plan which at least contains:
1. the complete address of the Branch Office to be opened;
2. funding sources;
3. financing targets; and
4. financial projections consisting of cash flow, financial position reports, and financial performance reports;
b. the work plan for the Branch Office to be opened which at least contains:
1. financing targets and steps to achieve financing targets;
2. work systems and procedures;
3. organizational structure;
4. monthly financial projections consisting of cash flow, financial position reports, and financial performance reports for 12 (twelve) months; and
5. analysis of market potential and business competition.
c. proof of ownership or control of the office building;
d. number and composition of personnel, accompanied by curriculum vitae and the name of the prospective branch manager.
Article 43
(1) The OJK provides approval or rejection of the Branch Office opening license application as referred to in Article 42 paragraph (1).
(2) The OJK provides approval or rejection of the Branch Office opening license application as referred to in paragraph (1) at the latest 30 (thirty) calendar days after the documents for the Branch Office opening license application as referred to in Article 42 paragraph (2) are received completely and correctly. (3) In processing the application for the Branch Office opening license as referred to in Article 42 paragraph (1), the OJK conducts:
a. research on the completeness and correctness of documents as referred to in Article 42 paragraph (2); b. analysis of documents as referred to in Article 42 paragraph (2); and
c. direct verification to the Branch Office to be opened, if necessary.
(4) Rejection of the Branch Office opening license application as referred to in paragraph (2) is accompanied by reasons for rejection.
Article 44
The Branch Office of the Financing Company is prohibited from conducting Sharia Financing activities unless it has a license as a Sharia Business Unit Branch Office.
Article 45
(1) The Company intending to close a Branch Office must first notify the Debtor regarding:
a. the plan to close the Branch Office; and b. procedures for settling rights and obligations.
(2) The procedures for settling rights and obligations as referred to in paragraph (1) letter b must be conducted based on regulations and considering the interests of the Debtor.
(3) The Company ...
(3) The Company is required to report the closure of a Branch Office in writing to the OJK no later than 10 (ten) calendar days calculated from the date of the Branch Office closure.
(4) In the event that the deadline for submitting the Branch Office closure report as referred to in paragraph (3) falls on a holiday, the submission deadline is the first working day following the holiday.
(5) The report on the closure of a Branch Office as referred to in paragraph (3) must be submitted by the Company's Board of Directors using Format 10 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. proof of notification of the planned closure of the Branch Office as referred to in paragraph (1) letter a; b. proof of notification of the procedure for settling rights and obligations as referred to in paragraph (1) letter b; and
c. proof of the settlement of Debtor rights and obligations.
(6) Based on the report as referred to in paragraph (3), the OJK revokes the license to open the Branch Office calculated from the date of closure.
Article 46
The OJK may revoke the license to open a Branch Office if, within a period of 6 (six) months continuously, the said Branch Office is proven not to conduct operational activities.
Article 47
(1) The Company may open offices other than Branch Offices by reporting to the OJK no later than 10 (ten) calendar days since the date of opening.
(2) In the event that the deadline for submitting the report on the opening of offices other than Branch Offices as referred to in paragraph (1) falls on a holiday, the submission deadline is the first working day following the holiday.
(3) The report on the opening of offices other than Branch Offices as referred to in paragraph (1) using Format 11 as stated in the Appendix which is an integral part of this OJK Regulation is completed with the office's functions and complete address.
Article 48
(1) Offices other than Branch Offices as referred to in Article 47 are responsible to the Branch Office according to the operational scope of the said Branch Office.
(2) In the event that the Company does not yet have a Branch Office as referred to in paragraph (1), offices other than Branch Offices are responsible to and coordinated by the nearest Branch Office or head office.
(3) Offices other than Branch Offices as referred to in paragraph (1) are prohibited from:
a. approving financing to prospective Debtors; b. signing financing agreements or contracts with Debtors.
Article 49
(1) The Company may increase the status of an office other than a Branch Office to a Branch Office after first obtaining approval from the OJK.
(2) The request for approval for status increase as referred to in paragraph (1) is implemented by submitting a request letter according to Format 12 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. the Company's annual business plan which at least contains:
1. the complete address of the Branch Office to be opened;
2. funding sources;
3. financing targets; and
4. financial projections consisting of cash flow, financial position reports, and financial performance reports;
b. the work plan for the Branch Office to be opened which at least contains:
1. financing targets and steps to realize financing targets;
2. work systems and procedures;
3. organizational structure;
4. monthly financial projections consisting of cash flow, financial position reports, and financial performance reports for 12 (twelve) months;
5. market potential analysis and business competition analysis; and
c. the number and composition of personnel, accompanied by a list of resumes and names of prospective branch managers.
(3) The Branch Office work plan containing financing targets, financial projections, market potential analysis, and business competition analysis as referred to in paragraph (2) letter b numbers 1, 4, and 5 may be prepared based on past performance and business prospects of the office other than a Branch Office concerned.
Article 50
The Company is prohibited from changing the address of a Branch Office outside the district/city that is the scope of authority of the previous Branch Office.
CHAPTER VIII
REPORTING
First Section
Reporting of Changes to the Articles of Association
Article 51
(1) Companies in the form of limited liability companies that make certain changes to the Articles of Association are required to report to the OJK no later than 15 (fifteen) calendar days after the changes are approved or recorded by the competent authority.
(2) Companies in the form of cooperatives that make certain changes to the Articles of Association are required to report to the OJK no later than 15 (fifteen) calendar days after the changes are ratified by the competent authority or approved by the member meeting.
(3) In the event that the deadline for submitting the report on certain changes to the Articles of Association as referred to in paragraph (1) and paragraph (2) falls on a holiday, the submission deadline is the first working day following the holiday.
(4) Certain changes to the Articles of Association as referred to in paragraph (1) or (2) include changes to:
a. the purpose and business activities of the Company; b. the name of the Company;
c. the reduction of placed and paid-up capital for Companies in the form of limited liability companies;
d. the status of Companies in the form of closed limited liability companies becoming open limited liability companies or vice versa; and/or e. the addition of placed and paid-up capital for Companies in the form of limited liability companies.
(5) In the event that changes to business activities as referred to in paragraph (4) letter a require specific requirements as regulated in OJK Regulations regarding the conduct of financing company business and OJK Regulations regarding the conduct of Sharia financing business, the Company must first meet the said requirements.
(6) The report on changes to the purpose and business activities of the Company as referred to in paragraph (4) letter a must use Format 13 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of ratification or approval from the competent authority; and b. examples of financing agreements to be used, in the event of changes to business activities.
(7) The report on changes to the Company's name as referred to in paragraph (4) letter b must use Format 14 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of approval from the competent authority for Companies in the form of limited liability companies; b. minutes of the member meeting and/or changes to the Articles of Association for Companies in the form of cooperative legal entities; and
c. the tax identification number (NPWP) in the new name of the Company.
(8) The report on the reduction of placed and paid-up capital for Companies in the form of limited liability companies as referred to in paragraph (4) letter c must use Format 15 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents of changes to the Articles of Association accompanied by proof of approval from the competent authority.
(9) The report on changes to the status of Companies in the form of closed limited liability companies becoming open limited liability companies or vice versa as referred to in paragraph (4) letter d, must use Format 16 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents of changes to the Articles of Association accompanied by proof of approval from the competent authority.
(10) The report on the addition of placed and paid-up capital of the Company as referred to in paragraph (4) letter e, must use Format 17 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of the letter of acceptance of notification from the competent authority for Companies in the form of limited liability companies; b. proof of capital addition, namely:
Second Section
Reporting of Changes to the Board of Directors, Board of Commissioners, Shareholders, and Sharia Supervisory Board
Article 52
(1) Companies that make changes to:
a. Board of Directors members; b. Board of Commissioners members; and/or
c. shareholders;
are required to report to the OJK no later than 15 (fifteen) calendar days after the changes are approved or recorded by the competent authority.
(2) In the event that the deadline for submitting the report on changes to Board of Directors members, Board of Commissioners members, and/or shareholder members as referred to in paragraph (1) falls on a holiday, the submission deadline is the first working day following the holiday.
(3) The report on changes to Board of Directors members and/or Board of Commissioners members of the Company as referred to in paragraph (1) letters a and b, must use Format 18 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. minutes of the general meeting of shareholders or member meetings for Companies in the form of cooperative legal entities; and b. changes to the Articles of Association accompanied by proof of the letter of acceptance of notification from the competent authority for Companies in the form of limited liability companies.
(4) The report on changes to shareholders of Companies in the form of limited liability companies as referred to in paragraph (1) letter c, must use Format 19 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of the letter of recording from the competent authority; b. minutes of the transfer of rights over shares, in the event of a transfer of rights over shares;
c. shareholder data as referred to in Article 4 paragraph (2) letter c, in the event of new shareholders; and
d. a statement letter from shareholders stating that the money used to buy shares of the Company does not come from money laundering activities and financial crimes, in the event of share sales.
(5) In the event that the Company trades its shares on the stock exchange, the obligation to report changes to shareholders as referred to in paragraph (1) letter c applies if:
a. there are changes to shareholders from shares obtained not from stock exchange trading; and/or b. there are changes to Major Shareholders (PSP).
Article 53
(1) Sharia Financing Companies and Sharia Business Units (UUS) are required to report changes to the composition and position of the Sharia Supervisory Board (DPS) to the OJK no later than 10 (ten) calendar days since the appointment according to Format 20 as stated in the Appendix which is an integral part of this OJK Regulation.
(2) In the event that the deadline for submitting the report on changes to the composition and position of the DPS as referred to in paragraph (1) falls on a holiday, the submission deadline is the first working day following the holiday.
(3) The report as referred to in paragraph (1) must be accompanied by:
a. proof of passing the ability and propriety assessment for the DPS; and b. minutes of the general meeting of shareholders or member meetings regarding the appointment of DPS members.
Third Section
Reporting of Address Changes
Article 54
(1) The Company is required to report changes to the address of the head office, Branch Offices, or offices other than Branch Offices in writing to the OJK no later than 10 (ten) calendar days calculated from the date of the change.
(2) In the event that the deadline for submitting the report on changes to the address of the head office, Branch Offices, or offices other than Branch Offices as referred to in paragraph (1) falls on a holiday, the submission deadline is the first working day following the holiday.
(3) The report on changes to the address of the head office, Branch Offices, or offices other than Branch Offices as referred to in paragraph (1) must use Format 21 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by proof of ownership or control over the new office building.
CHAPTER IX
MERGER, CONSOLIDATION, TAKEOVER, AND SEPARATION First Section Merger, Consolidation, and Takeover
Article 55
(1) The Company may conduct:
a. Merger; b. Consolidation; or
c. Takeover.
(2) Merger or Consolidation as referred to in paragraph (1) letters a and b may only be conducted by Companies in the form of the same legal entity.
(3) Takeover of Companies as referred to in paragraph (1) letter c must meet the provisions as referred to in Article 2 paragraph (2), Article 10, and Article 12.
Article 56
(1) Companies intending to conduct Merger, Consolidation, or Takeover as referred to in Article 55 paragraph (1) are required to submit the implementation plan for Merger, Consolidation, or Takeover to the OJK to obtain approval.
(2) The request for approval as referred to in paragraph (1) is submitted by the Board of Directors to the OJK, using Format 22 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. the plan for the minutes of the general meeting of shareholders or member meetings; b. the plan for the minutes of Merger, Consolidation, or Takeover;
c. the plan for the ownership list as referred to in Article 4 paragraph (2) letter b, for Companies intending to conduct Merger or Consolidation;
d. minutes of the transfer of rights over shares, in the event that share takeover is conducted directly from shareholders, for Companies intending to conduct Takeover; e. the latest audited financial reports; f. proforma financial reports of the Company resulting from Merger or Consolidation; g. shareholder data as referred to in Article 4 paragraph (2) letter c; h. a statement letter from shareholders stating that the money used to buy shares of the Company does not come from loans, money laundering activities, and financial crimes, for Companies intending to conduct Takeover; and
i. documents stating that the Company has no tax debts from the competent authority.
(3) In order to provide approval or rejection as referred to in paragraph (1), the OJK conducts:
a. research on the completeness of documents as referred to in paragraph (2); b. feasibility analysis of the Merger or Consolidation plan;
c. assessment of the ability and propriety of prospective Major Shareholders (PSP), DPS members, Board of Commissioners members, and Board of Directors members; and
d. analysis of compliance with regulations in the field of financing.
Article 57
(1) Companies receiving Merger are required to report Merger or Companies resulting from Consolidation are required to report Consolidation in writing to the OJK no later than 10 (ten) calendar days calculated from the date of receiving the approval or notification of changes to the Articles of Association from the competent authority.
(2) Companies taken over are required to report Takeover in writing to the OJK no later than 10 (ten) calendar days calculated from the date of the Takeover minutes made before a notary.
(3) In the event that the deadline for submitting the report on Merger or Consolidation as referred to in paragraph (1) or the report on Takeover as referred to in paragraph (2) falls on a holiday, the submission deadline is the first working day following the holiday.
(4) The report on Merger or Consolidation as referred to in paragraph (1) must use Format 23 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. for Merger:
1. minutes of the general meeting of shareholders or member meetings;
2. minutes of Merger that have been approved or recorded by the competent authority;
3. the ownership list as referred to in Article 4 paragraph (2) letter b; and
4. shareholder data as referred to in Article 4 paragraph (2) letter c;
b. for Consolidation:
1. minutes of the general meeting of shareholders or member meetings;
2. minutes of Consolidation that have been approved or recorded by the competent authority;
3. the ownership list as referred to in Article 4 paragraph (2) letter b; and
4. shareholder data as referred to in Article 4 paragraph (2) letter c.
(5) In the context of reporting Merger or Consolidation as referred to in paragraph (1), Companies receiving Merger or resulting from Consolidation may submit a request for a license to open Branch Offices previously owned by Companies merging or consolidating to the OJK in their name.
(6) The request for a license to open Branch Offices as referred to in paragraph (5) must use Format 24 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. the previous license to open Branch Offices owned by Companies merging or consolidating; and b. proof of ownership or control over office buildings.
(7) Based on the report on Merger as referred to in paragraph (4) letter a and the request for a license to open Branch Offices as referred to in paragraph (6), the OJK:
a. conducts research on the completeness and truthfulness of documents as referred to in paragraph (4) letter a numbers 1 to 4; b. revokes the business license and license to open Branch Offices of Companies merging; and
c. provides approval for the request for a license to open Branch Offices in Merger as referred to in paragraph (6).
(8) Based on the report on Consolidation as referred to in paragraph (4) letter b and the request for a license to open Branch Offices as referred to in paragraph (6), the OJK:
a. conducts research on the completeness and truthfulness of documents as referred to in paragraph (4) letter b numbers 1 to 4; b. revokes the business license and license to open Branch Offices of Companies consolidating;
c. provides approval or rejection of the business license to Companies resulting from Consolidation; and
d. provides approval for the request for a license to open Branch Offices in Consolidation as referred to in paragraph (6), in the event that the OJK provides approval for the business license as referred to in letter c.
(9) The provision of approval for a license to open Branch Offices in Merger as referred to in paragraph (7) letter c is conducted no later than 40 (forty) calendar days after the reporting documents as referred to in paragraph (4) letter a are received completely and correctly.
(10) The provision of approval or rejection of the business license in Consolidation as referred to in paragraph (8) letter c and the provision of approval for a license to open Branch Offices in Consolidation as referred to in paragraph (8) letter d is conducted no later than 40 (forty) calendar days after the reporting documents as referred to in paragraph (4) letter b and paragraph (6) are received completely and correctly.
(11) In the event that the OJK rejects the establishment of a business license as referred to in paragraph (8) letter c, the rejection is accompanied by a written explanation.
(12) Before the approval of the business license as referred to in paragraph (8) letter c is granted, the Company is prohibited from conducting financing business activities.
Second Section
Separation
Article 58
(1) The Company may conduct Separation, by means of:
a. Pure Separation; or b. Impure Separation.
(2) Pure Separation as referred to in paragraph (1) letter a must result in all assets, liabilities, and Equity of the Company transferring by operation of law to 2 (two) or more other Companies receiving the transfer, and the Company conducting the Separation ends by operation of law.
(3) Impure Separation as referred to in paragraph (1) letter b must result in part of the assets, liabilities, and Equity of the Company transferring by operation of law to 1 (one) or more other Companies receiving the transfer, and the Company conducting the Separation remains.
Article 59
(1) The Company may conduct Pure Separation as referred to in Article 58 paragraph (1) letter a, by establishing a new Company.
(2) New Companies as referred to in paragraph (1) are prohibited from conducting financing business activities before obtaining a business license from the OJK.
(3) To obtain the business license as referred to in paragraph (2), the Board of Directors of the new Company as referred to in paragraph (1) must submit a request for a business license to the OJK no later than 60 (sixty) calendar days calculated from the date of the Separation minutes made before a notary.
(4) The OJK provides approval or rejection for the request for a business license as referred to in paragraph (3).
Article 60
(1) The request for a business license as referred to in Article 59 paragraph (3) must be submitted using Format 25 as stated in the Appendix which is an integral part of this OJK Regulation.
(2) The submission of the request for a business license as referred to in paragraph (1) must be accompanied by:
a. documents as referred to in Article 4 paragraph (2); b. minutes of the general meeting of shareholders approving the Separation; and
c. minutes of Separation.
(3) In the context of the request for a business license as referred to in paragraph (2), new Companies as referred to in Article 59 paragraph (1) may submit a request for the determination of a license to open Branch Offices previously owned by Companies conducting Pure Separation to the OJK in their name.
(4) The request for a license to open Branch Offices as referred to in paragraph (3) must use Format 26 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. the previous license to open Branch Offices owned by Companies conducting Pure Separation; and b. proof of ownership or control over office buildings.
(5) Based on the request for a business license as referred to in paragraph (1) and the request for a license to open Branch Offices...
opening of Branch Offices as referred to in paragraph (4), OJK:
a. determines the revocation of business licenses and branch office opening licenses for Companies conducting Pure Separation; and b. grants approval for the opening of Branch Offices as referred to in paragraph (4), in the event that the business license application is approved.
Article 61
(1) A Company may conduct Non-Pure Separation as referred to in Article 58 paragraph (1) letter b, by:
a. establishing a new Company; or b. transferring part of the assets, liabilities, and Equity of the Company to another Company that has obtained a business license.
(2) A Company conducting Non-Pure Separation as referred to in paragraph (1) must first obtain Separation approval from OJK.
(3) An application for Non-Pure Separation approval as referred to in paragraph (2) must be submitted by the Directors of the Company conducting the Separation to OJK using Format 27 as set forth in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. draft deed of Separation; b. draft deed of establishment of the Company receiving the assets, liabilities, and equity; and
c. projection of the financial position report of the Company conducting the Separation.
(4) Approval or rejection of the Separation application as referred to in paragraph (3) is provided...
provided no later than 20 (twenty) calendar days after the application documents are received completely and correctly.
(5) A Company conducting Non-Pure Separation as referred to in paragraph (1) may continue to conduct financing business activities.
Article 62
(1) A Company conducting Non-Pure Separation after obtaining Separation approval as referred to in Article 61 paragraph (4) must report the implementation of the Separation in writing to OJK no later than 6 (six) months calculated from the date the Separation approval is obtained.
(2) The report on the implementation of the Separation as referred to in paragraph (1) must use Format 28 as set forth in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. minutes of the General Meeting of Shareholders or Members approving the Separation; b. deed of Separation; and
c. amendment of the Articles of Association approved or approved by the competent authority, in the event of an amendment to the Articles of Association.
(3) In the event that Non-Pure Separation as referred to in Article 58 paragraph (1) letter b is conducted against a Sharia Unit (UUS), based on the report on the implementation of the Separation as referred to in paragraph (2), OJK revokes the UUS license.
Article 63
(1) A new Company as referred to in Article 61 paragraph (1) letter a is prohibited from conducting financing business activities before obtaining a business license from OJK.
(2) To obtain the business license as referred to in...
in paragraph (1), the Directors of the new Company as referred to in Article 61 paragraph (1) letter a must submit a business license application to OJK.
(3) OJK grants approval or rejection of the business license application as referred to in paragraph (2).
Article 64
(1) The business license application as referred to in Article 63 paragraph (2) must be submitted using Format 29 as set forth in the Appendix which is an integral part of this OJK Regulation.
(2) The submission of the business license application as referred to in paragraph (1) must be accompanied by documents as referred to in Article 4 paragraph (2).
(3) In the context of the business license application as referred to in paragraph (2), a new Company as referred to in Article 61 paragraph (1) letter a may submit an application for the opening of Branch Offices previously owned by the Company conducting Non-Pure Separation to OJK under its name.
(4) The application for the opening of Branch Offices as referred to in paragraph (3) must use Format 30 as set forth in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. the previous branch office opening license owned by the Company conducting Non-Pure Separation; and b. proof of ownership or control of the office building.
(5) Based on the application for the opening of Branch Offices as referred to in paragraph (4), OJK grants approval for the opening of Branch Offices...
Branch Offices as referred to in paragraph (4), in the event that the business license application is approved.
Article 65
Processing of business license applications, granting approval or rejection of business license applications for new Companies resulting from Separation as referred to in Article 59 paragraph (1) and Article 61 paragraph (1) letter a applies mutatis mutandis the provisions in Article 4.
Part Three
Fulfillment of Other Provisions
Article 66
(1) Mergers, Consolidations, Takeovers, and Separations must be conducted in accordance with the provisions of applicable laws and regulations.
(2) Companies receiving Mergers, results of Consolidations, Takeovers, and those receiving transfers must fulfill the provisions in this OJK Regulation.
CHAPTER X
CONVERSION OF FINANCING COMPANIES INTO SHARIA FINANCING COMPANIES
Article 67
(1) Financing Companies may convert into Sharia Financing Companies after first obtaining approval from OJK.
(2) To obtain the business license as referred to in paragraph (1), the Directors of the Financing Company must submit an application for approval to OJK using Format 31 as set forth in the Appendix which is an integral part of this OJK Regulation.
(3) The submission of the business license application as referred to in paragraph (2) must be accompanied by:
a. business license as a Financing Company; b. the results of the assessment of competence and propriety for Directors, Commissioners, Sharia Supervisory Board (DPS), and Sharia Supervisory Practitioners (PSP) that are still valid;
c. minutes of the General Meeting of Shareholders or Members regarding the appointment of members of the DPS;
d. minutes of the General Meeting of Shareholders approving the conversion; e. a list of officials one level below the Directors who at least have expertise and/or experience in Sharia finance, accompanied by proof of such expertise and/or experience; and f. a work plan for the first 2 (two) years after obtaining the license as a Sharia Financing Company, which at least contains:
(4) For Financing Companies that have conducted all business activities based on Sharia Principles before the establishment of this OJK Regulation, an application for approval as a Sharia Financing Company must be submitted within a maximum period of 1 (one) year since the establishment of this OJK Regulation, accompanied by the business license as a Financing Company and a list of Branch Offices.
Article 68...
Article 68
(1) In processing the business license application as referred to in Article 67 paragraph (2), OJK conducts:
a. analysis and research on the completeness of documents as referred to in Article 67 paragraph (3) or paragraph (4); b. feasibility analysis of the work plan as referred to in Article 67 paragraph (3) letter f; and
c. analysis of compliance with laws and regulations in the field of Sharia Financing.
(2) OJK grants approval or rejection of the business license application no later than 30 (thirty) calendar days after the business license application documents as referred to in Article 67 paragraph (3) or paragraph (4) are received completely and correctly.
(3) In the event that OJK approves the business license application, OJK changes the Financing Company license to a Sharia Financing Company license.
(4) In the event that OJK rejects the business license application, the rejection is accompanied by a written explanation.
Article 69
(1) Sharia Financing Companies resulting from conversion as referred to in Article 67 paragraph (1) are exempted from:
a. capital adequacy provisions as referred to in Article 9; and b. the obligation to have Equity of at least:
limited liability companies; or
2. IDR 50,000,000,000.00 (fifty billion Rupiah)
for Sharia Financing Companies in the form of cooperatives.
(2) The Equity of Sharia Financing Companies resulting from conversion as referred to in Article 67 paragraph (1) is at least IDR 50,000,000,000.00 (fifty billion Rupiah).
(3) Sharia Financing Companies resulting from conversion as referred to in Article 67 paragraph (1) must increase their Equity to at least IDR 100,000,000,000.00 (one hundred billion Rupiah) no later than 5 (five) years from the date the business license for the Sharia Financing Company resulting from Separation is granted.
CHAPTER XI
REVOCATION OF BUSINESS LICENSES
Article 70
(1) The revocation of a Company's business license is conducted by OJK.
(2) The revocation of the business license as referred to in paragraph (1) is conducted in the event that the Company:
a. dissolves; b. is subject to sanctions as referred to in this OJK Regulation;
c. changes its business activities; or
d. conducts a Merger or Consolidation.
(3) Before the revocation of the business license is established by OJK, the Company must settle its obligations to Debtors.
(4) The procedure for settling obligations as referred to in paragraph (3) must be conducted based on applicable...
laws and regulations and considering the interests of Debtors.
Article 71
(1) In the event that a Company dissolves due to a decision of the General Meeting of Shareholders or Members or for other reasons in accordance with applicable laws and regulations, the liquidator or solver must report the dissolution to OJK no later than 20 (twenty) calendar days calculated from the date the decision or determination of Dissolution is established.
(2) In the event that the deadline for submitting the dissolution report as referred to in paragraph (1) falls on a holiday, the deadline for submitting the report is the next working day.
(3) The report on dissolution as referred to in paragraph (1), using Format 32 as set forth in the Appendix which is an integral part of this OJK Regulation, must be accompanied by:
a. documents serving as the basis for the decision or determination of dissolution; and b. the business license.
(4) Based on the report as referred to in paragraph (1), OJK revokes the Company's business license.
Article 72
(1) A Company intending to change its business activities so that it is no longer a Company must obtain approval from OJK.
(2) The application for approval of the change in business activities as referred to in paragraph (1) using Format 33 as set forth in the Appendix which is an integral part of this OJK Regulation, must be accompanied...
by:
a. a draft deed of the Articles of Association containing the plan for the new business activities; and b. a plan for settling rights and obligations related to financing business activities.
(3) The Company must report the change in business activities no later than 15 (fifteen) calendar days since the amendment of the Articles of Association is approved by the competent authority, using Format 34 as set forth in the Appendix which is an integral part of this OJK Regulation, and must be accompanied by:
a. minutes of the General Meeting of Shareholders or Members; and b. the amendment of the Articles of Association approved by the competent authority.
(4) In the event that the deadline for submitting the report on the change in business activities as referred to in paragraph (3) falls on a holiday, the deadline for submitting the report is the next working day.
(5) In the event that the Company does not fulfill the provisions as referred to in paragraph (2) letter b, OJK may list the Directors and/or members of the Board of Commissioners in the list of failed assessments (DTL) in the financial services sector.
(6) Based on the report as referred to in paragraph (3), OJK revokes the Company's business license.
Article 73
Companies whose business licenses have been revoked are prohibited from using the words finance, pembiayaan (financing), words characterizing financing activities or Sharia financing activities, in the Company's name.
CHAPTER XII...
CHAPTER XII
FINANCING COMPANIES
IN THE ELECTRICITY AND SHIPPING SECTORS
Article 74
Companies established specifically to conduct activities in the electricity sector are not required to fulfill the provisions of Article 10, Article 12 paragraph (1), and Article 17.
Article 75
Companies established specifically to conduct activities in the shipping sector are not required to fulfill the provisions of Article 10, Article 12 paragraph (1), and Article 17.
CHAPTER XIII
SANCTIONS
Article 76
(1) Companies that do not fulfill the provisions as referred to in Article 6 paragraph (1), Article 6 paragraph (2), Article 8, Article 11 paragraph (2), Article 12 paragraph (2), Article 14, Article 15 paragraph (3), Article 15 paragraph (4), Article 15 paragraph (6), Article 15 paragraph (7), Article 15 paragraph (8), Article 16, Article 17, Article 18, Article 40 paragraph (2), Article 44, Article 45 paragraph (1), Article 45 paragraph (2), Article 45 paragraph (3), Article 48 paragraph (3), Article 50, Article 51 paragraph (1), Article 51 paragraph (2), Article 51 paragraph (5), Article 52 paragraph (1), Article 53 paragraph (1), Article 54 paragraph (1), Article 55 paragraph (3), Article 56 paragraph (1), Article 57 paragraph (1), Article 57 paragraph (2), Article 57 paragraph (12), Article 59 paragraph (2), Article 61 paragraph (2), Article 62 paragraph (1), Article 63 paragraph (1), Article 66, Article 67 paragraph (4), Article 69 paragraph (3), Article 70 paragraph (3), Article 70 paragraph (4), Article 72 paragraph (3), and/or Article 73 of this OJK Regulation are subject to administrative sanctions in stages, namely:
a. warnings; b. suspension of business activities; and
c. revocation...
c. revocation of the Company's business license.
(2) In addition to the sanctions as referred to in paragraph (1), OJK may impose additional sanctions in the form of:
a. restriction of certain business activities; b. prohibition on opening networks of Branch Offices and offices other than Branch Offices;
c. reduction of risk assessment results;
d. cancellation of certain approvals; and/or e. re-assessment of competence and propriety.
(3) Companies violating the provisions as referred to in paragraph (1) but whose violations have been resolved are still subject to the first warning sanction which ends automatically.
(4) In the event that a Company is subject to administrative sanctions in the form of warnings as referred to in paragraph (1) letter a, such warning sanctions may be issued in writing at most 3 (three) times consecutively with each validity period of no longer than 2 (two) months.
(5) In the event that before the expiration of the warning sanction period as referred to in paragraph (4), the Company has fulfilled the provisions as referred to in paragraph (1), OJK revokes the warning sanction.
(6) In the event that the validity period of the third warning as referred to in paragraph (4) expires and the Company still does not fulfill the provisions as referred to in paragraph (1), OJK imposes sanctions for the suspension of business activities.
(7) Sanctions for the suspension of business activities are issued in writing and take effect from the date of establishment for a maximum period of 6 (six) months.
(8) In the event that the validity period of warning and/or sanctions for the suspension of business activities expires on a holiday...
holiday, warning and/or sanctions for the suspension of business activities remain valid until the next working day.
(9) Companies subject to sanctions for the suspension of business activities as referred to in paragraph (6) are prohibited from conducting business activities.
(10) In the event that before the expiration of the suspension of business activities period as referred to in paragraph (7), the Company has fulfilled the provisions as referred to in paragraph (1), OJK revokes the sanctions for the suspension of business activities.
(11) In the event that sanctions for the suspension of business activities are still in effect and Financing Companies continue to conduct financing business activities, OJK may directly impose sanctions for the revocation of business licenses.
(12) In the event that by the expiration of the suspension of business activities period as referred to in paragraph (7), the Company still does not fulfill the provisions as referred to in paragraph (1), OJK revokes the business license of the respective Company.
(13) OJK may announce sanctions for the restriction of certain business activities as referred to in paragraph (2) letter a, suspension of business activities as referred to in paragraph (1) letter b, and/or sanctions for the revocation of business licenses as referred to in paragraph (1) letter c to the public.
Article 77
(1) Financing Companies that have Sharia Units (UUS) and do not fulfill the provisions as referred to in Article 19, Article 20, Article 21 paragraph (1), Article 21 paragraph (4), Article 23 paragraph (1), Article 23 paragraph (2), Article 24 paragraph (1), Article 25 paragraph (1), Article 26 paragraph (1), Article 29 paragraph (1), Article 30, Article 31 paragraph (1), Article 33 paragraph (2), Article 33 paragraph (5), Article 34 paragraph (1), Article 35 paragraph (1), Article...
Article 35 paragraph (3), Article 35 paragraph (4), Article 37 paragraph (1), Article 37 paragraph (2), Article 38 paragraph (3), and/or Article 39 of this OJK Regulation are subject to administrative sanctions in stages, namely:
a. warnings; b. suspension of business activities of UUS; and
c. revocation of UUS business licenses.
(2) In addition to the sanctions as referred to in paragraph (1), OJK may impose additional sanctions in the form of:
a. restriction of certain business activities; b. prohibition on opening networks of Sharia Unit Branch Offices and/or offices other than Sharia Unit Branch Offices;
c. reduction of risk assessment results;
d. cancellation of certain approvals; and/or e. re-assessment of competence and propriety.
(3) Financing Companies that have Sharia Units (UUS) violating the provisions as referred to in paragraph (1) but whose violations have been resolved are still subject to the first warning sanction which ends automatically.
(4) In the event that Financing Companies that have Sharia Units (UUS) are subject to administrative sanctions in the form of warnings as referred to in paragraph (1) letter a, such warning sanctions may be issued in writing at most 3 (three) times consecutively with each validity period of no longer than 2 (two) months.
(5) In the event that before the expiration of the warning sanction period as referred to in paragraph (4), Financing Companies that have Sharia Units (UUS) have fulfilled the provisions as referred to in paragraph (1), OJK revokes the warning sanction.
(6) In the...
(6) In the event that the validity period of the third warning as referred to in paragraph (4) expires and Financing Companies that have Sharia Units (UUS) still do not fulfill the provisions as referred to in paragraph (1), OJK imposes sanctions for the suspension of business activities of UUS.
(7) Sanctions for the suspension of business activities of UUS are issued in writing and take effect from the date of establishment for a maximum period of 6 (six) months.
(8) In the event that the validity period of warning and/or sanctions for the suspension of business activities of UUS expires on a holiday, warning and/or sanctions for the suspension of business activities of UUS remain valid until the next working day.
(9) Financing Companies that have Sharia Units (UUS) subject to sanctions for the suspension of business activities of UUS as referred to in paragraph (6) are prohibited from conducting business activities.
(10) In the event that before the expiration of the suspension of business activities of UUS period as referred to in paragraph (7), Financing Companies that have Sharia Units (UUS) have fulfilled the provisions as referred to in paragraph (1), OJK revokes the sanctions for the suspension of business activities of UUS.
(11) In the event that sanctions for the suspension of business activities of UUS are still in effect and Financing Companies that have Sharia Units (UUS) continue to conduct financing business activities, OJK may directly impose sanctions for the revocation of UUS business licenses.
(12) In the...
(12) In the event that by the expiration of the suspension of business activities of UUS period as referred to in paragraph (7), Financing Companies that have Sharia Units (UUS) still do not fulfill the provisions as referred to in paragraph (1), OJK revokes the business license of the respective UUS.
(13) OJK may announce sanctions for the restriction of certain business activities as referred to in paragraph (2) letter a, suspension of business activities of UUS as referred to in paragraph (1) letter b, and/or revocation of UUS business licenses as referred to in paragraph (1) letter c to the public.
Article 78
In the event that Companies receive administrative sanctions in the form of warning sanctions as referred to in Article 76 paragraph (1) letter a and Article 77 paragraph (1) letter a cumulatively 5 (five) times or more within a period of 2 (two) years, OJK may request the Directors and/or Board of Commissioners to undergo re-assessment of competence and propriety.
CHAPTER XIV
TRANSITIONAL PROVISIONS
Article 79
Financing Companies that have obtained business licenses before the establishment of this OJK Regulation are deemed to still have valid business licenses as Financing Companies.
Article 80
Provisions regarding the use of names as referred to in Article 7 paragraph (1) do not apply to Companies that have obtained business licenses before the establishment of this OJK Regulation as long as the Companies do not change the Company's name.
Article 81...
Article 81
(1) Provisions regarding foreign ownership limits as referred to in Article 10 do not apply to Companies that have obtained business licenses before the establishment of this OJK Regulation as long as the Companies do not undergo changes in capital, changes in the composition of shareholders, and/or changes in shareholders.
(2) For Companies that exceed the foreign ownership limits as referred to in Article 10 before the establishment of this OJK Regulation and undergo changes in capital, changes in the composition of shareholders, and/or changes in shareholders, the provisions as referred to in Article 10 are deemed to take effect as of December 31, 2019.
Article 82
For Companies that have obtained business licenses before the establishment of this OJK Regulation, the provisions as referred to in Article 15, Article 16, Article 17, and Article 18 are deemed to take effect 2 (two) years since the establishment of this OJK Regulation.
Article 83
Provisions as referred to in Article 37 paragraph (1) letter a take effect 1 (one) year since the establishment of this OJK Regulation.
Article 84
(1) Every administrative sanction that has been imposed on Financing Companies based on:
a. Minister of Finance Regulation Number 84/PMK.012/2006 concerning Financing Companies; b. Minister of Finance Regulation...
b. Minister of Finance Regulation Number 30/PMK.010/2010 concerning the Application of Customer Due Diligence Principles for Non-Bank Financial Institutions;
c. Minister of Finance Regulation Number 43/PMK.010/2012 concerning Consumer Financing Down Payments for Motor Vehicles on Financing Companies as amended by Minister of Finance Regulation Number 220/PMK.010/2012;
d. Minister of Finance Regulation Number 130/PMK.010/2012 concerning the Registration of Fiduciary Guarantees for Financing Companies Conducting Consumer Financing for Motor Vehicles with Fiduciary Guarantee Encumbrance; is deemed valid and effective.
(2) Financing Companies that have not been able to overcome the causes of the imposition of administrative sanctions as referred to in paragraph (1) are subject to subsequent sanctions in accordance with this OJK Regulation.
CHAPTER XV
CLOSING PROVISIONS
Article 85
At the time this OJK Regulation takes effect, provisions regarding business licensing and institutional matters for Companies are subject to this OJK Regulation.
Article 86...
Article 86
This Financial Services Authority Regulation takes effect on the date of its enactment.
To ensure that everyone is aware of it, it is ordered to enact this OJK Regulation by placing it in the State Gazette of the Republic of Indonesia.
Promulgated in Jakarta on November 19, 2014
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY,
Signed,
MULIAMAN D. HADAD
Enacted in Jakarta on November 19, 2014
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
Signed,
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2014 NUMBER 363
Copy in accordance with the original
Director of Legal Affairs 1
Ministry of Law,
Signed,
Tini Kustini
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“Recalling: Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);”
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