Financial Services Authority Regulation Number 34/POJK.05/2015 on Business Licensing and Institutional Organization of Venture Capital Companies

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 34/POJK.05/2015
ON
BUSINESS LICENSING AND INSTITUTIONAL ORGANIZATION OF VENTURE CAPITAL COMPANIES BY THE GRACE OF GOD ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that in order to encourage national economic growth and support the development of venture capital companies, it is necessary to improve comprehensive, clear, and legally certain business licensing and institutional regulations; b. that based on the considerations referred to in letter a, it is necessary to establish a Financial Services Authority Regulation on Business Licensing and Institutional Organization of Venture Capital Companies;

Considering:
Law Number 21 of 2011 on 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);

COPY

DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION ON BUSINESS LICENSING AND INSTITUTIONAL ORGANIZATION OF VENTURE CAPITAL COMPANIES.

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:

Venture Capital Business is a financing business through capital participation and/or financing for a certain period of time in order to develop the business of partner businesses or debtors.
Venture Capital Company, hereinafter abbreviated as PMV, is a business entity that carries out Venture Capital Business, venture fund management, fee-based service activities, and other activities with the approval of the Financial Services Authority.
Sharia Venture Capital Business is a financing business through investment activities and/or service provision for a certain period of time in order to develop the business of partner businesses, implemented based on Sharia principles.
Sharia Venture Capital Company, hereinafter abbreviated as PMVS, is a business entity that carries out Sharia Venture Capital Business, venture fund management, and other business activities with the approval of the Financial Services Authority, all of which are implemented based on Sharia principles.
Sharia Principles are Islamic legal provisions based on fatwas and/or Sharia conformity statements from the National Sharia Board of the Indonesian Ulema Council.
Sharia Business Unit, hereinafter abbreviated as UUS, is a work unit of the PMV headquarters that functions as the parent office of offices carrying out Sharia Venture Capital Business.
Partner Business is an individual or company, including micro, small, medium enterprises, and cooperatives, that receives capital participation and/or investment based on profit-sharing principles from PMV, PMVS, or UUS.
Debtor is an individual or company, including micro, small, medium enterprises, and cooperatives, that receives productive business financing from PMV.
General Meeting of Shareholders, hereinafter abbreviated as GMS, is the general meeting of shareholders as referred to in Law Number 40 of 2007 on Limited Liability Companies for PMV or PMVS that are legal entities in the form of limited liability companies or equivalent to GMS for PMV or PMVS that are legal entities in the form of cooperatives and limited partnerships.
Shareholder is the shareholder as referred to in Law Number 40 of 2007 on Limited Liability Companies for PMV or PMVS that are legal entities in the form of limited liability companies or equivalent to Shareholder for PMV or PMVS that are legal entities in the form of cooperatives and limited partnerships.
Controlling Shareholder, hereinafter abbreviated as CS, is an individual, legal entity, and/or business group that:
a. owns shares or capital of PMV or PMVS amounting to 25% (twenty-five percent) or more of the issued shares and has voting rights; or b. owns shares or capital of PMV or PMVS less than 25% (twenty-five percent) of the issued shares and has voting rights but can be proven to have controlled PMV or PMVS, directly or indirectly.
Board of Directors is the Board of Directors as referred to in Law Number 40 of 2007 on Limited Liability Companies for PMV or PMVS that are legal entities in the form of limited liability companies or equivalent to the Board of Directors for PMV or PMVS that are legal entities in the form of cooperatives or limited partnerships.
Board of Commissioners is the Board of Commissioners as referred to in Law Number 40 of 2007 on Limited Liability Companies for PMV or PMVS that are legal entities in the form of limited liability companies or equivalent to the Board of Commissioners for PMV or PMVS that are legal entities in the form of cooperatives or limited partnerships.
Sharia Supervisory Board, hereinafter abbreviated as SSB, is a part of the PMV or PMVS organ that has the task and function of supervising the implementation of business activities to ensure compliance with Sharia Principles.
Paid-up Capital:
a. for PMV or PMVS in the form of a limited liability company legal entity, is paid-up capital; b. for PMV or PMVS in the form of a cooperative legal entity, is principal savings and mandatory savings; or
c. for PMV or PMVS in the form of a limited partnership business entity, is capital from the partners of the limited partnership.
Equity:
a. for PMV or PMVS in the form of a limited liability company legal entity, is the sum of:
Paid-up Capital;
additional Paid-up Capital, consisting of:
a) share premium/discount; b) equity issuance costs; and c) others according to financial accounting standard principles;
transaction difference of restructuring entities under common control;
retained earnings/losses;
current year profit/loss;
treasury stock; and
other Equity components, consisting of:
a) changes in revaluation surplus; b) exchange differences due to translating financial statements in foreign currencies; c) gains and losses from re-measuring available-for-sale financial assets; d) effective portion of gains and losses of hedging instruments in cash flow hedging; and e) other Equity components according to financial accounting standard principles. b. for PMV or PMVS in the form of a cooperative legal entity, is the sum of principal savings, mandatory savings, reserve funds, grants, and undistributed surplus.
c. for PMV in the form of a limited partnership business entity, is the difference between the total assets and liabilities of the PMV.
d. for PMVS in the form of a limited partnership business entity or UUS, is the difference between the total assets and the sum of liabilities and temporary funding.
Branch Office is an office of PMV or PMVS that has the authority to approve business activity agreements conducted by PMV or PMVS with Partner Businesses and/or Debtors.
Sharia Branch Office is an office that is directly responsible to the UUS and has the authority to approve Sharia Venture Capital Business activity agreements with Partner Businesses.
Merger is a legal act performed by 2 (two) or more PMV or PMVS to merge by establishing 1 (one) new PMV or PMVS which by law acquires assets, liabilities, and Equity from the PMV or PMVS merging, and the legal status of the merging PMV or PMVS ends by law.
Consolidation is a legal act performed by 1 (one) or more PMV or PMVS to merge with an existing PMV or PMVS, resulting in the assets, liabilities, and Equity of the merging PMV or PMVS transferring by law to the PMV or PMVS receiving the Consolidation, and subsequently the legal status of the merging PMV or PMVS ends by law.
Takeover is a legal act performed by a legal entity or individual to take over the shares of PMV or PMVS, resulting in the transfer of control over such PMV or PMVS.
Separation is a legal act performed by PMV or PMVS to separate business, resulting in all assets, liabilities, and Equity of PMV or PMVS transferring by law to 2 (two) or more PMV or PMVS, or part of the assets, liabilities, and Equity of PMV or PMVS transferring by law to 1 (one) or more PMV or PMVS.
Financial Services Authority, hereinafter abbreviated as OJK, is the Financial Services Authority as referred to in Law Number 21 of 2011 on the Financial Services Authority.

CHAPTER II
BUSINESS ENTITY FORM, BUSINESS LICENSE,
AND CAPITALIZATION
First Section
Business Entity Form
Article 2
(1) PMV and PMVS must be established in the form of a business entity:
a. limited liability company; b. cooperative; or
c. limited partnership.

(2) PMV and PMVS 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 legal entities;
c. foreign business entities or foreign institutions;
d. the Republic of Indonesia; and/or e. regional governments.

(3) The share ownership provisions as referred to in paragraph (2) for PMV and PMVS listed on the stock exchange follow the provisions of legislation in the field of capital markets.

(4) The ownership provisions as referred to in paragraph (1) letter b for PMV and PMVS in the form of cooperative legal entities follow the provisions of legislation in the field of cooperatives.

(5) PMV and PMVS in the form of limited partnership business entities may be founded by at most 25 (twenty-five) partners.

Second Section
Business License
Article 3
(1) Every party conducting PMV or PMVS business activities must obtain a business license from OJK.

(2) To obtain the 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 stated 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 business entity that has been approved by or registered with the competent authority, which must at least contain:

name and domicile;
objectives and business activities;
capitalization;
ownership; and
authority, responsibilities, and tenure of the Board of Directors, Board of Commissioners, and/or SSB;
and the latest articles of association amendments (if any) accompanied by evidence of approval, consent, notification receipt letter, and/or registration from the competent authority;

b. ownership list, consisting of:

list of Shareholders including details of each share ownership accompanied by supporting documents showing ownership percentage both directly and indirectly, and list of other companies owned by Shareholders, for PMV or PMVS in the form of limited liability company legal entities;
list of members including the amount of principal savings and mandatory savings, for PMV or PMVS in the form of cooperative legal entities; or
list of partners including the amount of paid-up capital, for PMV or PMVS in the form of limited partnership business entities;

c. data of Board of Directors members, Board of Commissioners members, and SSB members (if any) including:

photocopy of valid identification cards (ID card) or passport;
photocopy of tax identification number (NPWP);
curriculum vitae completed with the latest 4 x 6 cm color passport photos;
statement letter from the concerned party stating that:
a) is not recorded in the bad credit list; b) is not recorded in the Disqualified List (DTL) in the financial services sector; c) has never been sentenced for committing criminal offenses in the field of financial services business and/or the economy in the last 5 (five) years; d) has never been sentenced for committing criminal offenses based on a court decision that has acquired permanent legal force in the last 5 (five) years; e) has never been declared bankrupt or guilty causing a company/business to be declared bankrupt based on a court decision that has acquired permanent legal force in the last 5 (five) years; and f) has never been a Controlling Shareholder, Board of Directors, Board of Commissioners, or SSB of a financial services company whose business license was revoked due to violations in the last 5 (five) years; and
letter of certificate or written evidence of experience in the field of PMV, PMVS, and/or other financial institutions for at least 2 (two) years for one of the Board of Directors members;

d. Shareholder or member data:

individuals, accompanied by:
a) photocopy of valid identification cards (ID card) or passport; b) photocopy of tax identification number (NPWP); c) photocopy of annual tax return (SPT) for the last 1 (one) year; d) curriculum vitae completed with the latest 4 x 6 cm color passport photos; and e) statement letter from the concerned party stating:

paid-up capital does not come from loans;
paid-up capital does not come from and is not for money laundering activities;
is not recorded in the bad credit list;
is not recorded in the Disqualified List (DTL) in the financial services sector;
has never been sentenced for committing criminal offenses in the field of financial services business and/or the economy in the last 5 (five) years;
has never been sentenced for committing criminal offenses based on a court decision that has acquired permanent legal force in the last 5 (five) years;
has never been declared bankrupt or guilty causing a company/business to be declared bankrupt based on a court decision that has acquired permanent legal force in the last 5 (five) years; and
has never been a Controlling Shareholder, Board of Directors, Board of Commissioners, or SSB of a financial services company whose business license was revoked due to violations in the last 5 (five) years;

Indonesian legal entities, foreign business entities, or foreign institutions, accompanied by:
a) deed of establishment including articles of association and the latest amendments (if any), accompanied by evidence of approval, consent, or recording from the competent authority; b) financial reports audited by public accountants accompanied by non-consolidated financial reports and the latest month's financial reports; c) list of Shareholders including details of each share ownership; d) confirmation from the supervisory authority in the home country of the foreign party, in case of direct participation by foreign parties in the form of financial institutions; e) documents as referred to in paragraph (2) letter c numbers 1, 2, and 3 for directors or equivalents of the concerned shareholders; and f) statement letter from the directors or equivalents of the concerned shareholders stating that:

paid-up capital does not come from loans;
paid-up capital does not come from and is not for money laundering activities;
is not recorded in the bad credit list;
is not recorded in the Disqualified List (DTL) in the financial services sector;
has never been sentenced for committing criminal offenses in the field of financial services business and/or the economy in the last 5 (five) years;
has never been sentenced for committing criminal offenses based on a court decision that has acquired permanent legal force in the last 5 (five) years;
has never been declared bankrupt or guilty causing a company/business to be declared bankrupt based on a court decision that has acquired permanent legal force in the last 5 (five) years; and
has never been a Controlling Shareholder of a financial services company whose business license was revoked due to violations in the last 5 (five) years;

the Republic of Indonesia, accompanied by Government Regulations regarding state capital participation for the establishment of PMV or PMVS; and/or
regional governments, accompanied by Regional Regulations regarding regional capital participation for the establishment of PMV or PMVS;

e. minutes of the GMS regarding the appointment of SSB members along with written recommendations from the National Sharia Board of the Indonesian Ulema Council (DSNMUI), for PMVS; f. photocopy of proof of paid-up capital settlement and photocopy of proof of placement of paid-up capital in the form of time deposits in the name of PMV or PMVS at one of the commercial banks or Sharia commercial banks in Indonesia that has been legalized by the receiving bank and is still valid during the business license application process; g. proof of operational readiness at least consisting of:

list of fixed assets and inventory;
proof of ownership or control of office buildings;
example of business activity agreements to be used for PMV or PMVS operations containing the rights and obligations of the parties; and
photocopy of tax identification number (NPWP);
h. work plan for the first 5 (five) years at least containing:
feasibility study of market opportunities and economic potential;
PMV or PMVS business activity plans and steps taken to realize the aforementioned plans; and
cash flow projections, monthly financial position reports, and comprehensive profit/loss reports and underlying assumptions starting from when PMV or PMVS begins operational activities;
i. photocopy of cooperation agreements between foreign parties and Indonesian parties for PMV or PMVS that includes participation from foreign business entities and/or foreign institutions;
j. organizational structure completed with personnel composition, job descriptions, authority, responsibilities, and work procedures; k. guidelines for implementing anti-money laundering and counter-terrorism financing programs;
l. good corporate governance guidelines for PMV or PMVS; and
m. proof of payment of licensing fees in the context of granting business licenses.

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) working days since the complete business license application is received.

(2) In order to provide approval or rejection as referred to in paragraph (1), OJK conducts:
a. examination of document completeness as referred to in Article 4 paragraph (2); b. feasibility analysis of the work plan as referred to in Article 4 paragraph (2) letter h;
c. analysis of compliance with legislation in the field of Venture Capital Business or Sharia Venture Capital Business;
d. examination of capital deposits; and e. examination of financial performance of other financial institutions under the same Controlling Shareholder.

(3) Rejection of the business license application as referred to in paragraph (1) is accompanied by reasons for rejection.

(4) In the event that the business license application is approved, OJK establishes a decision granting the business license to the applicant.

Article 6
(1) PMV or PMVS that has obtained a business license from OJK must conduct business activities for at most 6 (six) months calculated from the date the business license is established by OJK.

(2) PMV or PMVS must submit a report on the implementation of business activities as referred to in paragraph (1) to OJK for at most 10 (ten) working days since the date business activities begin.

(3) The reporting of business activity implementation as referred to in paragraph (2) is conducted using Format 2 as stated in the Appendix which is an integral part of this OJK Regulation.

(4) The reporting of business activity implementation as referred to in paragraph (2) must be accompanied by:
a. photocopy of business activity agreements for Venture Capital Business/Sharia Venture Capital Business that have been conducted; and b. 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 citizens.

Article 7
(1) PMV must use a PMV name starting with the business entity form and containing the word "ventura".

(2) PMVS must use a PMVS name starting with the business entity form and containing the words "ventura syariah".

(3) The use of names as referred to in paragraph (1) for PMV or paragraph (2) for PMVS in the form of limited liability company legal entities must also comply with legislation regarding limited liability companies.

Article 8
The name of PMV or PMVS must be clearly stated on the PMV or PMVS office building.

Third Section
Capitalization
Article 9
(1) PMV must meet the following capitalization provisions at the time of establishment:
a. limited liability company legal entity, has Paid-up Capital of at least IDR 50,000,000,000.00 (fifty billion rupiah); b. cooperative legal entity, has Paid-up Capital of at least IDR 25,000,000,000.00 (twenty-five billion rupiah); or
c. limited partnership business entity, has Paid-up Capital of at least IDR 25,000,000,000.00 (twenty-five billion rupiah).

(2) PMVS must meet the following capitalization provisions at the time of establishment:
a. limited liability company legal entity, has Paid-up Capital of at least IDR 20,000,000,000.00 (twenty billion rupiah); b. cooperative legal entity, has Paid-up Capital of at least IDR 10,000,000,000.00 (ten billion rupiah); or
c. limited partnership business entity, has Paid-up Capital of at least IDR 10,000,000,000.00 (ten billion rupiah).

(3) Capitalization as referred to in paragraph (1) must be paid in cash and in full in the form of time deposits in the name of PMV at one of the commercial banks or Sharia commercial banks in Indonesia.

(4) Capitalization as referred to in paragraph (2) must be paid in cash and in full in the form of time deposits in the name of PMVS at one of the Sharia commercial banks in Indonesia.

Article 10
Total foreign ownership in PMV or PMVS in the form of limited liability company legal entities, both directly and indirectly, is at most 85% (eighty-five percent) of Paid-up Capital.

Article 11
(1) PMV or PMVS may only trade its shares on the stock exchange for at most 85% (eighty-five percent) of the Paid-up Capital of the respective PMV or PMVS.

(2) For PMV or PMVS that trade their shares on the stock exchange, at least 15% (fifteen percent) of the total Paid-up Capital of PMV or PMVS must remain owned directly or indirectly by Indonesian citizens, the central government, and/or regional governments.

Article 12
(1) For Shareholders in the form of Indonesian legal entities, foreign business entities, and/or foreign institutions, the amount of direct participation in PMV or PMVS is set at most equal to the Equity of the Shareholder.

(2) The amount of direct participation as referred to in paragraph (1) must be fulfilled at the time the business entity or institution:
a. pays the establishment capital of PMV or PMVS; b. changes the Shareholders of PMV or PMVS; and/or
c. increases the Paid-up Capital of PMV or PMVS.

Article 13
(1) The provisions on the amount of direct participation as referred to in Article 12 paragraph (1) do not apply to Shareholders of PMV or PMVS that are...

pension funds, financing companies, insurance companies, PMV or PMVS, and/or banking.
(2) For Shareholders who are pension funds, financing companies, insurance companies, PMV or PMVS, and/or banking, when making direct investments in PMV or PMVS, the amount of direct investment made must comply with the provisions of legislation governing investment and/or participation.

CHAPTER III
ORGANIZATIONAL STRUCTURE
Article 14
(1) PMV and PMVS must have an organizational structure that clearly depicts at least the following functions:
a. administration and bookkeeping; b. feasibility analysis of Venture Capital Business or Sharia Venture Capital Business;
c. risk management and internal control;
d. financial management including investment portfolio management; and e. implementation of anti-money laundering and counter-terrorism financing programs. (2) The organizational structure as referred to in paragraph (1) must be supplemented with a personnel structure, job descriptions, authorities, responsibilities, and written work procedures.

CHAPTER IV
HUMAN RESOURCES
First Section
Use of Foreign Workers
Article 15
(1) PMV and PMVS may use foreign workers.

(2) Foreign workers as referred to in paragraph (1) are to be employed as:
a. experts with a job level one level below the Board of Directors; b. advisors; or
c. consultants.
(3) Foreign workers as referred to in paragraph (1) must meet the requirements:
a. possess expertise corresponding to the field of duty that will be their responsibility; and b. meet the provisions of legislation in the field of labor. (4) PMV and PMVS employing foreign workers as referred to in paragraph (1) must organize knowledge transfer activities from foreign workers to PMV or PMVS employees. (5) Knowledge transfer as referred to in paragraph (4) must be made in the form of annual education and training programs for PMV or PMVS employees. (6) PMV and PMVS employing foreign workers as referred to in paragraph (1) must first report to the OJK at the latest 30 (thirty) working days before the aforementioned foreign workers are employed, using Format 3 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. a list of resumes of the foreign workers employed, accompanied by photocopies of documents reflecting their field of expertise; b. a plan for annual education and training programs during the employment of the aforementioned foreign workers; and
c. a plan for placement and fields of duty that are the responsibility of the foreign workers.

Second Section
Workforce Development
Article 16
(1) PMV and PMVS must implement programs for the development of workforce capabilities and knowledge.
(2) 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.

CHAPTER V
MEMBERSHIP IN ASSOCIATIONS
Article 17
(1) PMV and PMVS must be registered as members of an association that oversees PMV and PMVS in Indonesia that has received recognition from the OJK. (2) The implementation of association activities as referred to in paragraph (1) must be reported to the OJK at least 1 (one) time in 1 (one) year.

CHAPTER VI
SHARIA BUSINESS UNITS
First Section
Establishment of SBSU
Article 18
(1) PMV conducting business activities based on Sharia Principles must establish a Sharia Business Unit (SBSU/UUS).
(2) The SBSU as referred to in paragraph (1) must have separate bookkeeping from the PMV.

Second Section
SBSU Working Capital
Article 19
(1) The SBSU must have working capital at the time of its establishment of at least IDR 10,000,000,000.00 (ten 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 PMV and placed in one of the Sharia commercial banks in Indonesia.

Third Section
SBSU Licensing
Article 20
(1) The SBSU as referred to in Article 19 paragraph (1) must first obtain an SBSU license from the OJK.
(2) To obtain the SBSU license as referred to in paragraph (1), the Board of Directors of the PMV must submit an application for the establishment of the SBSU to the OJK using Format 4 as contained in the Appendix which is an integral part of this OJK Regulation. (3) The submission of the SBSU establishment license application as referred to in paragraph (2) must be accompanied by documents:
a. amendments to the articles of association containing:

one of the purposes and objectives of the PMV is to conduct Sharia Venture Capital Business activities; and
the authority and responsibility of the Sharia Supervisory Board (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 PMV at one of the Sharia commercial banks in Indonesia which has been legalized by the receiving bank and is still valid during the SBSU licensing process;
c. Board of Directors decision of the PMV approving the placement of working capital in the SBSU accompanied by the amount of the working capital placement;
d. DPS data consisting of:
minutes of the General Meeting of Shareholders regarding the appointment of the DPS;
recommendation from the National Sharia Board of the Indonesian Ulema Council (DSN-MUI);
photocopy of identification cards such as resident identity cards (KTP) or passports that are still valid;
photocopy of taxpayer identification numbers (NPWP);
resumes accompanied by 4 x 6 cm color photos; and
a statement letter stating that they are not recorded in the list of non-performing loans;
e. SBSU leadership data, including:
photocopy of identification cards such as resident identity cards (KTP) or passports that are still valid;
photocopy of taxpayer identification numbers (NPWP);
resumes accompanied by 4 x 6 cm color photos;
proof of appointment as SBSU leadership;
proof of expertise, training, and/or experience in the field of Sharia finance; and
a statement letter stating:
a) not recorded in the list of non-performing loans; and b) not holding dual positions in other functions within the same PMV, except if the SBSU leadership is the Board of Directors;

f. initial financial reports of the SBSU separate from the PMV's business activities; g. documents reporting the use of agreements used in Sharia Venture Capital Business activities as regulated in the OJK Regulation regarding the conduct of Venture Capital Company business; and h. the work plan of the SBSU to be opened which must at least contain:

feasibility study of market opportunities and economic potential;
business activity targets based on Sharia Principles and steps taken to achieve the aforementioned targets;
work systems and procedures;
number and structure of personnel; and
monthly cash flow projections for 12 (twelve) months starting from when the SBSU conducts operational activities as well as projections of financial position reports and financial performance reports.
(4) For PMVs that have conducted part of their business activities based on Sharia Principles before this OJK Regulation is promulgated, they must submit an SBSU license application as referred to in paragraph (1) at the latest 6 (six) months since this OJK Regulation is promulgated, accompanied by documents:
a. Board of Directors decision regarding the placement of working capital in the SBSU; b. record of amendment to the PMV's articles of association in the framework of establishing the SBSU from the Minister of Finance or OJK;
c. a list of PMV Branch Offices conducting business activities based on Sharia Principles, accompanied by photocopies of the reporting record letters from the Minister of Finance or OJK; and

d. supporting documents for SBSU leadership data, including:

photocopy of identification cards such as resident identity cards (KTP) or passports that are still valid;
photocopy of taxpayer identification numbers (NPWP);
resumes accompanied by 4 x 6 cm color photos;
proof of appointment as SBSU leadership;
proof of expertise, training, and/or experience in the field of Sharia finance; and
a statement letter stating:
a) not recorded in the list of non-performing loans; and b) not holding dual positions in other functions within the same PMV, except if the SBSU leadership is the Board of Directors. (5) PMVs submitting SBSU license applications as referred to in paragraph (4) and not yet having the record letter as referred to in paragraph (4) letter b, must attach a replacement document consisting of:
a. Articles of Association containing the purpose and objective of the company to conduct business activities based on Sharia Principles accompanied by proof of approval and/or notification receipt letter from the competent authority; and b. DPS recommendation letter from the National Sharia Board of the Indonesian Ulema Council (DSN-MUI).
Article 21
(1) In processing the SBSU establishment license application, the OJK conducts:
a. analysis and research on the completeness of documents as referred to in Article 20 paragraph (3) or paragraph (4);

b. feasibility analysis of the work plan as referred to in Article 20 paragraph (3) letter h; and
c. analysis of compliance with provisions of legislation in the field of Sharia Venture Capital Business.
(2) The OJK provides approval or rejection of the SBSU establishment license application at the latest 30 (thirty) working days after the SBSU establishment license application as referred to in Article 20 paragraph (3) or paragraph (4) is received completely. (3) Rejection of the license application as referred to in paragraph (2) is accompanied by reasons for rejection.
Article 22
(1) The SBSU must conduct business activities at the latest 6 (six) months calculated from the date the SBSU establishment license is established. (2) The SBSU must submit a report on the implementation of business activities to the OJK at the latest 10 (ten) working days from the date the SBSU business activities begin. (3) The reporting of business activity implementation as referred to in paragraph (2) is conducted by the Board of Directors of the PMV using Format 5 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. a list of Sharia Venture Capital Business activity agreements that have been conducted; and b. photocopies of Sharia Venture Capital Business activity agreements that have been conducted.

Fourth Section
SBSU Leadership
Article 23
(1) The SBSU must be led by an SBSU leader.
(2) The SBSU leader as referred to in paragraph (1) must at least meet the following provisions:
a. not recorded in the list of non-performing loans; b. not holding dual positions in other functions within the same PMV, except if the SBSU leader is the Board of Directors; and
c. possesses expertise and/or experience in the field of Sharia financial services.
Article 24
(1) PMVs having an SBSU must report changes in SBSU leadership to the OJK at the latest 15 (fifteen) working days from the date of appointment of the SBSU leader. (2) The reporting of SBSU leadership changes as referred to in paragraph (1) must be accompanied by documents as referred to in Article 20 paragraph (3) letter e. Fifth Section Sharia Unit Branch Offices
Article 25
(1) PMVs having an SBSU must report the opening of Sharia Unit Branch Offices to the OJK at the latest 10 (ten) working days from the date of opening of the Sharia Unit Branch Office. (2) The reporting of the opening of Sharia Unit Branch Offices as referred to in paragraph (1) is submitted by the Board of Directors to the OJK according to Format 6 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by information:
a. data on the complete address of the Sharia Unit Branch Office; and b. the name of the Sharia Unit Branch Office leader and the number of employees.
Article 26
(1) PMVs having an SBSU must report changes in the address of Sharia Unit Branch Offices to the OJK at the latest 15 (fifteen) working days calculated from the date of change of the address of the Sharia Unit Branch Office. (2) The reporting of changes in the address of Sharia Unit Branch Offices as referred to in paragraph (1) must be submitted by the Board of Directors of the PMV using Format 7 as contained in the Appendix which is an integral part of this OJK Regulation.
Article 27
(1) PMVs having an SBSU must report the closure of Sharia Unit Branch Offices to the OJK at the latest 10 (ten) working days calculated from the date of closure of the Sharia Unit Branch Office. (2) The report on the closure of Sharia Unit Branch Offices as referred to in paragraph (1) is submitted by the Board of Directors of the PMV accompanied by reasons for closure 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 Sharia Unit Branch Office; and b. proof of settlement of rights and obligations of related parties.

Article 28
(1) PMVs having an SBSU may open offices other than Sharia Unit Branch Offices with the obligation to first report to the OJK at the latest 10 (ten) working days from the date of opening of offices other than Sharia Unit Branch Offices. (2) The reporting of the opening of offices other than Sharia Unit Branch Offices as referred to in paragraph (1) is 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, accompanied by information on the complete address of offices other than Sharia Unit Branch Offices. (3) Offices other than Sharia Unit Branch Offices are prohibited from approving Sharia Venture Capital Business agreements with Business Partners, except for providing service business activities. (4) Changes in address and/or closure of offices other than Sharia Unit Branch Offices must be reported by the Board of Directors to the OJK at the latest 10 (ten) working days from the date of change of address and/or closure of the office. (5) The reporting of changes in the address of offices other than Sharia Unit Branch Offices as referred to in paragraph (4) is submitted by the Board of Directors to the OJK using Format 10 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by information on the complete address of offices other than Sharia Unit Branch Offices. Sixth Section Closure of SBSU
Article 29
(1) PMVs may close the SBSU with the obligation to first report the plan to close the SBSU to the OJK at the latest 30 (thirty) working days before the closure is carried out. (2) PMVs intending to close the SBSU must first notify Business Partners regarding:
a. the plan to close the SBSU; and b. procedures for settling the rights and obligations of Business Partners and interested fund providers.
(3) Procedures for settling rights and obligations to Business Partners and interested fund providers as referred to in paragraph (2) letter b must be carried out based on the provisions of legislation and considering the interests of Business Partners and interested fund providers.
Article 30
(1) The reporting of the plan to close the SBSU as referred to in Article 29 paragraph (1) must be submitted by the Board of Directors of the PMV accompanied by reasons for closure using Format 11 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. proof of notification of the plan to close the SBSU to Business Partners and interested fund providers as referred to in Article 29 paragraph (2) letter a; b. proof of notification of procedures for settling rights and obligations to Business Partners and interested fund providers as referred to in Article 29 paragraph (2) letter b; and
c. proof of settlement of objections from Business Partners and interested fund providers, if there are objections from Business Partners and interested fund providers.

(2) Based on the report as referred to in paragraph (1), the OJK revokes the SBSU establishment license.
Seventh Section
Separation of SBSU
Article 31
(1) PMVs in the form of limited liability companies must separate the SBSU into a Sharia Venture Capital Company (PMVS) by establishing a limited liability company if the value of SBSU assets has reached at least 50% (fifty percent) of the total assets of the parent PMV based on the latest monthly report submitted to the OJK. (2) The separation of the SBSU into a PMVS by establishing a limited liability company must be carried out by the PMV 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), SBSU assets decrease and no longer reach at least 50% (fifty percent) of the total assets of the parent PMV, the aforementioned condition does not eliminate the PMV's obligation to carry out the Separation of the SBSU as referred to in paragraph (1). (4) PMVs having an SBSU may separate the SBSU before the conditions as referred to in paragraph (1) are met by meeting the requirements as regulated in this OJK Regulation and applicable legislation.
Article 32
(1) PMVS resulting from Separation as referred to in Article 31 paragraph (1) must meet the Paid-up Capital provisions as referred to in Article 9 paragraph (2) at the time of its establishment.

(2) Fulfillment of Paid-up Capital as referred to in paragraph (1) can be done in cash and fully in the form of time deposits in the name of the PMVS at one of the Sharia commercial banks in Indonesia or in other forms permitted based on legislation and in accordance with accounting standards. (3) Proof of fulfillment of Paid-up Capital as referred to in paragraph (2) must be attached when submitting the business license application. (4) The implementation of SBSU separation must be carried out based on the provisions as regulated in this OJK Regulation and applicable legislation.

CHAPTER VII
BRANCH OFFICES
Article 33
(1) PMV or PMVS may open Branch Offices throughout the territory of the Republic of Indonesia.
(2) PMV or PMVS must report the opening of Branch Offices to the OJK at the latest 10 (ten) working days from the date of opening of the Branch Office. (3) The reporting of the opening of Branch Offices as referred to in paragraph (2) is submitted by the Board of Directors to the OJK according to Format 12 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by information:
a. data on the complete address of the Branch Office; and b. the name of the Branch Office leader and the number of employees.
Article 34
(1) The closure of Branch Offices of PMV or PMVS must be reported to the OJK.

(2) The report on the closure of Branch Offices as referred to in paragraph (1) is submitted by the Board of Directors of the PMV or PMVS accompanied by reasons for closure using Format 13 in the Appendix which is an integral part of this OJK Regulation, at the latest 10 (ten) working days after the closure of the Branch Office is carried out, accompanied by:
a. proof of notification of the plan to close the Branch Office; and b. proof of settlement of rights and obligations of related parties.

CHAPTER VIII
REPORTING
First Section
Reporting of Amendments to Articles of Association
Article 35
(1) PMV or PMVS in the form of limited liability companies that make certain amendments to the articles of association must report to the OJK at the latest 15 (fifteen) working days after the changes are approved or recorded by the competent authority. (2) PMV or PMVS in the form of cooperative business entities that make certain amendments to the articles of association must report to the OJK at the latest 15 (fifteen) working days after the changes are ratified by the competent authority or approved by the General Meeting of Shareholders. (3) PMV or PMVS in the form of limited partnership business entities that make certain amendments to the articles of association must report to the OJK at the latest 15 (fifteen) working days from the date of the deed of amendment to the articles of association made before a notary.

(4) Certain amendments to the articles of association as referred to in paragraph (1), paragraph (2), or paragraph (3) include changes:
a. purpose and objectives as well as business activities of the PMV or PMVS; b. name of the PMV or PMVS;
c. change of limited partnership business entity to limited liability company;
d. reduction of Paid-up Capital for PMV or PMVS; e. status of PMV or PMVS in the form of closed limited liability company becoming open limited liability company or vice versa; and/or f. addition of Paid-up Capital for PMV or PMVS. (5) In the event that changes in business activities as referred to in paragraph (4) letter a require certain provisions as regulated in the OJK Regulation regarding the conduct of venture capital company business, then the PMV or PMVS must first meet the aforementioned provisions. (6) Reporting of changes in purpose and objectives as well as Venture Capital Business or Sharia Venture Capital Business activities as referred to in paragraph (4) letter a must be submitted by the Board of Directors of the PMV or PMVS using Format 14 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. amendments to the articles of association accompanied by proof of approval from the competent authority for PMV or PMVS in the form of limited liability company; b. minutes of the General Meeting of Shareholders and/or amendments to the articles of association for PMV or PMVS in the form of cooperative business entity;

c. amendments to the articles of association, for PMV or PMVS in the form of limited partnership business entity; and
d. examples of business activity agreements to be used, in the event of changes in business activities.
(7) Reporting of changes in the name of PMV or PMVS as referred to in paragraph (4) letter b must be submitted by the Board of Directors of the PMV or PMVS using Format 15 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. amendments to the articles of association accompanied by proof of approval from the competent authority for PMV or PMVS in the form of limited liability company; b. minutes of the General Meeting of Shareholders and/or amendments to the articles of association for PMV or PMVS in the form of cooperative business entity;
c. amendments to the articles of association, for PMV or PMVS in the form of limited partnership business entity; and
d. taxpayer identification number (NPWP) in the name of the new PMV or PMVS.
(8) Reporting of changes in limited partnership business entity to limited liability company as referred to in paragraph (4) letter c must be submitted by the Board of Directors of the PMV or PMVS using Format 16 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. articles of establishment of the limited liability company accompanied by proof of approval from the competent authority; and

b. taxpayer identification number (NPWP) in the name of the new PMV or PMVS.
(9) The report on the reduction of Paid-up Capital as referred to in paragraph (4) letter d must be submitted by the Board of Directors of the PMV or PMVS using Format 17 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. amendment of the Articles of Association accompanied by proof of approval from the competent authority for PMV or PMVS in the form of a limited liability company; b. minutes of the Extraordinary General Meeting of Shareholders (RUPS) and/or amendment of the Articles of Association for PMV or PMVS in the form of a cooperative legal entity; and
c. amendment of the Articles of Association, for PMV or PMVS in the form of a limited partnership.
(10) The report on the change of status of PMV or PMVS in the form of a closed limited liability company to an open limited liability company or vice versa as referred to in paragraph (4) letter e, must be submitted by the Board of Directors of the PMV or PMVS using Format 18 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents of the amendment of the Articles of Association accompanied by proof of approval from the competent authority. (11) The addition of Paid-up Capital for PMV or PMVS as referred to in paragraph (4) letter f can only be done in the form of:
a. cash deposits; b. conversion of loans into capital deposits;
c. conversion of retained earnings into capital deposits; and/or
d. stock dividends.

(12) The report on the addition of Paid-up Capital of PMV or PMVS as referred to in paragraph (4) letter f must be submitted by the Board of Directors of the PMV or PMVS using Format 19 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. amendment of the Articles of Association accompanied by proof of approval from the competent authority for PMV or PMVS in the form of a limited liability company; b. minutes of the Extraordinary General Meeting of Shareholders (RUPS) and/or amendment of the Articles of Association for PMV or PMVS in the form of a cooperative legal entity;
c. amendment of the Articles of Association, for PMV or PMVS in the form of a limited partnership;
d. proof of addition of Paid-up Capital, namely:

photocopy of proof of payment of Paid-up Capital from Shareholders and photocopy of proof of placement of Paid-up Capital in the name of PMV or PMVS at one of the general banks or sharia general banks in Indonesia and legalized by the receiving bank, in the event that the addition of Paid-up Capital is carried out in the form of cash deposits; or
financial statements of PMV or PMVS that have been audited by public accountants before the addition of capital, in the event that the addition of Paid-up Capital is carried out in the form of conversion of loans and/or retained earnings for PMV or PMVS;
e. statement letter from Shareholders, cooperative members, or partners stating that the capital deposit does not come from loans, money laundering activities, and financial crimes in the event that the addition of capital is carried out in the form of cash deposits as referred to in paragraph (11) letter a; f. financial statements that have been audited by public accountants accompanied by non-consolidated financial statements and the latest monthly financial statements in the event that Shareholders are Indonesian legal entities, foreign business entities, or foreign institutions; g. photocopy of annual tax return (SPT) for the last 1 (one) year in the event that Shareholders of PMV or PMVS are individuals; and h. business plan and steps of PMV or PMVS in the use of the addition of Paid-up Capital.

Second Section
Reporting Changes in Board of Directors, Board of Commissioners, Shareholders, and Sharia Supervisory Board Members

Article 36
(1) PMV or PMVS that makes changes to:
a. Board of Directors members b. Board of Commissioners members; and/or
c. Shareholders,
is required to report to OJK no later than 15 (fifteen) working days after the change is approved or recorded by the competent authority.
(2) The report on changes in Board of Directors and/or Board of Commissioners members of PMV or PMVS as referred to in paragraph (1) letters a and b, must be submitted by the Board of Directors of PMV or PMVS using Format 20 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. amendment of the Articles of Association accompanied by proof of approval from the competent authority for PMV or PMVS in the form of a limited liability company; b. minutes of the Extraordinary General Meeting of Shareholders (RUPS) and/or amendment of the Articles of Association for PMV or PMVS in the form of a cooperative legal entity; or
c. amendment of the Articles of Association, for PMV or PMVS in the form of a limited partnership.
(3) The report on changes in Shareholders of PMV or PMVS as referred to in paragraph (1) letter c, must be submitted by the Board of Directors of PMV or PMVS using Format 21 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. amendment of the Articles of Association accompanied by proof of approval from the competent authority for PMV or PMVS in the form of a limited liability company; b. minutes of the Extraordinary General Meeting of Shareholders (RUPS) and/or amendment of the Articles of Association for PMV or PMVS in the form of a cooperative legal entity;
c. amendment of the Articles of Association, for PMV or PMVS in the form of a limited partnership;
d. deed of transfer of rights over shares, in the event that there is a transfer of rights over shares; e. data of Shareholders as referred to in Article 4 paragraph (2) letters b and d, in the event that there are new Shareholders; and f. statement letter from Shareholders stating that the money used to buy shares of PMV or PMVS does not come from money laundering (money laundering) and financial crimes, in the event that there is a sale and purchase of shares.

(4) In the event that PMV or PMVS trades its shares on the stock exchange, the obligation to report changes in Shareholders as referred to in paragraph (1) letter c applies if:
a. there are changes in Shareholders from shares obtained not from stock exchange trading; and/or b. there are changes in PSP.

Article 37
(1) PMVS and UUS are required to report changes in the composition of the Sharia Supervisory Board (DPS) to OJK no later than 15 (fifteen) working days from the appointment according to Format 22 as contained in the Appendix which is an integral part of this OJK Regulation. (2) The report as referred to in paragraph (1) must be accompanied by minutes of the Extraordinary General Meeting of Shareholders (RUPS) regarding the appointment of DPS members accompanied by a recommendation letter from the Sharia Supervisory Board of the Indonesian Ulema Council (DSN-MUI).

Third Section
Reporting of New Business Activities

Article 38
(1) PMV or PMVS is required to report every new business activity that will be carried out to OJK.
(2) The report as referred to in paragraph (1) must be submitted by the Board of Directors of PMV or PMVS using Format 23 as contained in the Appendix which is an integral part of this OJK Regulation and accompanied by documents:
a. work plan for the first 2 (two) years regarding new business activities to be carried out, which must contain at least:

feasibility study of market opportunities and economic potential;
business activity plan of PMV or PMVS and steps taken to realize the aforementioned plan; and
cash flow projections, financial position reports, and comprehensive monthly profit/loss reports and underlying assumptions starting from the time PMV or PMVS conducts new business activities.
b. organizational structure accompanied by personnel composition, job descriptions, authorities, responsibilities, and work procedures as referred to in Article 4 paragraph (2) letter j, related to the new business activities to be carried out.
c. sample forms related to new business activities to be carried out, including fund management agreements, participations, and financing that will be used for the operations of PMV or PMVS.
(3) PMV or PMVS may conduct new business activities by meeting the requirements:
a. financial health level with a minimum healthy condition; and b. not currently subject to business activity suspension sanctions by OJK.

Fourth Section
Reporting of Address Changes

Article 39
(1) PMV or PMVS is required to report changes in the head office and/or Branch Office addresses in writing to OJK no later than 10 (ten) working days calculated from the date of the change. (2) The report on changes in the head office and/or Branch Office addresses as referred to in paragraph (1) must be submitted by the Board of Directors of PMV or PMVS using Format 24 as contained in the Appendix which is an integral part of this OJK Regulation.

CHAPTER IX
MERGERS, CONSOLIDATIONS, TAKEOVERS, AND SEPARATIONS

First Section
Mergers, Consolidations, and Takeovers

Article 40
(1) PMV or PMVS may conduct:
a. Merger; b. Consolidation; or
c. Takeover.
(2) Merger or Consolidation as referred to in paragraph (1) letters a and b can only be conducted by PMV or PMVS of the same legal entity form.
(3) Merger or Consolidation can only be conducted between PMV and another PMV or between PMVS and another PMVS.
(4) Takeover of PMV or PMVS as referred to in paragraph (1) letter c must meet the provisions as referred to in Article 2 paragraph (2), Article 10, Article 11, Article 12, and Article 13.

Article 41
(1) PMV or PMVS that will conduct Merger, Consolidation, or Takeover as referred to in Article 40 paragraph (1) is required to submit a plan for Merger, Consolidation, or Takeover to OJK to obtain approval. (2) The approval request as referred to in paragraph (1), submitted by the Board of Directors of PMV or PMVS using Format 25 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. draft minutes of the Extraordinary General Meeting of Shareholders (RUPS); b. draft deed of Merger, Consolidation, or Takeover;
c. draft ownership list as referred to in Article 4 paragraph (2) letter b, for PMV or PMVS that will conduct Merger, Consolidation, or Takeover;
d. draft deed of transfer of rights over shares, in the event that Takeover of shares is conducted directly from Shareholders, for PMV or PMVS that will conduct Takeover; e. the latest audited financial statements of PMV or PMVS; f. proforma financial statements of PMV or PMVS resulting from Merger, Consolidation, or Takeover; g. data of Shareholders as referred to in Article 4 paragraph (2) letter d; h. statement letter from Shareholders stating that the money used to buy shares of PMV or PMVS does not come from loans, money laundering (money laundering) activities, and financial crimes, for PMV or PMVS that will conduct Takeover;
i. business plan (business plan) and steps of PMV, or PMVS after Merger, Consolidation, or Takeover is conducted; and
j. documents as referred to in Article 4 paragraph (2) letters c, e, f, g, h, i, j, k, l, and m, for the new PMV or PMVS resulting from Consolidation. (3) In order to provide approval or rejection as referred to in paragraph (1) and paragraph (2), OJK conducts:
a. examination of the completeness of documents as referred to in paragraph (2); b. feasibility analysis of the Merger, Consolidation, or Takeover plan; and
c. analysis of compliance with provisions of legislation in the field of Venture Capital Business or Sharia Venture Capital Business.
(4) Approval or rejection of the Merger, Consolidation, and Takeover request as referred to in paragraph (2) is provided no later than 30 (thirty) working days after the complete request documents are received.

Article 42
(1) PMV or PMVS that has obtained approval for Merger, Consolidation, or Takeover from OJK must execute such Merger, Consolidation, or Takeover no later than 60 (sixty) working days calculated from the date of the OJK approval letter. (2) In the event that the realization of the Merger, Consolidation, or Takeover plan does not match the time limit as referred to in paragraph (1), the OJK approval letter becomes invalid. (3) PMV or PMVS receiving the Merger is required to report the Merger in writing to OJK no later than 10 (ten) working days calculated from the date of receiving the approval or notification of the amendment of the Articles of Association from the competent authority. (4) PMV or PMVS resulting from Consolidation is required to report the Consolidation in writing to OJK no later than 10 (ten) working days calculated from the date of receiving the approval or notification of the amendment of the Articles of Association from the competent authority. (5) PMV or PMVS being taken over is required to report the Takeover in writing to OJK no later than 10 (ten) working days calculated from the date of the Takeover deed made before a notary. (6) The report on Merger or Consolidation as referred to in paragraph (3) and paragraph (4), must be submitted by the Board of Directors of PMV or PMVS using Format 26 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. for Merger:

deed of amendment of the Articles of Association of the PMV or PMVS receiving the Merger that has been approved or recorded by the competent authority;
deed of Merger that has been approved or recorded by the competent authority;
list of Branch Offices with complete addresses; and
document stating that the PMV or PMVS merging does not have tax debts from the competent authority.
b. for Consolidation:
minutes of the Extraordinary General Meeting of Shareholders (RUPS);
deed of Consolidation that has been approved or recorded by the competent authority;
deed of Establishment of the resulting PMV or PMVS from consolidation that has been approved or recorded by the competent authority;
ownership list as referred to in Article 4 paragraph (2) letter b;
list of Branch Offices with complete addresses; and
document stating that the PMV or PMVS consolidating does not have tax debts from the competent authority.
(7) The report on Takeover as referred to in paragraph (5), must be submitted by the Board of Directors of PMV or PMVS using Format 27 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. deed of amendment of the Articles of Association that has been approved or recorded by the competent authority; and b. deed of Takeover.
(8) Based on the report on Merger as referred to in paragraph (6) letter a, OJK:
a. examines the completeness and truthfulness of documents as referred to in paragraph (6) letter a numbers 1 to 4; b. revokes the business license of the PMV or PMVS merging. (9) Based on the report on Consolidation as referred to in paragraph (6) letter b, OJK:
a. examines the completeness and truthfulness of documents as referred to in paragraph (6) letter b numbers 1 to 6; b. revokes the business license of the PMV or PMVS consolidating;
c. provides approval or rejection of the business license to the PMV or PMVS that is the result of Consolidation;
(10) The provision of approval or rejection of the business license in Consolidation as referred to in paragraph (9) letter c is conducted no later than 30 working days after the report as referred to in paragraph (6) letter b is received completely.

(11) In the event that OJK rejects the establishment of a business license as referred to in paragraph (9) letter c, the rejection is accompanied by a written explanation. (12) Before the business license approval as referred to in paragraph (9) letter c is granted, PMV or PMVS is prohibited from conducting Venture Capital Business.

Second Section
Separation

Article 43
(1) PMV or PMVS may conduct Separation, by means of:
a. Pure Separation; or b. Impure Separation.
(2) Regarding Pure Separation as referred to in paragraph (1) letter a, the following apply:
a. all assets, liabilities, and Equity of PMV or PMVS transfer by operation of law to 2 (two) or more other PMV or PMVS receiving the transfer; and b. the PMV or PMVS conducting the Separation ends by operation of law. (3) Regarding Impure Separation as referred to in paragraph (1) letter b, the following apply:
a. part of the assets, liabilities, and Equity of PMV or PMVS transfer by operation of law to 1 (one) or more other PMV or PMVS receiving the transfer; and b. the PMV or PMVS conducting the Separation remains. (4) PMV or PMVS conducting Pure or Impure Separation as referred to in paragraph (1) is required to first obtain Separation approval from OJK.

(5) The request to obtain approval for Pure or Impure Separation as referred to in paragraph (4) must be submitted by the Board of Directors of PMV or PMVS that will conduct Separation to OJK using Format 28 as contained 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 PMV or PMVS that will receive assets, liabilities, and Equity; and
c. projected financial position reports of PMV or PMVS conducting Separation.
(6) Approval or rejection of the Separation request as referred to in paragraph (5) is provided no later than 30 (thirty) working days after the complete request documents are received. (7) PMV or PMVS conducting Impure Separation as referred to in paragraph (1) letter b may still conduct Venture Capital Business or Sharia Venture Capital Business.

Article 44
(1) PMV or PMVS may conduct Pure Separation as referred to in Article 43 paragraph (1) letter a, by establishing a new PMV or PMVS.
(2) The new PMV or PMVS as referred to in paragraph (1) is prohibited from conducting Venture Capital Business or Sharia Venture Capital Business before obtaining a business license from OJK. (3) To obtain the business license as referred to in paragraph (2), the Board of Directors of the new PMV or PMVS as referred to in paragraph (1) must submit a business license application to OJK no later than 60 (sixty) working days calculated from the date of the Separation deed made before a notary, using Format 29 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents as referred to in Article 4 paragraph (2). (4) OJK provides approval or rejection of the business license request as referred to in paragraph (3) within a time limit of no later than 30 (thirty) working days since the complete business license request is received.

Article 45
PMV or PMVS may conduct Impure Separation as referred to in Article 43 paragraph (1) letter b, by means of:
a. transferring part of the assets, liabilities, and Equity of PMV or PMVS by establishing a new PMV or PMVS; or b. transferring part of the assets, liabilities, and Equity of PMV or PMVS to another PMV or PMVS that has obtained a business license.

Article 46
(1) PMV or PMVS conducting Impure Separation after obtaining Separation approval as referred to in Article 43 paragraph (6) is required to report the execution of 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 execution of Separation as referred to in paragraph (1) must use Format 30 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. minutes of the Extraordinary General Meeting of Shareholders (RUPS 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 that there is an amendment to the Articles of Association.
(3) In the event that Impure Separation as referred to in Article 43 paragraph (1) letter b is conducted against UUS, based on the report on the execution of Separation as referred to in paragraph (2), OJK revokes the UUS license.

Article 47
(1) The new PMV or PMVS as referred to in Article 45 letter a is prohibited from conducting Venture Capital Business or Sharia Venture Capital Business before obtaining a business license from OJK. (2) To obtain the business license as referred to in paragraph (1), the Board of Directors of the new PMV or PMVS as referred to in Article 45 letter a must submit a business license application to OJK. (3) OJK provides approval or rejection of the business license request as referred to in paragraph (2).

Article 48
(1) The business license request as referred to in Article 47 paragraph (2) must be submitted using Format 31 as contained in the Appendix which is an integral part of this OJK Regulation. (2) The submission of the business license request as referred to in paragraph (1) must be accompanied by documents as referred to in Article 4 paragraph (2) except for documents as referred to in Article 4 paragraph (2) letter f. (3) Documents as referred to in Article 4 paragraph (2) letter f are replaced with other documents with the provision that the aforementioned documents show compliance with the capital provisions of PMV or PMVS.

Article 49
The processing of business license requests as referred to in Article 44 paragraph (3) and Article 47 paragraph (2) as well as the provision of approval or rejection of business license requests as referred to in Article 44 paragraph (4) and Article 47 paragraph (3) for new PMV or PMVS resulting from Separation applies mutatis mutandis the provisions in Article 5.

Third Section
Fulfillment of Other Provisions

Article 50
(1) Mergers, Consolidations, Takeovers, and Separations must be conducted in accordance with applicable legislation.
(2) PMV or PMVS receiving the Merger, resulting from Consolidation, Takeover, and receiving the transfer must meet the provisions in this OJK Regulation.

CHAPTER X
CONVERSION OF PMV TO PMVS

Article 51
(1) PMV may conduct conversion to PMVS by first obtaining permission from OJK.
(2) To obtain the business license for conversion as referred to in paragraph (1), the Board of Directors of PMV must submit a license application to OJK using Format 32 as contained in the Appendix which is an integral part of this OJK Regulation. (3) The submission of the business license request for conversion as referred to in paragraph (2) must be accompanied by documents:
a. business license as PMV;

b. minutes of the General Meeting of Shareholders (GMS) regarding the appointment of members of the Sharia Supervisory Board (DPS);
c. minutes of the GMS approving the conversion;
d. a list of officials one level below the Board of Directors who possess at least expertise and/or experience in Sharia finance, attached with proof of such expertise and/or experience; and e. a work plan related to Sharia Venture Capital Business activities for the first (1) year after obtaining the business license as a PMVS, which must at least contain:

a feasibility study of market opportunities and economic potential;
a work plan for the Sharia Venture Capital Business and steps taken to realize the aforementioned plan; and
projections of cash flow, monthly financial position statements, and comprehensive profit/loss statements, along with the underlying assumptions, starting from when the PMVS conducts operational activities.
(4) For PMVs that have carried out all their business activities based on Sharia Principles before this OJK Regulation is promulgated, the Board of Directors of the PMV is required to submit an application for a business license as a PMVS within a maximum period of 1 (one) year from the date this OJK Regulation is promulgated, using Format 33 as contained in the Appendix which is an integral part of this OJK Regulation. (5) The application for a license as a PMVS as referred to in paragraph (4) must be accompanied by the following documents:
a. amendments to the Articles of Association stating the intent and purpose of the company to conduct business based on Sharia Principles, accompanied by proof of approval, consent, and/or receipt of notification from the competent authority; b. business license as a PMV;
c. A recommendation letter from the DPS from the National Sharia Council of the Indonesian Ulema Council (DSN-MUI); and
d. a list of PMV Branch Offices (if any).

Article 52
(1) In processing the business license application as referred to in Article 51 paragraph (2) and paragraph (4), the OJK conducts:
a. analysis and research on the completeness of documents as referred to in Article 51 paragraph (3) or paragraph (5); b. a feasibility study of market opportunities and economic potential regarding the work plan as referred to in Article 51 paragraph (3) letter e number 1; and
c. analysis of compliance with regulations in the field of Sharia Venture Capital Business.
(2) The OJK grants approval or rejection of the business license application within a maximum of 30 (thirty) working days after the complete business license application documents as referred to in Article 51 paragraph (3) or paragraph (5) are received. (3) In the event that the OJK approves the business license application, the OJK converts the PMV business license into a PMVS. (4) In the event that the OJK rejects the business license application, the rejection must be accompanied by a written explanation.

CHAPTER XI
REVOCATION OF BUSINESS LICENSE

Article 53
(1) The revocation of the business license of a PMV or PMVS is conducted by the OJK.
(2) The revocation of the business license as referred to in paragraph (1) is conducted in the event that the PMV or PMVS:
a. dissolves due to bankruptcy or a court decision; b. dissolves due to a GMS decision or according to the Articles of Association when its term expires; or
c. changes its business activities so that it is no longer a PMV or PMVS.
(3) Before the revocation of the business license is established by the OJK, the PMV or PMVS whose license is to be revoked due to dissolution as referred to in paragraph (2) letter b or due to a change in business activities as referred to in paragraph (2) letter c is required to settle its obligations to all Business Partners, Debtors, venture capital investors, creditors, and/or fund providers who have an interest. (4) The settlement of obligations as referred to in paragraph (3) must be conducted in accordance with regulations and must take into account the interests of Business Partners, Debtors, venture capital investors, creditors, and/or fund providers who have an interest.

Article 54
(1) In the event that a PMV or PMVS dissolves due to bankruptcy or a court decision as referred to in Article 53 paragraph (2) letter a, the liquidator or settlement agent must report the dissolution to the OJK within a maximum of 20 (twenty) working days calculated from the date the decision or ruling on dissolution is established. (2) The report of dissolution as referred to in paragraph (1), using Format 34 as contained in the Appendix which is an integral part of this OJK Regulation, must be accompanied by:
a. documents serving as the basis for the establishment of the decision or ruling on dissolution; and b. the business license as a PMV or PMVS.
(3) Based on the report as referred to in paragraph (1), the OJK revokes the business license of the PMV or PMVS.

Article 55
(1) A PMV or PMVS that intends to dissolve due to a GMS decision or according to the Articles of Association when its term expires as referred to in Article 53 paragraph (2) letter b or intends to change its business activities so that it is no longer a PMV or PMVS as referred to in Article 53 paragraph (2) letter c, must obtain approval from the OJK. (2) The application for approval of dissolution due to a GMS decision or according to the Articles of Association when its term expires or change in business activities as referred to in paragraph (1) must be submitted by the Board of Directors of the PMV or PMVS to the OJK using Format 35 as contained in the Appendix which is an integral part of this OJK Regulation, and must be accompanied by the following documents:
a. a draft deed of dissolution or a draft amendment to the Articles of Association containing a plan for new business activities; and b. a plan for the settlement of rights and obligations of Business Partners, Debtors, venture capital investors, creditors, and/or fund providers who have an interest. (3) A PMV or PMVS that has obtained approval for dissolution from the OJK as referred to in paragraph (1) is required to report the change in business activities within a maximum of 20 (twenty) working days from the date the dissolution deed is established or from the date the amendment to the Articles of Association is approved by the competent authority, using Format 36 as contained in the Appendix which is an integral part of this OJK Regulation, and must be accompanied by the following documents:
a. minutes of the GMS; b. amendments to the Articles of Association that have been approved by the competent authority; and
c. proof of settlement of rights and obligations of Business Partners, Debtors, venture capital investors, creditors, and/or fund providers who have an interest.
(4) Based on the report as referred to in paragraph (3), the OJK revokes the business license of the PMV or PMVS.

Article 56
A PMV or PMVS whose business license has been revoked is prohibited from using the word "ventura" or "ventura syariah" in its company name.

CHAPTER XII
COMPLIANCE ENFORCEMENT
First Section
Notification

Article 57
(1) A PMV or PMVS that does not fulfill the provisions as referred to in Article 3 paragraph (1), Article 15 paragraph (3) and paragraph (4), Article 16, Article 17 paragraph (1), Article 18 paragraph (1), Article 20 paragraph (1) and paragraph (4), Article 25 paragraph (1), Article 26 paragraph (1), Article 29 paragraph (2) and paragraph (3), Article 31 paragraph (1), Article 32 paragraph (4), Article 35 paragraph (5), Article 40 paragraph (4), Article 41 paragraph (1), Article 42 paragraph (12), Article 43 paragraph (4), Article 44 paragraph (2), Article 47 paragraph (1), Article 50, Article 51 paragraph (4), and/or Article 53 paragraph (3) and paragraph (4) of this OJK Regulation is given a notification letter to fulfill the aforementioned provisions. (2) A PMV or PMVS is required to fulfill the provisions as referred to in paragraph (1) within a maximum of 1 (one) month from the date of the notification letter.

Second Section
Fulfillment Plan

Article 58
(1) A PMV or PMVS that does not fulfill the provisions as referred to in Article 11 paragraph (2), Article 14, and/or Article 31 paragraph (2) of this OJK Regulation is given a letter requesting the submission of a fulfillment plan. (2) A PMV or PMVS is required to submit a fulfillment plan within a maximum of 1 (one) month from the date of the letter requesting the submission of the fulfillment plan. (3) The fulfillment plan as referred to in paragraph (1) must at least contain a plan to be conducted by the PMV or PMVS for the fulfillment of the provisions, accompanied by a specific timeframe required to fulfill the provisions as referred to in paragraph (1). (4) The fulfillment plan as referred to in paragraph (1) must contain:
a. asset and/or liability restructuring; b. increase in Paid-up Capital;
c. restriction on accepting new loans;
d. acceptance of subordinated loans; e. transfer of part or all of the assets; f. restriction on profit distribution; g. restriction on activities causing violations of provisions; h. restriction on opening new branch offices; and/or
i. merger of business entities.
(5) The fulfillment plan as referred to in paragraph (1) must be signed by all members of the Board of Directors and the Board of Commissioners.
(6) The fulfillment plan as referred to in paragraph (1) must first be approved by the GMS in the event that the plan contains a plan for increasing Paid-up Capital or a plan for business merger. (7) The fulfillment plan as referred to in paragraph (1) must obtain a statement of no objection from the OJK. (8) In the event that the fulfillment plan as referred to in paragraph (1) is assessed by the OJK as insufficient to overcome the problems, the PMV or PMVS is required to improve the fulfillment plan. (9) The OJK provides a statement of no objection regarding the fulfillment plan submitted by the PMV or PMVS, taking into account the problem conditions faced by the PMV or PMVS, within a maximum of 14 (fourteen) days calculated from the date the complete fulfillment plan is received. (10) If within the timeframe as referred to in paragraph (9), the OJK does not provide a statement of no objection or response, the PMV or PMVS may implement the fulfillment plan as referred to in paragraph (1). (11) A PMV or PMVS is required to implement the fulfillment plan as referred to in paragraph (1).

CHAPTER XIII
SANCTIONS

Article 59
(1) A PMV or PMVS that does not fulfill the provisions as referred to in Article 6 paragraph (1), paragraph (2), Article 8, Article 12 paragraph (2), Article 15 paragraph (6), Article 24 paragraph (1), Article 27 paragraph (1), Article 28 paragraph (1), paragraph (3) and paragraph (4), Article 29 paragraph (1), Article 33 paragraph (2), Article 34 paragraph (1), Article 35 paragraph (1), paragraph (2), and paragraph (3), Article 36 paragraph (1), Article 37 paragraph (1), Article 38 paragraph (1), Article 39 paragraph (1), Article 42 paragraph (3), paragraph (4), and paragraph (5), Article 46 paragraph (1), Article 55 paragraph (3), Article 56, Article 57 paragraph (2), Article 58 paragraph (2), Article 58 paragraph (8), and/or Article 58 paragraph (11) of this OJK Regulation is subject to graduated administrative sanctions in the form of:
a. warning; b. suspension of business activities; or
c. revocation of business license.
(2) The warning sanction as referred to in paragraph (1) letter a is given in writing by the OJK to the PMV or PMVS up to 3 (three) times consecutively, with each validity period being a maximum of 2 (two) months. (3) In the event that before the validity period of the warning sanction as referred to in paragraph (2) ends, the PMV or PMVS has fulfilled the provisions as referred to in paragraph (1), the OJK cancels the warning sanction. (4) In the event that the validity period of the third warning sanction as referred to in paragraph (2) ends and the PMV or PMVS still does not fulfill the provisions as referred to in paragraph (1), the OJK imposes a suspension of business activities sanction. (5) The suspension of business activities sanction as referred to in paragraph (1) letter b is given in writing by the OJK to the PMV or PMVS concerned, and the suspension of business activities is valid for 6 (six) months from the date the suspension of business activities sanction letter is issued. (6) If the validity period of the warning sanction as referred to in paragraph (2) and the suspension of business activities sanction as referred to in paragraph (5) ends on a holiday, the warning sanction and suspension of business activities sanction are valid until the first working day following. (7) A PMV or PMVS subject to the suspension of business activities sanction as referred to in paragraph (5) is prohibited from conducting business activities except for fulfilling the provisions on investment value, participation, and/or receivables value against total assets (Investment and Financing to Assets Ratio) minimum as regulated in the OJK Regulation regarding the conduct of venture capital company business. (8) In the event that before the validity period of the suspension of business activities sanction as referred to in paragraph (5) ends, the PMV or PMVS has fulfilled the provisions as referred to in paragraph (1), the OJK cancels the suspension of business activities sanction. (9) In the event that the suspension of business activities sanction is still valid and the PMV or PMVS continues to conduct Venture Capital Business or Sharia Venture Capital Business, the OJK may directly impose a license revocation sanction. (10) In the event that by the end of the validity period of the suspension of business activities sanction as referred to in paragraph (5), the PMV or PMVS still does not fulfill the provisions as referred to in paragraph (1), the OJK revokes the business license of the PMV or PMVS concerned. (11) The OJK may announce the suspension of business activities sanction as referred to in paragraph (4) or the license revocation sanction as referred to in paragraph (9) and paragraph (10) to the public.

Article 60
(1) A PMV that has an Islamic Business Unit (UUS) and does not fulfill the provisions as referred to in Article 18 paragraph (2), Article 22 paragraph (1), Article 22 paragraph (2), and/or Article 23 paragraph (1) of this OJK Regulation is subject to graduated administrative sanctions in the form of:
a. warning; b. suspension of UUS activities; or
c. revocation of UUS license.
(2) The warning sanction as referred to in paragraph (1) letter a is given in writing by the OJK to the PMV that has a UUS up to 3 (three) times consecutively, with each validity period being a maximum of 2 (two) months. (3) In the event that before the validity period of the warning sanction as referred to in paragraph (2) ends, the PMV that has a UUS has fulfilled the provisions as referred to in paragraph (1), the OJK cancels the warning sanction. (4) In the event that the validity period of the third warning sanction as referred to in paragraph (2) ends and the PMV that has a UUS still does not fulfill the provisions as referred to in paragraph (1), the OJK imposes a suspension of UUS activities sanction. (5) The suspension of UUS activities sanction as referred to in paragraph (1) letter b is given in writing by the OJK to the PMV that has a UUS, and the suspension of UUS activities is valid for 6 (six) months from the date the suspension of UUS activities sanction letter is issued. (6) If the validity period of the warning sanction as referred to in paragraph (2) and the suspension of UUS activities sanction as referred to in paragraph (5) ends on a holiday, the warning sanction and suspension of UUS activities sanction are valid until the first working day following. (7) A PMV that has a UUS subject to the suspension of UUS activities sanction as referred to in paragraph (5) is prohibited from conducting UUS activities except for fulfilling the provisions on investment value, participation, and/or receivables value against total assets (Investment and Financing to Assets Ratio) minimum as regulated in the OJK Regulation regarding the conduct of venture capital company business. (8) In the event that before the validity period of the suspension of UUS activities sanction as referred to in paragraph (5) ends, the PMV that has a UUS has fulfilled the provisions as referred to in paragraph (1), the OJK cancels the suspension of UUS activities sanction. (9) In the event that the suspension of UUS activities sanction is still valid and the PMV that has a UUS continues to conduct Sharia Venture Capital Business, the OJK may directly impose a UUS license revocation sanction. (10) In the event that by the end of the validity period of the suspension of UUS activities sanction as referred to in paragraph (5), the PMV that has a UUS still does not fulfill the provisions as referred to in paragraph (1), the OJK revokes the UUS license concerned. (11) The OJK may announce the suspension of UUS activities sanction as referred to in paragraph (4) or the license revocation sanction as referred to in paragraph (9) and paragraph (10) to the public.

Article 61
A PMV or PMVS that submits reports as referred to in Article 6 paragraph (2), Article 15 paragraph (6), Article 22 paragraph (2), Article 24 paragraph (1), Article 25 paragraph (1), Article 26 paragraph (1), Article 27 paragraph (1), Article 28 paragraph (1) and paragraph (4), Article 29 paragraph (1), Article 33 paragraph (2), Article 34 paragraph (1), Article 35 paragraph (1), paragraph (2), and paragraph (3), Article 36 paragraph (1), Article 37 paragraph (1), Article 38 paragraph (1), Article 39 paragraph (1), Article 42 paragraph (3), paragraph (4), and paragraph (5), Article 46 paragraph (1), and/or Article 55 paragraph (3) of this OJK Regulation but has passed the reporting timeframe, is subject to an administrative warning sanction which ends automatically.

CHAPTER XIV
TRANSITIONAL PROVISIONS

Article 62
A PMV that has obtained a business license before this OJK Regulation is promulgated, its business license as a PMV is declared still valid.

Article 63
The provisions regarding the use of names as referred to in Article 7 paragraph (1) do not apply to PMVs that have obtained a business license before this OJK Regulation is promulgated, provided that the PMV does not change its name.

Article 64
(1) The provisions regarding foreign ownership limits as referred to in Article 10 do not apply to PMVs that have obtained a business license before this OJK Regulation is promulgated, provided that the PMV does not change capital, change the composition of Shareholders, and/or change Shareholders. (2) For PMVs that exceed the foreign ownership limits as referred to in Article 10 before this OJK Regulation is promulgated and change capital, change the composition of Shareholders, and/or change Shareholders, the provisions as referred to in Article 10 are declared applicable as of December 31, 2020.

Article 65
A PMV that has obtained a business license before this OJK Regulation is promulgated and has traded its shares on the stock exchange is not required to fulfill the provisions in Article 11.

Article 66
For PMVs that have obtained a business license before this OJK Regulation is promulgated, the provisions regarding organizational structure as referred to in Article 14, provisions regarding the use of foreign workers as referred to in Article 15, provisions regarding workforce development as referred to in Article 16, and provisions regarding membership in associations as referred to in Article 17, are declared applicable 2 (two) years from the date this OJK Regulation is promulgated.

Article 67
(1) Every administrative sanction that has been imposed on a PMV based on the Minister of Finance Regulation Number 18/PMK.010/2012 concerning Venture Capital Companies is declared valid and still in force. (2) A PMV that has not been able to overcome the causes of the imposition of administrative sanctions as referred to in paragraph (1) is subject to further sanctions in accordance with this OJK Regulation.

CHAPTER XV
CLOSING PROVISIONS

Article 68
At the time this OJK Regulation begins to apply, provisions regarding business licensing and institutional structure for PMVs, PMVSs, and UUSs are subject to this OJK Regulation.

Article 69
This OJK Regulation begins to apply on the date of its promulgation.

In order that everyone may know it, it is ordered to promulgate this OJK Regulation by placing it in the State Journal of the Republic of Indonesia.

Established in Jakarta on December 21, 2015

CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY,

MULIAMAN D. HADAD

Promulgated in Jakarta on December 28, 2015

MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,

signed
YASONNA H. LAOLY

STATE JOURNAL OF THE REPUBLIC OF INDONESIA YEAR 2015 NUMBER 316

signed
A copy in accordance with the original
Legal Director 1
Department of Law

signed
Sudarmaji

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 34 /POJK.05/2015
CONCERNING
BUSINESS LICENSING AND INSTITUTIONAL STRUCTURE OF VENTURE CAPITAL COMPANIES

I. GENERAL
In order to realize a healthy, strong, and efficient Venture Capital Industry, as well as one capable of competing with other financial service institutions, regulations regarding institutional structure are needed to provide legal clarity and certainty. The institutional regulations for Venture Capital Companies are formulated with consideration of the principle of prudence and inputs from stakeholders. Furthermore, with the implementation of Law Number 21 of 2011 concerning the Financial Services Authority, several refinements to regulations are necessary regarding the licensing process and recording of other institutions conducted by the Financial Services Authority in the context of supervision over Venture Capital Companies, Sharia Venture Capital Companies, and Islamic Business Units.

The scope of this Financial Services Authority Regulation includes, among others, regulations regarding the business entity form for Venture Capital Companies or Sharia Venture Capital Companies, which include limited liability companies, cooperatives, and limited partnerships. Furthermore, in order to strengthen the institutional structure of Venture Capital Companies and Sharia Venture Capital Companies, regulations are also provided regarding capital strengthening, organizational structure, human resource development obligations, and the obligation to become members of an association.

In line with the OJK's mission to support the development of the Sharia industry, this Financial Services Authority Regulation also regulates business licensing and institutional structure for Sharia Venture Capital Companies and/or Islamic Business Units, including regarding business licenses, leadership of Islamic Business Units, separation of Islamic Business Units, and the conversion of Venture Capital Companies into Sharia Venture Capital Companies.

II. ARTICLE BY ARTICLE

Article 1
Sufficiently clear.

Article 2
Paragraph (1)
Sufficiently clear.
Paragraph (2)
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
The term "foreign business entity or foreign institution" refers to a body or institution in the form of a legal entity, whether private or government, established not based on Indonesian law. Letter d Sufficiently clear. Letter e Sufficiently clear. Paragraph (3) Sufficiently clear. Paragraph (4) Sufficiently clear. Paragraph (5) Sufficiently clear.

Article 3
Sufficiently clear.

Article 4
Paragraph (1)
Sufficiently clear.
Paragraph (2)
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
Sufficiently clear.
Letter e
Sufficiently clear.
Letter f
The term "proof of Paid-up Capital payment" refers to proof of capital payment from shareholders to the PMV or PMVS.
Whereas "proof of Paid-up Capital placement" refers to proof of capital placement in the name of the PMV or PMVS.
Letter g
Sufficiently clear.
Letter h
Sufficiently clear.
Letter i
Sufficiently clear.
Letter j
Sufficiently clear.
Letter k
Sufficiently clear.
Letter l
Sufficiently clear.
Letter m
Sufficiently clear.

Article 5
Sufficiently clear.

Article 6
Paragraph (1)
Sufficiently clear.
Paragraph (2)
The date of commencement of PMV or PMVS business activities is the date of the first share participation agreement, participation through conversion bond purchase, and/or productive business financing implemented by the PMV or PMVS. Paragraph (3) Sufficiently clear. Paragraph (4) Sufficiently clear.

Article 7
Sufficiently clear.

Article 8
Sufficiently clear.

Article 9
Sufficiently clear.

Article 10
The term "direct foreign ownership" refers to the form of share ownership of a PMV or PMVS in the form of a limited liability company legal entity by a foreign business entity or foreign institution. Whereas "indirect foreign ownership" refers to the form of share ownership of a PMV or PMVS in the form of a limited liability company legal entity by an Indonesian legal entity, which is partially or wholly owned by a foreign business entity or foreign institution.

Article 11
Sufficiently clear.

Article 12
Paragraph (1)
The term "foreign business entity or foreign institution" refers to a body or institution in the form of a legal entity, whether private or government, established not based on Indonesian law. Paragraph (2) Sufficiently clear.

Article 13
Sufficiently clear.

Article 14
Sufficiently clear.

Article 15
Paragraph (1)
Members of the Board of Directors and members of the Board of Commissioners are not included in the definition of foreign workers as referred to in this paragraph. Paragraph (2) Sufficiently clear. Paragraph (3) Sufficiently clear. Paragraph (4) Sufficiently clear. Paragraph (5) Sufficiently clear. Paragraph (6) Sufficiently clear.

6 - -

Pasal 16

Ayat (1)
The implementation of workforce capability and knowledge development programs may be conducted internally or externally by the company.

Ayat (2)
What is meant by "education and training program" is education and training related to the venture capital business field.

Pasal 17
Clearly stated.

Pasal 18
Clearly stated.

Pasal 19
Clearly stated.

Pasal 20
Clearly stated.

Pasal 21
Clearly stated.

Pasal 22
Clearly stated.

Pasal 23
Clearly stated.

Pasal 24
Clearly stated.

Pasal 25
Clearly stated.

7 - -

Pasal 26
Clearly stated.

Pasal 27
Clearly stated.

Pasal 28
Clearly stated.

Pasal 29
Clearly stated.

Pasal 30
Clearly stated.

Pasal 31
Clearly stated.

Pasal 32

Ayat (1)
Clearly stated.

Ayat (2)
As an example of other forms permitted based on legislation and in accordance with accounting standards, namely the recognition of investment assets that have been carried out by the Sharia Business Unit (UUS) as Paid-Up Capital of the Venture Capital Company (PMVS), which is evidenced by the UUS closing financial position report and the PMVS opening financial position report.

Ayat (3)
Clearly stated.

Ayat (4)
Clearly stated.

Pasal 33
Clearly stated.

8 - -

Pasal 34
Clearly stated.

Pasal 35

Ayat (1)
Clearly stated.

Ayat (2)
Clearly stated.

Ayat (3)
Clearly stated.

Ayat (4)
Clearly stated.

Ayat (5)
Clearly stated.

Ayat (6)
Clearly stated.

Ayat (7)
Clearly stated.

Ayat (8)
Clearly stated.

Ayat (9)
Clearly stated.

Ayat (10)
Clearly stated.

Ayat (11)
Clearly stated.

Ayat (12)

Huruf a
Clearly stated.

Huruf b
Clearly stated.

Huruf c
Clearly stated.

9 - -

Huruf d
Evidence of the addition of Paid-Up Capital is evidence of the settlement of capital from the shareholder to the Venture Capital Company (PMV) or Sharia Venture Capital Company (PMVS).

Huruf e
Clearly stated.

Huruf f
Clearly stated.

Huruf g
Clearly stated.

Huruf h
What is meant by "business plan" is the company's business plan containing the plan for the addition of paid-up capital along with the purpose of the capital addition and the steps for the use of such paid-up capital.

Pasal 36
Clearly stated.

Pasal 37
Clearly stated.

Pasal 38

Ayat (1)
What is meant by "new business activity" is a business activity that has been stated in the Articles of Association of the Venture Capital Company (PMV) or Sharia Venture Capital Company (PMVS) but has never been carried out previously by such PMV or PMVS.

Ayat (2)
Clearly stated.

Ayat (3)
Clearly stated.

Pasal 39
Clearly stated.

Pasal 40
Clearly stated.

Pasal 41

Ayat (1)
Clearly stated.

Ayat (2)

Huruf a
For mergers and consolidations, the minutes of the Articles of Association plan is the minutes of the Articles of Association plan from each Venture Capital Company (PMV) or Sharia Venture Capital Company (PMVS) that will carry out the merger or consolidation.

Huruf b
Clearly stated.

Huruf c
Clearly stated.

Huruf d
Clearly stated.

Huruf e
Clearly stated.

Huruf f
Clearly stated.

Huruf g
Clearly stated.

Huruf h
Clearly stated.

Huruf i
Clearly stated.

Huruf j
Clearly stated.

Ayat (3)
Clearly stated.

Ayat (4)
Clearly stated.

Pasal 42
Clearly stated.

Pasal 43
Clearly stated.

Pasal 44
Clearly stated.

Pasal 45
Clearly stated.

Pasal 46
Clearly stated.

Pasal 47
Clearly stated.

Pasal 48
Clearly stated.

Pasal 49
Clearly stated.

Pasal 50
Clearly stated.

Pasal 51
Clearly stated.

Pasal 52
Clearly stated.

Pasal 53
Clearly stated.

Pasal 54
Clearly stated.

Pasal 55
Clearly stated.

Pasal 56
Clearly stated.

Pasal 57
Clearly stated.

Pasal 58
Clearly stated.

Pasal 59
Clearly stated.

Pasal 60
Clearly stated.

Pasal 61
Clearly stated.

Pasal 62
Clearly stated.

Pasal 63
Clearly stated.

Pasal 64
Clearly stated.

Pasal 65
Clearly stated.

Pasal 66
Clearly stated.

Pasal 67
Clearly stated.

Pasal 68
Clearly stated.

Pasal 69
Clearly stated.

TAMBAHAN LEMBARAN NEGARA REPUBLIK INDONESIA NOMOR 5786

OTORITAS JASA KEUANGAN
REPUBLIK INDONESIA

LAMPIRAN
PERATURAN OTORITAS JASA KEUANGAN
NOMOR 34 /POJK.05/2015
TENTANG
PERIZINAN USAHA DAN KELEMBAGAAN PERUSAHAAN MODAL VENTURA

CONTOH FORMAT 1 PERMOHONAN IZIN USAHA PERUSAHAAN MODAL VENTURA/PERUSAHAAN MODAL VENTURA SYARIAH

Kepada Yth.
Kepala Eksekutif Pengawas Perasuransian, Dana Pensiun, Lembaga Pembiayaan, dan Lembaga Jasa Keuangan lainnya u.p Direktur Kelembagaan dan Produk IKNB Gedung Menara Merdeka Jl. Budi Kemuliaan I No. 2 Jakarta 10110

Menunjuk Peraturan Otoritas Jasa Keuangan Nomor .../POJK.05/2015 tentang Perizinan Usaha dan Kelembagaan Perusahaan Modal Ventura, bersama ini kami mengajukan permohonan untuk mendapatkan izin usaha sebagai Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*):

Nama : PT/Koperasi/Perseroan Komanditer*) .....
Alamat : .....
Kota .....
Provinsi .....
No. telepon/fax : .....
Email : .....

Untuk melengkapi permohonan dimaksud, bersama ini kami sampaikan dokumen-dokumen sebagai berikut:

akta pendirian PT/Koperasi/Perseroan Komanditer*) ....., termasuk anggaran dasar terakhir disertai dengan bukti pengesahan, persetujuan, surat penerimaan pemberitahuan, dan/atau pendaftaran dari instansi berwenang, yang pengesahan/persetujuannya/surat penerimaan pemberitahuan/pendaftaran*) kami terima pada tanggal ……….;
daftar kepemilikan;
data anggota Direksi, anggota Dewan Komisaris, dan anggota Dewan Pengawas Syariah;
data Pemegang Saham atau anggota;
risalah Rapat Umum Pemegang Saham atau rapat anggota mengenai pengangkatan anggota Dewan Pengawas Syariah beserta rekomendasi tertulis dari Dewan Syariah Nasional Majelis Ulama Indonesia (DSNMUI), bagi Perusahaan Modal Ventura Syariah;
fotokopi bukti setoran pelunasan Modal Disetor dan fotokopi bukti penempatan Modal Disetor dalam bentuk deposito berjangka atas nama Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*) pada salah satu bank umum atau bank umum syariah di Indonesia yang telah dilegalisasi oleh bank penerima setoran dan masih berlaku selama dalam proses pengajuan izin usaha;
bukti kesiapan operasional paling sedikit berupa:
a. daftar aset tetap dan inventaris; b. bukti kepemilikan atau penguasaan gedung kantor;
c. contoh formulir, termasuk perjanjian kegiatan usaha yang akan digunakan untuk operasional Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*); dan
d. fotokopi nomor pokok wajib pajak (NPWP);
rencana kerja untuk 5 (lima) tahun pertama yang paling sedikit memuat:
a. studi kelayakan peluang pasar dan potensi ekonomi; b. rencana kegiatan usaha Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*) dan langkah-langkah yang dilakukan untuk mewujudkan rencana dimaksud; dan
c. proyeksi arus kas, laporan posisi keuangan, dan laporan laba/rugi komprehensif bulanan serta asumsi yang mendasarinya dimulai sejak Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*) melakukan kegiatan operasional;
fotokopi perjanjian kerja sama antara pihak asing dan pihak Indonesia bagi Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*) yang di dalamnya terdapat penyertaan dari badan usaha asing dan/atau lembaga asing;
struktur organisasi yang dilengkapi dengan susunan personalia, uraian tugas, wewenang, tanggung jawab, dan prosedur kerja;
pedoman pelaksanaan penerapan program anti pencucian uang dan pencegahan pendanaan terorisme;
pedoman tata kelola Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*); dan
bukti pelunasan pembayaran biaya perizinan dalam rangka pemberian izin usaha.

Dapat kami sampaikan bahwa untuk keperluan permohonan izin usaha ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian permohonan kami dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*).............
………………………………
*) coret yang tidak perlu

CONTOH FORMAT 2 LAPORAN PELAKSANAAN KEGIATAN USAHA MODAL VENTURA/ USAHA MODAL VENTURA SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor .....
tanggal ..... mengenai pemberian izin usaha Perusahaan Modal Ventura/Perusahaan Modal Ventura Syariah*) kepada
PT/Koperasi/Perseroan Komanditer*) ....., dengan ini dilaporkan bahwa kami telah memulai kegiatan kegiatan modal ventura/modal ventura berdasarkan Prinsip Syariah*) pada tanggal .....

Sebagai kelengkapan data, bersama ini kami sampaikan:

fotokopi perjanjian kegiatan Usaha Modal Ventura/Usaha Modal Ventura berdasarkan Prinsip Syariah*) yang telah dilakukan; dan
fotokopi surat izin menetap dan/atau surat izin menggunakan tenaga kerja asing yang dikeluarkan oleh instansi berwenang bagi anggota Direksi dan/atau Dewan Komisaris berkewarganegaraan asing.

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*)............
………………………………
*) Coret yang tidak perlu

CONTOH FORMAT 3 LAPORAN MEMPEKERJAKAN TENAGA KERJA ASING

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor .....
tanggal ..... mengenai pemberian izin usaha PMV/PMVS*) kepada
PT/Koperasi/Perseroan Komanditer*) ....., dengan ini dilaporkan bahwa kami akan mempekerjakan tenaga kerja asing pada tanggal .....

Sebagai kelengkapan data, bersama ini kami sampaikan:

daftar riwayat hidup tenaga kerja asing yang dipekerjakan, disertai dengan fotokopi dokumen yang mencerminkan bidang keahliannya;
rencana program pendidikan dan pelatihan tahunan selama tenaga kerja asing dimaksud dipekerjakan; dan
rencana penempatan dan bidang tugas yang menjadi tanggung jawab tenaga kerja asing.

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*)............
………………………………
*) Coret yang tidak perlu

CONTOH FORMAT 4 PERMOHONAN IZIN PEMBENTUKAN UNIT USAHA SYARIAH

Nama : PT/Koperasi/Perseroan Komanditer*) .....
Alamat : .....
Kota .....
Provinsi .....
No. telepon/fax : .....
Email : .....

Untuk melengkapi permohonan dimaksud, bersama ini kami sampaikan dokumen-dokumen sebagai berikut:

perubahan anggaran dasar yang mencantumkan:
a. salah satu maksud dan tujuan Perusahaan Modal Ventura yaitu melakukan kegiatan Usaha Modal Ventura Syariah; dan b. wewenang dan tanggung jawab Dewan Pengawas Syariah, disertai dengan bukti persetujuan dan/atau surat penerimaan pemberitahuan dari instansi berwenang, yang persetujuannya/surat penerimaan pemberitahuan*) kami terima pada tanggal ……….;
fotokopi bukti setoran modal kerja dalam bentuk deposito berjangka atas nama Perusahaan Modal Ventura pada salah satu bank umum syariah di Indonesia yang telah dilegalisasi oleh bank penerima setoran dan masih berlaku selama dalam proses perizinan Unit Usaha Syariah;
surat keputusan Direksi Perusahaan Modal Ventura yang menyetujui penempatan modal kerja pada Unit Usaha Syariah disertai dengan besaran jumlah penempatan modal kerjanya;
data Dewan Pengawas Syariah berupa:
a. risalah Rapat Umum Pemegang Saham atau rapat anggota mengenai pengangkatan Dewan Pengawas Syariah. b. rekomendasi dari Dewan Syariah Nasional Majelis Ulama Indonesia (DSN-MUI).
c. fotokopi tanda pengenal berupa kartu tanda penduduk (KTP) atau paspor yang masih berlaku.
d. fotokopi nomor pokok wajib pajak (NPWP). e. daftar riwayat hidup yang dilengkapi dengan pas foto berwarna ukuran 4 x 6 cm; dan f. surat pernyataan yang menyatakan tidak tercatat dalam daftar kredit macet;
data pimpinan Unit Usaha Syariah, meliputi:
a. fotokopi tanda pengenal berupa kartu tanda penduduk (KTP) atau paspor yang masih berlaku; b. fotokopi nomor pokok wajib pajak (NPWP);
c. daftar riwayat hidup yang dilengkapi dengan pas foto berwarna ukuran 4 x 6 cm;
d. bukti pengangkatan sebagai pimpinan Unit Usaha Syariah; dan e. bukti keahlian, pelatihan, dan/atau pengalaman di bidang keuangan syariah; f. surat pernyataan yang menyatakan:
1. tidak tercatat dalam daftar kredit macet; dan
2. tidak rangkap jabatan pada fungsi lain pada PMV yang sama, kecuali pimpinan UUS adalah Direksi;
laporan keuangan awal Unit Usaha Syariah yang terpisah dari kegiatan usaha Perusahaan Modal Ventura;
dokumen pelaporan penggunaan akad yang digunakan dalam kegiatan Usaha Modal Ventura berdasarkan Prinsip Syariah sebagaimana diatur dalam Peraturan OJK mengenai penyelenggaraan usaha Perusahaan Modal Ventura; dan
rencana kerja Unit Usaha Syariah yang akan dibuka yang paling sedikit memuat:
a. studi kelayakan peluang pasar dan potensi ekonomi; b. target kegiatan usaha berdasarkan Prinsip Syariah dan langkah-langkah yang dilakukan untuk mewujudkan target dimaksud;
c. sistem dan prosedur kerja;
d. jumlah dan susunan personalia, dan e. proyeksi arus kas bulanan selama 12 (dua belas) yang dimulai sejak Unit Usaha Syariah melakukan kegiatan operasional serta proyeksi laporan posisi keuangan dan laporan kinerja keuangan.

Dapat kami sampaikan bahwa untuk keperluan permohonan izin ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian permohonan kami dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*)............
………………………………
*) coret yang tidak perlu

CONTOH FORMAT 5 LAPORAN PELAKSANAAN KEGIATAN USAHA UNIT USAHA SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor ..... tanggal ..... mengenai pemberian izin pembukaan Unit Usaha Syariah kepada
PT/Koperasi/Perseroan Komanditer*) ....., dengan ini dilaporkan bahwa kami telah memulai kegiatan modal ventura berdasarkan Prinsip Syariah pada tanggal .....

Sebagai kelengkapan data, bersama ini kami sampaikan:

daftar perjanjian kegiatan Usaha Modal Ventura berdasarkan Prinsip Syariah yang telah dilakukan; dan
fotokopi perjanjian kegiatan Usaha Modal Ventura berdasarkan Prinsip Syariah yang telah dilakukan.

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*) ................
………………………………
*) Coret yang tidak perlu

CONTOH FORMAT 6 LAPORAN PEMBUKAAN KANTOR CABANG UNIT SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor .....
tanggal ..... mengenai pemberian izin pembukaan Unit Usaha Syariah
kepada PT/Koperasi/Perseroan Komanditer*) ....., dengan ini dilaporkan bahwa kami telah membuka Kantor Cabang Unit Syariah pada tanggal .....

Sebagai kelengkapan data, terlampir kami sertakan informasi sebagai berikut:

No.	Alamat Kantor Cabang Unit Syariah	Nama Pimpinan	Jumlah Karyawan
1.
dst.

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian permohonan ini kami sampaikan dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*)............
………………………………
*) Coret yang tidak perlu

CONTOH FORMAT 7 LAPORAN PERUBAHAN ALAMAT KANTOR CABANG UNIT SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor .....
tanggal ..... mengenai pemberian izin pembukaan Unit Usaha Syariah kepada PT/Koperasi/Perseroan Komanditer*) ....., bersama ini kami melaporkan bahwa Kantor Cabang Unit Syariah kami telah berubah dengan data sebagai berikut:

Alamat lama : .....
Telepon : .....
Alamat baru : .....
Telepon : .....
Tanggal perubahan : .....

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/lbu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*)............
………………………………

*) coret yang tidak perlu

CONTOH FORMAT 8 LAPORAN PENUTUPAN KANTOR CABANG UNIT SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor ..... tanggal ..... mengenai pemberian izin pembukaan Unit Usaha Syariah kepada
PT/Koperasi/Perseroan Komanditer*) ....., bersama ini kami melaporkan pelaksanaan penutupan Kantor Cabang Unit Syariah yang beralamat di .....
dengan alasan .....

Sebagai kelengkapan data, terlampir kami sampaikan sertakan:

bukti pemberitahuan rencana penutupan Kantor Cabang; dan
bukti penyelesaian hak dan kewajiban pihak terkait.

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/lbu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*) ................
………………………………
*) coret yang tidak perlu

CONTOH FORMAT 9 LAPORAN PEMBUKAAN KANTOR SELAIN KANTOR CABANG UNIT SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor .....
tanggal ..... mengenai pemberian izin pembukaan Unit Usaha Syariah
kepada PT/Koperasi/Perseroan Komanditer*) ....., dengan ini dilaporkan bahwa kami telah membuka kantor selain Kantor Cabang Unit Syariah pada tanggal .....

Sebagai kelengkapan data, terlampir kami sertakan informasi sebagai berikut:

No.	Alamat Kantor Selain Kantor Cabang Unit Syariah
1.
dst.

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian permohonan ini kami sampaikan dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*)...........
………………………………
*) Coret yang tidak perlu

CONTOH FORMAT 10 LAPORAN PERUBAHAN ALAMAT KANTOR SELAIN KANTOR CABANG UNIT SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor .....
tanggal ..... mengenai pemberian izin pembukaan Unit Usaha Syariah kepada PT/Koperasi/Perseroan Komanditer*) ....., bersama ini kami melaporkan bahwa kantor selain Kantor Cabang Unit Syariah telah berubah dengan data sebagai berikut:

Alamat lama : .....
Telepon : .....
Alamat baru : .....
Telepon : .....
Tanggal perubahan : .....

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/lbu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*).............
………………………………

*) coret yang tidak perlu

CONTOH FORMAT 11 LAPORAN PENUTUPAN UNIT USAHA SYARIAH

Menunjuk surat Keputusan Otoritas Jasa Keuangan Nomor ..... tanggal ..... mengenai pemberian izin pembukaan Unit Usaha Syariah kepada
PT/Koperasi/Perseroan Komanditer*) ....., bersama ini kami melaporkan pelaksanaan penutupan Unit Usaha Syariah yang beralamat di ..... dengan alasan .....

Sebagai bahan pertimbangan, bersama ini terlampir kami sampaikan:

bukti pemberitahuan rencana penutupan UUS kepada Pasangan Usaha dan pemberi dana yang berkepentingan;
bukti pemberitahuan prosedur penyelesaian hak dan kewajiban kepada Pasangan Usaha dan pemberi dana yang berkepentingan; dan
bukti penyelesaian keberatan dari Pasangan Usaha dan pemberi dana yang berkepentingan).

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/lbu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*) ................
………………………………
*) coret yang tidak perlu

*) persyaratan ini disampaikan jika terdapat keberatan dari Pasangan Usaha dan pemberi dana yang berkepentingan.

CONTOH FORMAT 12 LAPORAN PEMBUKAAN KANTOR CABANG PERUSAHAAN MODAL VENTURA/PERUSAHAAN MODAL VENTURA SYARIAH

Dengan ini kami:
Nama : PT/Koperasi/Perseroan Komanditer*) ...................
Alamat : ..........................................

Melaporkan bahwa kami telah membuka Kantor Cabang pada tanggal .....

Sebagai kelengkapan data, terlampir kami sertakan informasi sebagai berikut:

data alamat lengkap Kantor Cabang; dan
nama pimpinan Kantor Cabang serta jumlah karyawan.

Dapat kami sampaikan bahwa untuk keperluan pelaporan ini, dapat menghubungi Sdr./Sdri. ..., melalui alamat email ... atau nomor telepon ...

Demikian laporan ini kami sampaikan dan atas perhatian Bapak/Ibu*), kami mengucapkan terima kasih.

Direksi
PT/Koperasi/Perseroan Komanditer*)............
………………………………
*) coret yang tidak perlu

EXAMPLE FORMAT 13 REPORT ON VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY BRANCH CLOSURE

To:
Executive Head of Insurance, Pension Fund, Financing Institution, and Other Financial Service Institution Supervision Attention: Director of Institutions and IKNB Products Menara Merdeka Building Jl. Budi Kemuliaan I No. 2 Jakarta 10110

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*) ...................
Address: ..........................................
report the implementation of the Branch Closure as follows:

No.
Branch Registration Number and Date
Address
(including City/Regency and Province Name)
Reason for Closure
1.
...

As supporting material, we hereby attach:

proof of notification of the plan to close the Branch; and
proof of settlement of rights and obligations of related parties.

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*) ................
………………………………
*) delete what is not necessary

EXAMPLE FORMAT 14 REPORT ON CHANGES IN PURPOSE AND BUSINESS ACTIVITIES OF VENTURE CAPITAL/SHARIA VENTURE CAPITAL

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*) ...................
Address: ..........................................
report that in accordance with the General Meeting of Shareholders/members*) meeting dated .................., changes to the company's articles of association regarding purpose and business activities have been made, as follows:

Article
Article Content (Before Change)
Article Content (After Change)

As data completeness, we hereby submit the following documents:

changes to the articles of association accompanied by proof of approval from the competent authority, which approval we received on date …........……. );
minutes of the members' meeting and/or changes to the articles of association*);
changes to the articles of association);
sample business activity agreement to be used*).

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*) ............
………………………………
*) delete what is not necessary
) this requirement is submitted for companies with limited liability company legal entity status *) this requirement is submitted for companies with cooperative legal entity status ) this requirement is submitted for business entities *) this requirement is submitted if there is a change in business activities.

EXAMPLE FORMAT 15 REPORT ON CHANGE OF NAME OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*) ...................
Address: ..........................................
report that in accordance with the General Meeting of Shareholders/members*) meeting dated ..................., changes to the company's articles of association regarding the name have been made, as follows:

Number and Date of Business License Decision Letter Old Name New Name

As data completeness, we hereby submit the following documents:

changes to the articles of association accompanied by proof of approval from the competent authority, which approval we received on date …........……. );
minutes of the members' meeting and/or changes to the articles of association*);
changes to the articles of association);
tax identification number (NPWP) in the name of the new Venture Capital Company/Sharia Venture Capital Company*).

In relation to the above, we request that you, Sir/Madam*), establish the change of the OJK Business License Decision from PT/Cooperative/Commanditaire Vennootschap*) ......................... to PT/Cooperative/Commanditaire Vennootschap*) ........................

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)...........
………………………………
*) delete what is not necessary
) this requirement is submitted for companies with limited liability company legal entity status *) this requirement is submitted for companies with cooperative legal entity status ) this requirement is submitted for business entities

EXAMPLE FORMAT 16 REPORT ON CHANGE OF BUSINESS ENTITY FROM COMMANDITAIRE VENNOOTSCHAP TO LIMITED LIABILITY COMPANY

Hereby we:
Name: PT .....
Address: .....
City .....
Province .....
Telephone/fax No.: .....
Email: .....
report that in accordance with the General Meeting of Shareholders/members*) meeting dated .............., a change of business entity from commanditaire vennootschap to limited liability company has been made, which was originally:

Name: Commanditaire Vennootschap ...................
Address: ..........................................
To complete the aforementioned request, we hereby submit the following documents:

articles of incorporation of the limited liability company accompanied by proof of approval from the competent authority, which approval we received on date …........…….; and
tax identification number (NPWP) in the name of the new Venture Capital Company/Sharia Venture Capital Company*).

We inform you that for the purposes of this license request, you may contact Mr./Ms. ..., via email ... or telephone number ....

This is our request, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT ................
………………………………
*) delete what is not necessary

EXAMPLE FORMAT 17 REPORT ON REDUCTION OF PAID-UP CAPITAL OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Capitalization
Before Change
After Change

For VC/SVC*):

Authorized Capital
Paid-up Capital
with the following shareholder composition:

No.
Shareholder Name
Total Share Value Before Change (Rp)
Total Share Value After Change (Rp)
1.
...

The reason for the capital reduction is
……………………….

As data completeness, we hereby attach the following documents:

changes to the articles of association accompanied by proof of approval from the competent authority, which approval we received on date …........…. );
minutes of the members' meeting and/or changes to the articles of association*);
and
changes to the articles of association).

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

EXAMPLE FORMAT 18 REPORT ON CHANGE OF COMPANY STATUS

Hereby we:
Name: PT…...................................
Address: ...........................................
report that in accordance with the General Meeting of Shareholders meeting dated .................., changes to the company's articles of association regarding the status of the limited liability company as closed/open*) have been made, as follows:

Article
Article Content (Before Change)
Article Content (After Change)

As data completeness, we hereby attach changes to the articles of association accompanied by proof of approval from the competent authority, which approval we received on date …….....…..

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT ................
………………………………
*) delete what is not necessary

EXAMPLE FORMAT 19 REPORT ON ADDITION OF PAID-UP CAPITAL OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Capitalization
Before Change
After Change

For companies with limited liability company legal entity status:

Authorized Capital
Placed and Paid-up Capital
with the following shareholder composition*):

No.
Shareholder Name
Total Share Value Before Change (Rp)
Total Share Value After Change (Rp)
1.
...

As data completeness, we hereby attach:

changes to the articles of association accompanied by proof of approval from the competent authority, which approval we received on date …......……. );
minutes of the members' meeting and/or changes to the articles of association*);
changes to the articles of association);
proof of capital addition, namely:
a. photocopy of proof of paid-up Paid-up Capital from Shareholders and photocopy of proof of placement of Paid-up Capital in the name of the VC or SVC at one of the commercial banks or Sharia commercial banks in Indonesia and legalized by the receiving bank*); or b. financial statements of the Venture Capital Company or Sharia Venture Capital Company that have been audited by a public accountant before capital addition, in the event that Paid-up Capital addition is done in the form of conversion of loans and/or retained earnings for Venture Capital Companies or Sharia Venture Capital Companies with limited liability company legal entity status*);
statement letter from Shareholders, cooperative members, or partners stating that the capital contribution does not come from loans, money laundering activities, and financial crimes in the event that capital addition is done in the form of cash contributions*);
financial statements audited by a public accountant, accompanied by non-consolidated financial statements and the latest month's financial statements);
photocopy of annual tax return (SPT) for the last 1 (one) year in the event that the Shareholder of the Venture Capital Company/Sharia Venture Capital Company*) is an individual; and
business plan and steps of the Venture Capital Company/Sharia Venture Capital Company*) in the use of the added Paid-up Capital.

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)............
………………………………
*) delete what is not necessary
) this requirement is submitted for companies with limited liability company legal entity status *) this requirement is submitted for companies with cooperative legal entity status ) this requirement is submitted for business entities *) this requirement is submitted if the added paid-up capital is in the form of money ) in the event that Shareholders are Indonesian legal entities, foreign business entities, or foreign institutions

EXAMPLE FORMAT 20 REPORT ON CHANGES IN BOARD OF DIRECTORS AND/OR BOARD OF COMMISSIONERS OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*) ..................
Address: ...........................................
report that in accordance with the General Meeting of Shareholders/members*) meeting dated .............., changes to the company's articles of association regarding the members of the Board of Directors and/or Board of Commissioners*) have been made, namely:

Before Change
After Change
Commissioners
Directors

As data completeness, we hereby attach:

changes to the articles of association accompanied by proof of approval from the competent authority, which approval we received on date …........……. );
minutes of the members' meeting and/or changes to the articles of association*); and
changes to the articles of association);

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*) ................
………………………………
*) delete what is not necessary
) this requirement is submitted for companies with limited liability company legal entity status *) this requirement is submitted for companies with cooperative legal entity status ) this requirement is submitted for business entities

EXAMPLE FORMAT 21 REPORT ON CHANGE OF SHAREHOLDERS OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*)....................................
Address: ...........................................
report that in accordance with the General Meeting of Shareholders meeting dated ......................, changes to the company's articles of association regarding shareholders have been made, as follows:

Before Change
After Change
Shareholder Name
Total Share Value (Rp)
Shareholder Name
Total Share Value (Rp)

As data completeness, we hereby attach:

changes to the articles of association accompanied by proof of approval from the competent authority, which approval we received on date …........……. );
minutes of the members' meeting and/or changes to the articles of association*);
changes to the articles of association);
deed of transfer of share rights*);
Shareholder data*); and
statement letter from Shareholders stating that the money used to buy shares of the Venture Capital Company or Sharia Venture Capital Company does not come from money laundering activities and financial crimes).

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)..........
………………………………
*) this requirement is submitted if there is a transfer of share rights ) this requirement is submitted for companies with limited liability company legal entity status *) this requirement is submitted for companies with cooperative legal entity status ) this requirement is submitted for business entities *) this requirement is submitted if there are new shareholders ) this requirement is submitted if there is a share sale and purchase

EXAMPLE FORMAT 22 REPORT ON CHANGES IN COMPOSITION AND POSITION OF THE SHARIA SUPERVISORY BOARD

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*) ..................
Address: ...........................................
report that in accordance with the General Meeting of Shareholders/members*) meeting dated .............., changes regarding the composition and position of the members of the Sharia Supervisory Board have been made, namely:

No.
Before Change
After Change
1.
...

As data completeness, we hereby attach the minutes of the General Meeting of Shareholders or members' meeting regarding the appointment of members of the Sharia Supervisory Board accompanied by a recommendation letter from the National Sharia Board of the Indonesian Ulema Council (DSN-MUI).

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)..........
………………………………
*) delete what is not necessary

EXAMPLE FORMAT 23 REPORT ON NEW BUSINESS ACTIVITIES

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*) ..................
Address: ...........................................
Report that we will carry out new business activities, namely equity participation/share investment investment/contribution through the purchase of convertible bonds (quasi equity participation)/investment through the purchase of Sharia convertible bonds/investment based on profit-sharing principles/productive business financing/service activities/other business activities*).

To complete the aforementioned report, we hereby submit the following documents:

work plan for the first 2 (two) years regarding the new business activities to be carried out, which at least contains:
a. feasibility study of market opportunities and economic potential; b. business activity plan of the Venture Capital Company/Sharia Venture Capital Company and steps taken to realize the aforementioned plan; and
c. cash flow projections, balance sheet, and comprehensive income/loss statements monthly and the underlying assumptions starting from when the Venture Capital Company/Sharia Venture Capital Company carries out new business activities.
organizational structure accompanied by personnel composition, job descriptions, authorities, responsibilities, and work procedures related to the new business activities to be carried out; and
sample forms related to the new business activities to be carried out, including fund management agreements, contributions, and financing to be used for the operations of the Venture Capital Company or Sharia Venture Capital Company.

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)............
………………………………
*) delete what is not necessary

EXAMPLE FORMAT 24 REPORT ON CHANGE OF HEAD OFFICE AND/OR BRANCH ADDRESS

We hereby report that our Head Office/Branch*) at .....
has changed with the following data:
Old Address: .....
Telephone: .....
New Address*) : .....
Telephone: .....
Date of change: .....

We inform you that for the purposes of this report, you may contact Mr./Ms. ..., via email ... or telephone number ....

This report is submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)............
………………………………
*) Delete what is not necessary

EXAMPLE FORMAT 25 APPLICATION FOR APPROVAL OF MERGER, CONSOLIDATION, OR TAKEOVER

Hereby we:
Name: PT/Cooperative/Commanditaire Vennootschap*) ..................
Address: .........................................
Submit the application for the implementation of the Merger, Consolidation, or Takeover of PT/Cooperative/Commanditaire Vennootschap*) ............................... into PT/Cooperative/Commanditaire Vennootschap*) .................................... which is a Venture Capital Company/Sharia Venture Capital Company*).

As data completeness, we hereby attach the following documents:

draft minutes of the General Meeting of Shareholders/members*) meeting
draft deed of Merger/Consolidation/Takeover*);
draft ownership list, for the Venture Capital Company/Sharia Venture Capital Company*) that will carry out the Merger/Consolidation/Takeover*);
draft deed of transfer of share rights, in the event that the Takeover of shares is done directly from the shareholders, for the Venture Capital Company/Sharia Venture Capital Company*) that will carry out the Takeover.
latest audited financial statements of the Venture Capital Company/Sharia Venture Capital Company*);
proforma financial statements of the Venture Capital Company/Sharia Venture Capital Company*) resulting from the Merger/Consolidation/Takeover*);
Shareholder data;
statement letter from shareholders stating that the money used to buy shares of the Venture Capital Company/Sharia Venture Capital Company*) does not come from loans, money laundering activities, and financial crimes, for the Venture Capital Company/Sharia Venture Capital Company*) that will carry out the Takeover;
business plan and steps of the Venture Capital Company/Sharia Venture Capital Company*) after the Merger, Consolidation, or Takeover is carried out;
data of Board of Directors members, Board of Commissioners members, and Sharia Supervisory Board members;
minutes of the General Meeting of Shareholders or members' meeting regarding

appointment of members of the Sharia Supervisory Board along with written recommendations from the National Sharia Council of the Indonesian Ulema Council (DSN-MUI), for new Venture Capital Companies/Sharia Venture Capital Companies resulting from Consolidation;
12. photocopy of proof of paid-up Capital Subscription and photocopy of proof of placement of Capital Subscription in the form of time deposits in the name of the Venture Capital Company/Sharia Venture Capital Company*) at one of the commercial banks or Sharia commercial banks in Indonesia and legalized by the receiving bank, which remains valid during the business license application process, for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation;
13. proof of operational readiness at least in the form of:
a. list of fixed assets and inventory; b. proof of ownership or control of the office building;
c. sample forms, including business activity agreements to be used for the operations of the Venture Capital Company/Sharia Venture Capital Company*); and
d. photocopy of tax identification number (NPWP), for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation;
14. work plan for the first 5 (five) years at least containing:
a. feasibility study of market opportunities and economic potential; b. business activity plan of the Venture Capital Company/Sharia Venture Capital Company*) and steps taken to realize the aforementioned plan; and
c. cash flow projections, financial position reports, and comprehensive monthly profit/loss reports and the assumptions underlying them starting from when the Venture Capital Company/Sharia Venture Capital Company*) conducts operational activities,
for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation;
15. photocopy of cooperation agreements between foreign parties and Indonesian parties for Venture Capital Companies/Sharia Venture Capital Companies*) that include participation from foreign business entities and/or foreign institutions, for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation;
16. organizational structure equipped with personnel composition, job descriptions, authorities, responsibilities, and work procedures, for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation;
17. guidelines for the implementation of anti-money laundering and counter-terrorism financing programs, for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation;
18. corporate governance guidelines for the Venture Capital Company/Sharia Venture Capital
Company*), for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation; and
19. proof of payment of licensing fees for the issuance of business licenses, for new Venture Capital Companies/Sharia Venture Capital Companies*) resulting from Consolidation.
In relation to the above, we request your approval for the aforementioned Merger/Consolidation/Takeover*).
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This application is hereby submitted, and we thank you for your attention, Sir/Madam*). Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)............
………………………………
*) strike out what is not needed

EXAMPLE FORMAT 26 REPORT ON THE IMPLEMENTATION OF MERGER OR CONSOLIDATION

To the
Executive Head of Insurance, Pension Fund, Financing Institutions, and Other Financial Service Institutions Supervision u.p. Director of Institutions and IKNB Products I Menara Merdeka Building Jl. Budi Kemuliaan I No. 2 Jakarta 10110

Hereby we:
Name : PT/Cooperative/Commanditaire Vennootschap*) ..................
Address : .........................................
report that in accordance with the General Meeting of Shareholders/member meeting*) dated ........................................., a Merger/Consolidation*) has been carried out between PT/Cooperative/Commanditaire Vennootschap*) ................................. and PT/Cooperative/Commanditaire Vennootschap*)............................... into PT/Cooperative/Commanditaire Vennootschap*) .................................... which is a Venture Capital Company/Sharia Venture Capital Company*). As supporting data, we hereby submit the following documents:

deed of amendment to the articles of association of the Venture Capital Company/Sharia Venture Capital Company*) receiving the merger, which has been approved or recorded by the competent authority, the approval/recording*) of which we received on date ………..........................);
deed of minutes of the General Meeting of Shareholders/member meeting*);
deed of Merger/Consolidation*) which has been approved/recorded/notarized*) by the competent authority, the approval/recordation/notarization*) of which we received on date ………..........................;
deed of Establishment of the Venture Capital Company/Sharia Venture Capital Company*) resulting from the consolidation, which has been approved/recorded/notarized*) by the competent authority, the approval/recordation/notarization*) of which we received on date ………..........................*);
ownership list*);
detailed list of branch offices along with complete addresses*); and
documents stating that the Venture Capital Company/Sharia Venture Capital Company*) merging/consolidating*) has no tax debts from the competent authority.
In relation to the above, we request your Sir/Madam*) to establish a Decision of the Commissioners of the Financial Services Authority regarding the business license for the Venture Capital Company/Sharia Venture Capital Company*) to PT/Cooperative/Commanditaire Vennootschap*) ......................... which is the
result of the Merger/Consolidation*) between PT/Cooperative/Commanditaire Vennootschap*) .......................... and PT/Cooperative/Commanditaire Vennootschap*) .........................
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This report is hereby submitted, and we thank you for your attention, Sir/Madam*). Board of Directors
PT/Cooperative/Commanditaire Vennootschap*).............
………………………………
*) strike out what is not needed
) requirements for Merger
*) requirements for Consolidation

EXAMPLE FORMAT 27 REPORT ON THE IMPLEMENTATION OF TAKEOVER

Hereby we:
Name : PT/Cooperative/Commanditaire Vennootschap*) ..................
Address : .........................................
report that in accordance with the General Meeting of Shareholders/member meeting*) dated ........................................., a Takeover of PT/Cooperative/Commanditaire Vennootschap*) ................................. and PT/Cooperative/Commanditaire Vennootschap*)............................... has been carried out, which are Venture Capital Companies/Sharia Venture Capital Companies*). As supporting data, we hereby submit the following documents:

deed of amendment to the articles of association which has been approved or recorded by the competent authority, the approval/notification receipt*) of which we received on date ……….; and
deed of takeover.
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This report is hereby submitted, and we thank you for your attention, Sir/Madam*). Board of Directors
PT/Cooperative/Commanditaire Vennootschap*)............
………………………………
*) strike out what is not needed

EXAMPLE FORMAT 28 APPLICATION FOR APPROVAL OF PURE OR IMPURE SPLIT OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Hereby we:
Name : PT …................................
Address : ........................................
submit an application to obtain approval for the plan for the pure/impure*) split of PT………................. to PT ….......................… and PT ……............…. To complete the aforementioned application, we hereby submit the following documents:

draft deed of Split;
draft deed of establishment of the Venture Capital Company/Sharia Venture Capital Company*) that will receive assets, liabilities, and Equity; and
projection of the financial position report of the Venture Capital Company/Sharia Venture Capital Company*) conducting the Split.
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This application is hereby submitted, and we thank you for your attention, Sir/Madam*). Board of Directors
PT ................
………………………………

*) strike out what is not needed

EXAMPLE FORMAT 29 APPLICATION FOR BUSINESS LICENSE FOR NEW VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY RESULTING FROM PURE SPLIT

Referring to Financial Services Authority Regulation Number .../POJK.05/2015 on Business Licensing and Institutional Structure of Financing Companies, we hereby submit an application to obtain a business license as a Financing Company/Sharia Financing Company*):
Name : PT .....
Address : .....
City .....
Province .....
Telephone/fax No. : .....
Email : .....
To complete the aforementioned application, we hereby submit the following documents:

deed of establishment of PT ..... including articles of association, the approval/notification receipt*) of which we received on date ……….;
ownership list;
data of Board of Directors members, Board of Commissioners members, and Sharia Supervisory Board members;
data of shareholders or members;
minutes of the General Meeting of Shareholders or member meeting regarding the appointment of members of the Sharia Supervisory Board along with written recommendations from the National Sharia Council of the Indonesian Ulema Council (DSN-MUI), for Sharia Venture Capital Companies;
photocopy of proof of paid-up Capital Subscription and photocopy of proof of placement of Capital Subscription in the form of time deposits in the name of the Venture Capital Company/Sharia Venture Capital Company*) at one of the commercial banks or Sharia commercial banks in Indonesia and legalized by the receiving bank, which remains valid during the business license application process;
proof of operational readiness at least in the form of:
a. list of fixed assets and inventory; b. proof of ownership or control of the office building;
c. sample forms, including business activity agreements to be used for the operations of the Venture Capital Company/Sharia Venture Capital Company*); and
d. photocopy of tax identification number (NPWP);
work plan for the first 5 (five) years at least containing:
a. feasibility study of market opportunities and economic potential; b. business activity plan of the Venture Capital Company/Sharia Venture Capital Company*) and steps taken to realize the aforementioned plan; and
c. cash flow projections, financial position reports, and comprehensive monthly profit/loss reports and the assumptions underlying them starting from when the Venture Capital Company/Sharia Venture Capital Company*) conducts operational activities;
photocopy of cooperation agreements between foreign parties and Indonesian parties for Venture Capital Companies/Sharia Venture Capital Companies*) that include participation from foreign business entities and/or foreign institutions;
organizational structure equipped with personnel composition, job descriptions, authorities, responsibilities, and work procedures;
guidelines for the implementation of anti-money laundering and counter-terrorism financing programs;
corporate governance guidelines for the Venture Capital Company or Sharia Venture Capital Company*); and
proof of payment of licensing fees for the issuance of business licenses.
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This application is hereby submitted, and we thank you for your attention, Sir/Madam*).

Board of Directors
PT ................
………………………………
*) strike out what is not needed

EXAMPLE FORMAT 30 REPORT ON THE IMPLEMENTATION OF IMPURE SPLIT OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Hereby we:
Name : PT…..................................
Address : .........................................
report that in accordance with the General Meeting of Shareholders of the Venture Capital Company/Sharia Venture Capital Company*) on date ......................, an impure split of PT……........……. to PT ……...............… and PT……........…., has been carried out, with the following supporting documents:

deed of minutes of the General Meeting of Shareholders approving the Split;
deed of Split; and
amendment to the articles of association accompanied by proof of approval/notification receipt*) from the competent authority, in the event of an amendment to the articles of association, the approval/notification receipt*) of which we received on date …….....…...
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This report is hereby submitted, and we thank you for your attention, Sir/Madam*). Board of Directors
PT ................
………………………………

*) strike out what is not needed

EXAMPLE FORMAT 31 APPLICATION FOR BUSINESS LICENSE FOR NEW VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY RESULTING FROM IMPURE SPLIT

Deed of establishment of PT ..... including articles of association accompanied by proof of approval/notification receipt*) from the competent authority, the approval/notification receipt*) of which we received on date …….....…..;
ownership list;
data of Board of Directors members, Board of Commissioners members, and Sharia Supervisory Board members;
data of shareholders or members;
minutes of the General Meeting of Shareholders or member meeting regarding the appointment of members of the Sharia Supervisory Board along with written recommendations from the National Sharia Council of the Indonesian Ulema Council (DSN-MUI), for Sharia Venture Capital Companies;
proof of operational readiness at least in the form of:
a. list of fixed assets and inventory; b. proof of ownership or control of the office building;
c. sample forms, including business activity agreements to be used for the operations of the Venture Capital Company/Sharia Venture Capital Company*); and
d. photocopy of tax identification number (NPWP);
work plan for the first 5 (five) years at least containing:
a. feasibility study of market opportunities and economic potential; b. business activity plan of the Venture Capital Company/Sharia Venture Capital Company*) and steps taken to realize the aforementioned plan; and
c. cash flow projections, financial position reports, and comprehensive monthly profit/loss reports and the assumptions underlying them starting from when the Venture Capital Company/Sharia Venture Capital Company*) conducts operational activities;
photocopy of cooperation agreements between foreign parties and Indonesian parties for Venture Capital Companies/Sharia Venture Capital Companies*) that include participation from foreign business entities and/or foreign institutions;
organizational structure equipped with personnel composition, job descriptions, authorities, responsibilities, and work procedures;
guidelines for the implementation of anti-money laundering and counter-terrorism financing programs;
corporate governance guidelines for the Venture Capital Company or Sharia Venture Capital Company*); and
proof of payment of licensing fees for the issuance of business licenses.
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This application is hereby submitted, and we thank you for your attention, Sir/Madam*).

Board of Directors
PT ................
………………………………
*) strike out what is not needed

EXAMPLE FORMAT 32 APPLICATION FOR BUSINESS LICENSE FOR VENTURE CAPITAL COMPANY UNDERGOING CONVERSION

business license as a Venture Capital Company.
minutes of the General Meeting of Shareholders or member meeting regarding the appointment of members of the Sharia Supervisory Board.
deed of minutes of the General Meeting of Shareholders approving the conversion.
list of officials one level below the Board of Directors who at least have expertise and/or experience in the field of Sharia finance, attached with proof of the aforementioned expertise and/or experience; and.
work plan related to Sharia Venture Capital Business activities for the first 1 (one) year after obtaining the business license as a Sharia Venture Capital Company, at least containing:
a. feasibility study of market opportunities and economic potential; b. Sharia Venture Capital Business activity plan and steps taken to realize the aforementioned plan; and
c. cash flow projections, financial position reports, and comprehensive monthly profit/loss reports and the assumptions underlying them starting from when the Sharia Venture Capital Company conducts operational activities.
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This application is hereby submitted, and we thank you for your attention, Sir/Madam*). Board of Directors
PT/Cooperative/Commanditaire Vennootschap*) ...........
………………………………
*) strike out what is not needed

EXAMPLE FORMAT 33 APPLICATION FOR BUSINESS LICENSE AS A SHARIA VENTURE CAPITAL COMPANY FOR A VENTURE CAPITAL COMPANY THAT HAS CONDUCTED ALL ITS BUSINESS ACTIVITIES BASED ON SHARIA PRINCIPLES

Referring to Financial Services Authority Regulation Number .../POJK.05/2015 on Business Licensing and Institutional Structure of Venture Capital Companies, we hereby submit an application to obtain a business license as a Sharia Venture Capital Company:
Name : PT/Cooperative*) .....
Address : .....
City .....
Province .....
Telephone/fax No. : .....
Email : .....
To complete the aforementioned application, we hereby submit the following documents:
a. amendment to the articles of association stating the company's intention and purpose to conduct business based on Sharia Principles, accompanied by proof of approval, consent, and/or notification receipt from the competent authority, the approval/consent/notification receipt*) of which we received on date ……….; b. business license as a Venture Capital Company;
c. Letter of recommendation from the Sharia Supervisory Board of the National Sharia Council of the Indonesian Ulema Council (DSN-MUI); and
d. list of Venture Capital Company Branch Offices (if any).
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This application is hereby submitted, and we thank you for your attention, Sir/Madam*). Board of Directors
PT/Cooperative*) ................
………………………………
*) strike out what is not needed

EXAMPLE FORMAT 34 REPORT ON THE DISSOLUTION OF VENTURE CAPITAL COMPANY/SHARIA VENTURE CAPITAL COMPANY

Referring to Financial Services Authority Regulation Number …/POJK.05/2015 on Business Licensing and Institutional Structure of Venture Capital Companies, we hereby report the dissolution:
Name : PT/Cooperative/Commanditaire Vennootschap*) .....
Address : .....
City .....
Province .....
Telephone/fax No. : .....
Email : .....
To complete the aforementioned report, we hereby submit the following documents:

documents serving as the basis for the determination of the dissolution decision or decree;
business license as a Venture Capital Company/Sharia Venture Capital Company*).
We would like to inform that for the purposes of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ... This report is hereby submitted, and we thank you for your attention, Sir/Madam*). Liquidator ……………………………… *) strike out what is not needed

EXAMPLE FORMAT 35 APPLICATION FOR APPROVAL OF DISSOLUTION BECAUSE OF GENERAL MEETING OF SHAREHOLDERS RESOLUTION OR ACCORDING TO THE ARTICLES OF ASSOCIATION WHEN THE TERM EXPIRES OR APPROVAL FOR CHANGE OF BUSINESS ACTIVITIES SO THAT IT IS NO LONGER A VENTURE CAPITAL COMPANY/VENTURE CAPITAL SHARIAH COMPANY

To the
Executive Head of Supervision of Insurance, Pensions, Financing Institutions, and other Financial Service Institutions

Attention: Director of Institutions and IKNB Products Menara Merdeka Building Jl. Budi Kemuliaan I No. 2 Jakarta 10110

Referring to the Financial Services Authority Regulation Number .../POJK.05/2015 concerning Licensing and Institutions of Venture Capital Companies, hereby we submit a report on the change of business activities so that it is no longer a Venture Capital Company, for:

Name : PT/Cooperative/Commandite Company*) .....
Address : .....
City .....
Province .....
Telephone/fax No. : .....
Email : .....

To complete the aforementioned report, we hereby submit the following documents:

draft deed of dissolution or draft amendment to the articles of association containing the plan for new business activities; and
plan for settling the rights and obligations of Business Partners, Debtors,
venture capital investors, creditors, and/or fund providers who are concerned.

We would like to convey that for the purpose of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ...

This is the report that can be submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commandite Company*) .........
………………………………
*) strike out what is not needed

EXAMPLE FORMAT 36 REPORT ON CHANGE OF BUSINESS ACTIVITIES

To the
Executive Head of Supervision of Insurance, Pensions, Financing Institutions, and other Financial Service Institutions

Attention: Director of Institutions and IKNB Products Menara Merdeka Building Jl. Budi Kemuliaan I No. 2 Jakarta 10110

Name : PT/Cooperative/Commandite Company*) .....
Address : .....
City .....
Province .....
Telephone/fax No. : .....
Email : .....

To complete the aforementioned report, we hereby submit the following documents:

minutes of the General Meeting of Shareholders or members' meeting;
amendment to the articles of association accompanied by proof of approval, which we received on date ………..; and
proof of settlement of rights and obligations of Business Partners, Debtors,
venture capital investors, creditors, and/or fund providers who are concerned.

We would like to convey that for the purpose of this business license application, you may contact Mr./Ms. ..., via email ... or telephone number ...

This is the report that can be submitted, and for your attention, Sir/Madam*), we express our gratitude.

Board of Directors
PT/Cooperative/Commandite Company*) ..........
………………………………
*) strike out what is not needed

Established in Jakarta on December 21, 2015

CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY,

signed
MULIAMAN D. HADAD

Copy in accordance with the original
Director of Law 1
Legal Department signed
Sudarmaji

Financial Services Authority Regulation Number 34/POJK.05/2015 on Business Licensing and Institutional Organization of Venture Capital Companies

Lineage: In force