Financial Services Authority Regulation Number 37/POJK.04/2018 on Equity Crowdfunding Services

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 37 /POJK.04/2018
CONCERNING
EQUITY CROWDFUNDING SERVICES THROUGH INFORMATION TECHNOLOGY-BASED SHARE OFFERINGS BY THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that information technology has been used to develop the financial industry, which can drive the growth of alternative financing for the business world and investment media for the community; b. that the Financial Services Authority needs to support start-up companies to contribute to the national economy by providing alternative information technology-based funding sources;
c. that in order to provide legal certainty and protection for parties involved in Equity Crowdfunding services through information technology-based share offerings;
d. that based on the considerations referred to in letters a, b, and c, it is necessary to establish a Financial Services Authority Regulation concerning Equity Crowdfunding Services through Information Technology-Based Share Offerings.

Recalling:

Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING EQUITY CROWDFUNDING SERVICES THROUGH INFORMATION TECHNOLOGY-BASED SHARE OFFERINGS.

CHAPTER I
GENERAL PROVISIONS

Article 1
In this Financial Services Authority Regulation, the following terms are defined:

Equity Crowdfunding Services through Information Technology-Based Share Offerings (Equity Crowdfunding), hereinafter referred to as Crowdfunding Services, is the provision of share offering services conducted by an issuer to sell shares directly to investors through an open electronic system network.
Electronic System for Financial Services, hereinafter referred to as Electronic System, is a series of electronic devices and procedures that function to prepare, collect, process, analyze, store, display, announce, send, and/or disseminate electronic information in the field of financial services.
Information Technology for Financial Services, hereinafter referred to as Information Technology, is a technique to collect, prepare, store, process, announce, analyze, and/or disseminate information in the field of financial services.
Crowdfunding Service Provider, hereinafter referred to as Provider, is an Indonesian legal entity that provides, manages, and operates Crowdfunding Services.
Crowdfunding Service User, hereinafter referred to as User, is the issuer and the investor.
Issuer is an Indonesian legal entity in the form of a limited liability company that offers shares through the Provider.
Investor is a party that purchases shares of the Issuer through the Provider.
Electronic Document is any electronic information created, forwarded, sent, received, or stored in analog, digital, electromagnetic, optical, or similar forms, which can be seen, displayed, and/or heard through a computer or Electronic System, including but not limited to writing, voice, images, design maps, photos or similar, letters, signs, numbers, access codes, symbols, or perforations that have meaning or significance or can be understood by a person capable of understanding them.
Electronic Signature is a signature consisting of electronic information attached, associated, or related to other electronic information used as a verification and authentication tool.
Securities Company is a party that conducts business activities as a securities underwriter, securities broker, and/or investment manager.
Board of Directors:
a. for Providers in the form of a limited liability company, refers to the Board of Directors as meant in the law concerning limited liability companies; or b. for Providers in the form of a cooperative legal entity, refers to the management as meant in the law concerning cooperatives.
Board of Commissioners:
a. for Providers in the form of a limited liability company, refers to the Board of Commissioners as meant in the law concerning limited liability companies; or b. for Providers in the form of a cooperative legal entity, refers to the supervisors as meant in the law concerning cooperatives.

Article 2
This Financial Services Authority Regulation applies to the provision of share offerings conducted through Crowdfunding Services.

Article 3
(1) This Financial Services Authority Regulation also applies to the provision of equity-type securities services other than shares through Crowdfunding Services. (2) The types of equity-type securities other than shares as referred to in paragraph (1) are determined by the Financial Services Authority.

Article 4
(1) Crowdfunding Service activities as referred to in this Financial Services Authority Regulation are financial service activities in the Capital Market sector. (2) Parties conducting Crowdfunding Service activities as referred to in paragraph (1) are declared as parties conducting financial service activities in the Capital Market sector.

Article 5
(1) Share offerings by each Issuer through Crowdfunding Services do not constitute a public offering as referred to in Law Number 8 of 1995 concerning the Capital Market if:
a. the share offering is conducted through a Provider that has obtained a license from the Financial Services Authority; b. the share offering is conducted within a period of at most 12 (twelve) months; and
c. the total funds raised through the share offering are at most Rp10,000,000,000.00 (ten billion rupiah).
(2) The Financial Services Authority may determine the total fund-raising value other than the value referred to in paragraph (1) letter c. (3) The determination of the total fund-raising value as referred to in paragraph (2) is done via a Circular Letter of the Financial Services Authority.

Article 6
An Issuer is not considered a public company as referred to in Law Number 8 of 1995 concerning the Capital Market if:
a. the number of Issuer shareholders does not exceed 300 (three hundred) parties; and b. the Issuer's paid-up capital does not exceed Rp30,000,000,000 (thirty billion rupiah).

CHAPTER II
CROWDFUNDING SERVICE PROVIDERS

Section One
Licensing

Article 7
A Provider intending to conduct Crowdfunding Services must have a business license from the Financial Services Authority.

Article 8
The Provider as referred to in Article 7 is a Provider registered as an Electronic System Provider at the ministry responsible for communication and information technology affairs.

Section Two
Business Activities

Article 9
(1) The Provider provides, manages, and operates Crowdfunding Services for Users.
(2) In carrying out activities as referred to in paragraph (1), the Provider may cooperate with information technology-based financial services providers in accordance with applicable legislation.

Section Three
Requirements

Paragraph 1
Legal Entity Form

Article 10
The legal entity form of the Provider is an Indonesian legal entity in the form of:
a. a limited liability company; or b. a cooperative.

Article 11
(1) The limited liability company as referred to in Article 10 letter a may be a Securities Company that has obtained approval from the Financial Services Authority to conduct other activities as a Provider. (2) The cooperative as referred to in Article 10 letter b is limited only to service cooperatives.

Paragraph 2
Capital

Article 12
(1) The Provider as referred to in Article 10 letter a must have paid-up capital of at least Rp2,500,000,000.00 (two billion five hundred million rupiah) at the time of submitting the licensing application. (2) The Provider as referred to in Article 10 letter b must have own capital of at least Rp2,500,000,000.00 (two billion five hundred million rupiah) at the time of submitting the licensing application.

Paragraph 3
Human Resource Qualifications

Article 13
(1) The Provider must have:
a. human resources with expertise and/or background in Information Technology; and b. human resources with expertise to conduct reviews of Issuers. (2) The Provider must improve the quality of human resources through education and training activities supporting the development of Crowdfunding Services.

Section Four
Licensing Application Procedures

Article 14
(1) The licensing application by the Provider as referred to in Article 7 is submitted by the Provider to the Executive Head of Capital Market Supervision according to the Provider Licensing Application format contained in the Appendix, which is an integral part of this Financial Services Authority Regulation, accompanied by at least the following documents:
a. the deed of establishment of the legal entity along with the latest amendment to the articles of association, if there are amendments to the articles of association, which has been approved/agreed upon by the competent authority or notified to the competent authority, containing business activities for financial services including Crowdfunding Services; b. shareholder data, if the Provider is a limited liability company:

in the case where shareholders are individuals, accompanied by:
a) photocopy of a valid identity card or passport for foreign citizens; b) photocopy of the taxpayer identification number; and c) a curriculum vitae in the form and content according to the Curriculum Vitae format contained in the Appendix, which is an integral part of this Financial Services Authority Regulation, completed with a recent 4x6 cm color photo; and d) a statement from the shareholder in the form and content according to the Individual Shareholder Statement format contained in the Appendix, which is an integral part of this Financial Services Authority Regulation;
in the case where shareholders are legal entities, accompanied by:
a) the deed of establishment of the legal entity along with the latest amendment to the articles of association, if there are amendments to the articles of association, which has been approved/agreed upon by the competent authority or notified to the competent authority; and b) a statement from the shareholder in the form and content according to the Legal Entity Shareholder Statement format contained in the Appendix, which is an integral part of this Financial Services Authority Regulation;
in the case where the shareholder is the central government, accompanied by a government regulation regarding state capital participation for company establishment; and
in the case where the shareholder is the regional government, accompanied by a regional regulation regarding regional capital participation for company establishment;
c. Board of Directors and Board of Commissioners data:
photocopy of a valid identity card or passport for foreign citizens;
photocopy of the Limited Stay Permit (KITAS) or Permanent Stay Permit (KITAP) for foreign citizens;
a curriculum vitae in the form and content according to the Curriculum Vitae format contained in the Appendix, which is an integral part of this Financial Services Authority Regulation, completed with a recent 4x6 cm color photo with a red background;
photocopy of the taxpayer identification number; and
a statement from each member of the Board of Directors and each member of the Board of Commissioners in the form and content according to the Board of Directors Member Statement and Board of Commissioners Member Statement formats contained in the Appendix, which is an integral part of this Financial Services Authority Regulation;
d) photocopy of proof of registration as an Electronic System Provider at the ministry responsible for communication and information technology affairs; e) organizational structure of the Provider; f) guidelines/standard operating procedures related to the implementation of anti-money laundering and counter-terrorism financing programs; g) a work plan for the first year, which must at least contain:
an overview of the business activities to be conducted;
targets and steps taken to achieve the said targets; and
projected financial reports for the next 1 (one) year;
h) proof of readiness of the Electronic System used by the Provider and operational activity data; i) proof of operational readiness in the form of:
proof of ownership or control of office buildings and rooms or service units (outlets), in the form of photocopies of ownership certificates, building use rights, use rights, or agreements for the use of buildings or rooms; and
a list of office inventory and equipment;
j) standard operating procedures regarding service to Users; k) photocopy of the taxpayer identification number in the name of the Provider; and l) proof of expertise as referred to in Article 13 paragraph (1) letters a and b. (2) The Financial Services Authority reviews the licensing application submitted by the Provider. (3) The Financial Services Authority provides approval or rejection of the licensing application within at most 20 (twenty) days after receiving the complete licensing application documents in accordance with the requirements in this Financial Services Authority Regulation. (4) The licensing application automatically becomes valid if the period as referred to in paragraph (3) is exceeded.

Section Five
Ownership Changes

Article 15
(1) The Provider must report changes in the ownership of the Provider to the Financial Services Authority.
(2) The report as referred to in paragraph (1) must be accompanied by documents as referred to in Article 14 paragraph (1) letter b.

Section Six
Obligations and Prohibitions

Article 16
(1) The Provider must:
a. conduct reviews of the Issuer, at least regarding:

the legality of the Issuer, including the approval of the legal entity, corporate organs, capital increase legal aspects, Issuer limitations, and licenses related to the Issuer's business activities and/or projects to be funded by funds raised through share offerings via Crowdfunding Services; and
documents and/or information that must be submitted by the Issuer to the Provider as regulated in this Financial Services Authority Regulation;
b. upload documents and/or information as referred to in letter a number 2 online through the Provider's website;
c. include information on the Provider's website in the event of material changes that may affect investors' investment decisions regarding documents and/or information as referred to in letter b;
d. ensure the implementation of share offerings through Crowdfunding Services until all rights and obligations of Users are fulfilled; e. report violations committed by the Issuer during the offering period and violations of the Issuer's obligations directly related to the end of the offering period to the Financial Services Authority; f. implement education programs for Users; g. store documents and/or information submitted by the Issuer for the document retention period as referred to in the law concerning company documents; h. ensure that the fund-raising limit through Crowdfunding Services by each Issuer is not exceeded; i) provide online communication facilities between Investors and Issuers; j) include risks on the Provider's website, at least covering risks:
business;
investment;
liquidity;
scarcity of dividend distribution;
dilution of share ownership; and
failure of the Electronic System;
k) have a system to ensure that only Investors who have confirmed the fulfillment of Investor requirements can invest through Crowdfunding Services; l) use an Indonesian domain name; m) provide dispute complaint services through internal dispute resolution functions; n) include on the Provider's website information regarding costs and other expenses charged to Users; o) have a refund mechanism in the event that share offerings through Crowdfunding Services are void ab initio; and p) use office buildings or rooms that are owned or based on lease agreements for buildings or rooms. (2) The posting on the website as referred to in paragraph (1) letter c must be done at the latest 2 (two) working days after the occurrence of material changes.

Article 17
In conducting business activities, the Provider is prohibited from:
a. conducting business activities other than the Provider's business activities as regulated in this Financial Services Authority Regulation, except:

business activities as a securities underwriter, securities broker, and/or investment manager if the Provider is a Securities Company; and
information technology-based service providers that are registered and/or have a license from the Financial Services Authority;
b. having an affiliation relationship with Issuers using Crowdfunding Services;
c. providing financial assistance to Investors to invest in Issuer shares using Crowdfunding Services;
d. providing investment advice and/or recommendations to Investors and/or potential Investors to invest in Issuers; e. giving gifts or compensation to parties providing information regarding potential Investors; f. receiving and/or storing Investor funds; g. providing different treatment to each User; h. publishing incorrect information related to Crowdfunding Services conducted; i) conducting Crowdfunding Service offerings to Users and/or the public through personal communication media without User consent; and j) charging any fees to Users for submitting complaints.

Section Seven
Reports

Article 18
Providers that have obtained a license must submit reports to the Financial Services Authority, namely:
a. semi-annual reports; b. annual reports; and
c. incidental reports.

Article 19
(1) Semi-annual reports as referred to in Article 18 letter a must at least contain:
a. a summary of important financial data; b. operational activity reports including the number of Issuers, number of Investors per Issuer, number of shares offered by each Issuer, and the amount of funds raised by each Issuer;
c. User complaint reports accompanied by follow-up on complaint resolution if there are complaints; and
d. Issuer violation reports, if the Issuer commits violations.
(2) If necessary, the Financial Services Authority may request additional information and/or data from the Provider.
(3) Semi-annual reports as referred to in paragraph (1) are submitted in the form of physical documents and Electronic Documents.
(4) Semi-annual reports as referred to in paragraph (3) are submitted to the Executive Head of Capital Market Supervision at the latest 10 (ten) working days in the following month with a semi-annual report submission letter in the form and content according to the Semi-Annual Report Submission Letter format contained in the Appendix, which is an integral part of this Financial Services Authority Regulation.

Article 20
(1) The Provider must submit annual reports as referred to in Article 18 letter b to the Financial Services Authority for the reporting period from January 1 to December 31. (2) Annual reports as referred to in paragraph (1) must at least contain:
a. financial reports including income statements, balance sheets, cash flow statements, and financial ratios; and b. reports on the provision of Crowdfunding Services including:

operational activity reports as referred to in Article 19 paragraph (1) letter b; and
reports on cooperation between the Provider and information technology-based financial services institutions and/or information technology-based support service providers, if the Provider has cooperation with information technology-based financial services institutions and/or information technology-based support service providers;
c) information regarding the Provider at least including management information, shareholder structure, Provider address, and human resource information; d) organizational structure of the Provider; and e) governance reports including risk management and internal dispute resolution provision, if internal dispute resolution is provided. (3) Annual reports as referred to in paragraph (1) are submitted in the form of physical documents and Electronic Documents. (4) Annual reports as referred to in paragraph (3) are submitted to the Executive Head of Capital Market Supervision at the latest 20 (twenty) working days after the end of the reporting period using an annual report submission letter in the form and content according to the Annual Report Submission Letter format contained in the Appendix, which is an integral part of this Financial Services Authority Regulation.

Article 21
(1) The Provider must submit incidental reports as referred to in Article 18 letter c if there are material events or information related to the provision of Crowdfunding Services. (2) Incidental reports as referred to in paragraph (1) must be submitted to the Financial Services Authority at the latest 2 (two) working days after the occurrence of material events or information related to the provision of Crowdfunding Services.

Section Eight
Return of License by Provider

Article 22
(1) A Provider that has obtained a license and declares that it will not continue its operational activities may return the license to the Financial Services Authority by submitting:
a. a license return request letter in the form and content according to the License Return Request Form as a Crowdfunding Service Provider (Equity Crowdfunding) contained in the Appendix, which is an integral part of this Financial Services Authority Regulation; and b. a statement letter regarding the plan for settlement related to the rights and obligations of Users in the form and content according to the Statement Letter Regarding Settlement Plan Related to User Rights and Obligations contained in the Appendix, which is an integral part of this Financial Services Authority Regulation.

which is an integral part of this Financial Services Authority Regulation.

(2) The Financial Services Authority revokes the Organizer's license no later than 20 (twenty) working days after receiving the letter returning the license as referred to in paragraph (1).

(3) The return of the license as referred to in paragraph (1) does not immediately eliminate the Organizer's obligations and responsibilities towards Users, and the fulfillment of existing laws and/or decisions of the Financial Services Authority that have not yet been fulfilled arising while the Organizer's license has not yet been revoked as referred to in paragraph (2).

CHAPTER III
EQUITY CROWDFUNDING SERVICES

First Section
Organizer's Statement

Article 23
In Equity Crowdfunding Services, the Organizer is required to include on the Organizer's website a statement in capital letters that directly attracts the attention of Investors as follows:
a. “THE FINANCIAL SERVICES AUTHORITY DOES NOT ISSUE A STATEMENT APPROVING OR DISAPPROVING THIS SECURITY, NOR DOES IT STATE THE TRUTH OR ADEQUACY OF THE INFORMATION IN THIS EQUITY CROWDFUNDING SERVICE. ANY STATEMENT CONTRARY TO THIS IS AN ILLEGAL ACT.” b. “THE INFORMATION IN THIS EQUITY CROWDFUNDING SERVICE IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. IF THERE IS DOUBT ABOUT THE ACTION TO BE TAKEN, IT IS BETTER TO CONSULT WITH THE ORGANIZER.”; and
c. “THE ISSUER AND THE ORGANIZER, EITHER INDEPENDENTLY OR TOGETHER, ARE FULLY RESPONSIBLE FOR THE TRUTH OF ALL INFORMATION CONTAINED IN THIS EQUITY CROWDFUNDING SERVICE.”.

Second Section
Limits on Stock Offerings

Article 24
An Issuer may only offer stocks through 1 (one) Organizer at the same time.

Article 25
(1) The maximum limit on fund collection through Equity Crowdfunding Services by each Issuer within a period of 12 (twelve) months is at most IDR 10,000,000,000.00 (ten billion rupiah) or another value as referred to in Article 5 paragraph (2).

(2) The stock offering as referred to in paragraph (1) may be conducted in 1 (one) offering or more.

Article 26
(1) An Issuer may determine the minimum amount of funds that must be obtained in the stock offering through Equity Crowdfunding Services based on agreements contained in the Equity Crowdfunding Services organization agreement.

(2) In the event that an Issuer determines the minimum amount of funds as referred to in paragraph (1), the Issuer is required to disclose:
a. plans for the use of funds in relation to the acquisition of minimum funds; or b. other sources of funds to implement the plan for the use of funds.

(3) An Issuer is prohibited from changing the minimum amount of funds as referred to in paragraph (1) during the stock offering period.

(4) If the minimum amount of funds as referred to in paragraph (1) is not met, the stock offering through Equity Crowdfunding Services is void ab initio.

(5) In the event that the stock offering as referred to in paragraph (2) is void ab initio, the Organizer is required to return the funds along with all benefits arising from such funds while in the escrow account proportionally to Investors no later than 2 (two) working days after the stock offering becomes void ab initio.

Third Section
Offering Period

Article 27
The stock offering period as referred to in Article 25 paragraph (1) is conducted for a maximum of 60 (sixty) days.

Article 28
An Issuer may cancel the stock offering through Equity Crowdfunding Services before the end of the offering period as referred to in Article 27 by paying a penalty amount determined in the Equity Crowdfunding Services organization agreement to Investors and the Organizer.

Fourth Section
Stock Purchases

Article 29
The purchase of stocks by Investors in stock offerings through Equity Crowdfunding Services is conducted by depositing funds into an escrow account according to the Equity Crowdfunding Services organization agreement.

Fifth Section
Delivery of Funds and Stocks

Article 30
(1) The Organizer is required to deliver funds from Investors to the Issuer no later than 21 (twenty-one) working days after the end of the stock offering period as referred to in Article 27.

(2) The net benefits from the placement of funds as referred to in paragraph (1) are returned to Investors proportionally.

(3) The end of the offering period as referred to in paragraph (1) is:
a. a specific date that has been established; or b. a specific date before the date as referred to in letter a but all stocks offered through Equity Crowdfunding Services have been purchased by Investors.

Article 31
(1) The Issuer is required to deliver stocks to the Organizer for distribution to Investors no later than 5 (five) working days after the Issuer receives Investor funds from the Organizer as referred to in Article 30 paragraph (1).

(2) The Organizer is required to distribute stocks to Investors no later than 10 (ten) working days after receiving stocks from the Issuer.

(3) Distribution as referred to in paragraph (2) may be conducted electronically through collective custody at a custodian or physically through the delivery of stock certificates.

Sixth Section
Secondary Market

Article 32
(1) The Organizer may provide a system for Investors to trade stocks of the Issuer that have been sold through the Equity Crowdfunding Services organized by them.

(2) Trading as referred to in paragraph (1) may only be conducted among Investors registered with the Organizer.

(3) The system as referred to in paragraph (1) may:
a. provide fair prices as a reference for sellers and buyers; and b. provide a communication system for Users that can be used as a means of communication among Users to buy or sell stocks.

CHAPTER IV
USERS OF EQUITY CROWDFUNDING SERVICES

First Section
Issuers

Article 33
Issuers must be limited liability companies.

Article 34
(1) Issuers as referred to in Article 33 are not:
a. companies controlled directly or indirectly by a business group or conglomerate; b. public companies or subsidiary public companies; and
c. companies with assets exceeding IDR 10,000,000,000.00 (ten billion rupiah), excluding land and buildings.

(2) The Financial Services Authority may establish limitations as Issuers other than those regulated in paragraph (1).

(3) The establishment of limitations as Issuers as referred to in paragraph (2) is done via a Circular Letter from the Financial Services Authority.

Article 35
(1) Issuers must submit documents and/or information to the Organizer at least regarding:
a. the deed of establishment of the Issuer's legal entity, along with the latest amendments to the articles of association, if there are amendments to the articles of association, which have been approved/approved by the competent authority or reported to the competent authority; b. the amount of funds to be collected in the stock offering and the purpose of using the proceeds from the stock offering through Equity Crowdfunding Services;
c. the minimum amount of funds that must be obtained in the stock offering through Equity Crowdfunding Services, if the Issuer determines the minimum amount of funds that must be obtained;
d. the main risks faced by the Issuer and the risk of possible illiquidity of the offered stocks, if there is a risk of possible illiquidity of the stocks; e. the Issuer's business plan; f. licenses related to the business activities of the Issuer and/or projects to be financed with funds from the stock offering through Equity Crowdfunding Services; g. dividend policy; h. financial reports at a minimum prepared based on accounting standards without public accountability; and
i. the mechanism for determining stock prices.

(2) In the event that the issued stocks are uncertificated stocks, the articles of association as referred to in paragraph (1) letter a must contain provisions regarding collective custody.

Article 36
The time period between the date of the financial report as referred to in Article 35 paragraph (1) letter h and the start date of the stock offering period is a maximum of 6 (six) months.

Article 37
In the event that an Issuer will offer Sharia-compliant securities in the form of stocks through Equity Crowdfunding Services, in addition to the documents and/or information as referred to in Article 35, the Issuer is required to state that:
a. the articles of association, activities, and types of business, as well as the management methods, are based on Sharia principles; and b. it has a Sharia supervisory board.

Second Section
Proof of Stock Ownership

Article 38
(1) In the event that the issued stocks are uncertificated stocks, the Issuer is required to register its stocks at a custodian agreed upon by the Organizer and the Issuer.

(2) Investors who purchase stocks as referred to in paragraph (1) through the Organizer receive proof of ownership in the form of stock ownership records contained in the securities account at the custodian.

(3) The custodian as referred to in paragraph (1) is required to submit stock ownership reports to Investors 1 (one) time every month.

Third Section
Issuer Reports

Article 39
(1) Issuers are required to submit annual reports to the Financial Services Authority and announce them to the public through the Organizer's website and/or the Issuer's website no later than 6 (six) months after the Issuer's fiscal year ends.

(2) In addition to containing information as regulated in laws regarding limited liability companies, the annual reports as referred to in paragraph (1) must contain information regarding the realization of the use of funds from the stock offering through Equity Crowdfunding Services.

(3) Information regarding the realization of the use of funds as referred to in paragraph (2) must be submitted and announced until the funds from the stock offering through Equity Crowdfunding Services have been fully used.

Article 40
Issuers may request the Financial Services Authority to be exempted from the obligation to submit and announce annual reports as referred to in Article 39 paragraph (1) if:
a. the Issuer has announced at least 3 (three) annual reports after the stock offering through Equity Crowdfunding Services and the number of shareholders is not more than 300 (three hundred) parties; b. the Issuer has announced at least 3 (three) annual reports after the stock offering through Equity Crowdfunding Services and total assets are not more than IDR 30,000,000,000.00 (thirty billion rupiah); or
c. all stocks sold through Equity Crowdfunding Services are repurchased by the Issuer or purchased by other parties.

Fourth Section
Register of Shareholders

Article 41
Issuers are required to record Investors' stock ownership in the register of shareholders.

Fifth Section
Investors

Article 42
(1) Investors who can purchase stocks through Equity Crowdfunding Services are parties who have the ability to purchase the Issuer's stocks, have the ability to analyze risks regarding the Issuer's stocks, and meet the Investor criteria as regulated in this Financial Services Authority Regulation.

(2) The Investor criteria as referred to in paragraph (1) include:
a. every Investor with income up to IDR 500,000,000.00 (five hundred million rupiah) per year, may purchase stocks through Equity Crowdfunding Services at most 5% (five percent) of their annual income; and b. every Investor with income exceeding IDR 500,000,000.00 (five hundred million rupiah) per year, may purchase stocks through Equity Crowdfunding Services at most 10% (ten percent) of their annual income.

(3) The Investor criteria and limitations on stock purchases by Investors as referred to in paragraph (2) do not apply in the event that the Investor is:
a. a legal entity; and b. a party who has investment experience in the Capital Market proven by owning a securities account for at least 2 (two) years before the stock offering.

Article 43
(1) Investors may cancel their plan to purchase stocks through Equity Crowdfunding Services no later than within 48 (forty-eight) hours after making the stock purchase as referred to in Article 29.

(2) In the event that an Investor cancels their plan to purchase stocks as referred to in paragraph (1), the Organizer is required to return the funds to the Investor no later than 2 (two) working days after the Investor's order cancellation.

CHAPTER V
EQUITY CROWDFUNDING SERVICES AGREEMENT

First Section
Equity Crowdfunding Services Organization Agreement between Organizer and Issuer

Article 44
(1) The Equity Crowdfunding Services organization agreement between the Organizer and the Issuer is stipulated in a deed.

(2) The deed as referred to in paragraph (1) may be a notarial deed.

(3) The deed as referred to in paragraph (1) may take the form of an Electronic Document.

(4) The agreement as referred to in paragraph (1) must at least contain:
a. agreement number; b. agreement date;
c. identity of the parties;
d. provisions regarding the rights and obligations of the parties; e. duration or termination of the agreement; f. the amount of funds to be collected and stocks to be offered; g. the minimum amount of funds, if determining the minimum amount of funds that must be obtained; h. the amount of commissions and fees;
i. provisions regarding penalties, if there are provisions regarding penalties;
j. dispute resolution mechanisms; and k. resolution mechanisms in the event that the Organizer cannot continue operational activities.

Second Section
Equity Crowdfunding Services Organization Agreement between Organizer and Investor

Article 45
(1) The Equity Crowdfunding Services organization agreement between the Organizer and the Investor is stipulated in the form of a standard agreement.

(2) The binding nature of the agreement as referred to in paragraph (1) occurs when the Investor states electronic approval of the content of the agreement regarding Equity Crowdfunding Services.

(3) The agreement as referred to in paragraph (1) may contain provisions regarding the granting of authority to the Organizer to represent the Investor as a shareholder of the Issuer, including in the Issuer's general meeting of shareholders and signing deeds and other related documents.

CHAPTER VI
RISK MITIGATION

Article 46
Organizers and Users are required to perform risk mitigation.

Article 47
(1) Organizers may cooperate and exchange data with information technology-based support service organizers in order to improve the quality of Equity Crowdfunding Services.

(2) Cooperation and data exchange as referred to in paragraph (1) must be conducted while considering the confidentiality of data to be provided to information technology-based support service organizers.

Article 48
(1) Organizers are required to use escrow accounts at banks used to receive funds from stock offerings through Equity Crowdfunding Services.

(2) Organizers are required to provide payment methods through banks that are unique for each Investor who purchases stocks through Equity Crowdfunding Services.

CHAPTER VII
GOVERNANCE OF INFORMATION TECHNOLOGY SYSTEMS FOR THE PROVISION OF EQUITY CROWDFUNDING SERVICES

First Section
Data Centers and Disaster Recovery Centers

Article 49
(1) Organizers are required to use data centers and disaster recovery centers.

(2) Data centers and disaster recovery centers as referred to in paragraph (1) must be located in Indonesia.

(3) Organizers must meet minimum standards for Information Technology systems, Information Technology security, system disruptions and failures, and Information Technology system outsourcing.

Second Section
Data Confidentiality

Article 50
Organizers are required to:
a. maintain the confidentiality, integrity, and availability of personal data, transaction data, and financial data managed by the Organizer from the time the data is obtained until the data is destroyed; b. ensure the availability of authentication, verification, and validation processes that support non-repudiation in accessing, processing, and executing personal data, transaction data, and financial data managed by the Organizer;
c. guarantee that the acquisition, use, utilization, and disclosure of personal data, transaction data, and financial data obtained by the Organizer are based on the consent of the owners of the personal data, transaction data, and financial data, unless otherwise determined by laws and regulations;
d. provide other communication media besides the Equity Crowdfunding Electronic System to ensure the continuity of services for Investors, which may include electronic mail, call centers, or other communication media; and e. notify in writing the owners of personal data, transaction data, and financial data, if there is a failure in protecting the confidentiality of personal data, transaction data, and financial data managed by the Organizer.

Third Section
Audit Trails

Article 51
(1) Organizers are required to provide audit trails for all their activities within the Equity Crowdfunding Electronic System.

(2) Organizers are required to ensure that the Information Technology system devices used support the provision of audit trails.

(3) Audit trails as referred to in paragraph (1) are used for supervision, law enforcement, dispute resolution, verification, testing, and other examinations.

Fourth Section
Security Systems

Article 52
(1) Organizers are required to provide secure and reliable Information Technology systems.

(2) In providing secure and reliable Information Technology systems as referred to in paragraph (1), Organizers are required to:
a. secure Information Technology system components by having and executing procedures and means for securing Equity Crowdfunding Services to avoid disruptions, failures, and losses; b. provide security systems covering procedures, prevention systems, and handling against threats and attacks that cause disruptions, failures, and losses;
c. participate in the management of Information Technology security gaps to support information security within the information technology-based financial services industry; and
d. display Electronic Documents completely according to the format and retention period established in accordance with laws and regulations.

CHAPTER VIII
EDUCATION AND PROTECTION OF EQUITY CROWDFUNDING SERVICE USERS

Article 53
Organizers are required to apply basic protection principles for Users, namely:
a. transparency; b. fair treatment;
c. reliability;
d. confidentiality and data security; and e. simple, fast, and affordable User dispute resolution.

Article 54
(1) Organizers are required to provide and/or convey current information regarding Equity Crowdfunding Services that is accurate, honest, clear, and not misleading.

(2) Information as referred to in paragraph (1) is placed on the Organizer's website.

Article 55
(1) Organizers are required to convey information to Users regarding the acceptance, postponement, or rejection of Equity Crowdfunding Services applications.

(2) In the event that the Organizer conveys information regarding the postponement or rejection of Equity Crowdfunding Services applications as referred to in paragraph (1), the Organizer is required to convey the reasons for the postponement or rejection.

Article 56
(1) Organizers must use simple terms, phrases, and/or sentences in the Indonesian language that are easy to read and understand by Users in every Electronic Document.

(2) The Indonesian language in documents as referred to in paragraph (1) may be paired with other languages.

(3) In the event that there are differences in interpretation and/or information presented in other languages compared to that presented in the Indonesian language as referred to in paragraph (2), the interpretation and/or information used as the reference is the interpretation and/or information in the Indonesian language.

Article 57
Organizers must support the implementation of activities aimed at increasing financial literacy and inclusion.

Article 58
Organizers are required to include and/or mention in every offering or promotion of services consisting of:
a. the name and/or logo of the Organizer; and b. a statement that the Organizer is registered and supervised by the Financial Services Authority.

Article 59
(1) In the event that Organizers use standard agreements, such standard agreements must be drafted in accordance with laws and regulations.

(2) Standard agreements as referred to in paragraph (1) are prohibited:
a. from stating the transfer of the Organizer's responsibilities or obligations to Users; and b. from stating that Users are subject to new, additional, continuing, and/or changes made unilaterally by the Organizer during the period of Users' use of Equity Crowdfunding Services.

Article 60
Organizers are required to be responsible for losses suffered by Users arising from errors and/or negligence by the Board of Directors, employees, and/or other parties working for the Organizer.

Article 61
Organizers are required to include standard operating procedures regarding services to Users on the Organizer's website.

Article 62
(1) Organizers are prohibited, in any way, from providing data and/or information regarding Users and/or prospective Users to third parties.

(2) The prohibition as referred to in paragraph (1) is excepted in the event that:
a. Users and/or prospective Users provide consent; and/or b. it is mandated by laws and regulations.

(3) Organizers are prohibited from establishing User and/or prospective User consent as referred to in paragraph (2) letter a as a requirement for using Equity Crowdfunding Services.

(4) Users and/or prospective Users may cancel or change part of the consent as referred to in paragraph (2) letter a.

(5) The cancellation or partial change of consent regarding the disclosure of data and/or information as referred to in paragraph (4) is conducted electronically by Users and/or prospective Users in the form of Electronic Documents.

Article 63
Organizers are required to report every User complaint along with the follow-up resolution of said complaints to the Financial Services Authority.

CHAPTER IX
ELECTRONIC SIGNATURES

Article 64
User agreements in agreements as referred to in Article 44 and Article 45 may be conducted in the form of electronic signatures or other forms accessible to Users through the Organizer's Electronic System.

CHAPTER X
KNOW YOUR CUSTOMER PRINCIPLES

Article 65
Organizers are required to implement anti-money laundering and counter-terrorism financing programs in the financial services sector for Users in accordance with laws and regulations regarding the implementation of anti-money laundering and counter-terrorism financing programs.

CHAPTER XI
SANCTION PROVISIONS

Article 66
(1) Every party that violates the provisions as referred to in Article 7, Article 13, Article 15 paragraph (1),

Article 15 paragraph (2), Article 16 paragraph (1), Article 16 paragraph (2),
Article 18, Article 19 paragraph (1), Article 20 paragraph (1),
Article 20
paragraph (2), Article 21 paragraph (1), Article 21 paragraph (2), Article 23,
Article 26 paragraph (2), Article 26 paragraph (5), Article 30 paragraph (1),
Article 31 paragraph (1), Article 31 paragraph (2), Article 35 paragraph (2),
Article 37, Article 38 paragraph (1), Article 38 paragraph (3), Article 39,
Article 41, Article 43 paragraph (2), Article 46, Article 47 paragraph (2),
Article 48, Article 49, Article 50, Article 51 paragraph (1), Article 51
paragraph (2),
Article 52 paragraph (1), Article 52 paragraph (2),
Article 53, Article 54 paragraph (1), Article 55, Article 58, Article 59
paragraph (1), Article 60, Article 61, Article 63, Article 65, Article 69, and Article 70, are subject to administrative sanctions.
(2) Sanctions as referred to in paragraph (1) are also imposed on parties who cause the occurrence of violations as referred to in paragraph (1). (3) Sanctions as referred to in paragraph (1) and paragraph (2) are imposed by the Financial Services Authority. (4) Administrative sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fines, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration. (5) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with applicable legislation. (6) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, or g may be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (4) letter a.

(7) Administrative sanctions in the form of fines as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, or g.
Article 67
In addition to administrative sanctions as referred to in Article 66 paragraph (4), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.
Article 68
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 66 paragraph (4) and specific actions as referred to in Article 67 to the public.
CHAPTER XII
OTHER PROVISIONS
Article 69
Organizers are required to register as members of an association recognized by the Financial Services Authority.
CHAPTER XIII
TRANSITIONAL PROVISIONS
Article 70
Organizers who have conducted Equity Crowdfunding Services activities prior to the implementation of this Financial Services Authority Regulation are required to submit a licensing application to the Financial Services Authority no later than 6 (six) months after this Financial Services Authority Regulation takes effect.

Article 71
Organizers who have conducted Equity Crowdfunding Services activities prior to the promulgation of this Financial Services Authority Regulation are prohibited from making new contracts with Issuers unless the Organizers have obtained a license from the Financial Services Authority.
CHAPTER XIV
CLOSING PROVISIONS
Article 72
The provisions on the implementation of anti-money laundering and counter-terrorism financing programs in the financial services sector as referred to in Article 65 shall take effect after 4 (four) years calculated from the date this Financial Services Authority Regulation is promulgated.
Article 73
This Financial Services Authority Regulation takes effect on the date of promulgation.

This copy is consistent with the original
Director of Law 1
Legal Department signed
Yuliana
To ensure everyone knows, ordering the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia. Established in Jakarta on December 31, 2018 CHAIRMAN OF THE COMMISSIONERS BOARD FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA, signed WIMBOH SANTOSO Promulgated in Jakarta on December 31, 2018 MINISTER OF LAW AND HUMAN RIGHTS REPUBLIC OF INDONESIA, signed YASONNA H. LAOLY STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2018 NUMBER 262

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 37 /POJK.04/2018
ON
EQUITY CROWDFUNDING SERVICES THROUGH INFORMATION TECHNOLOGY-BASED SHARE OFFERINGS (EQUITY CROWDFUNDING)
I. GENERAL
Economic growth in a country is inseparable from the growth of the financial sector. The financial sector becomes the locomotive for the growth of other sectors through capital accumulation and technological innovation. More precisely, the financial sector is able to mobilize the distribution of funds. The financial sector provides funds for parties in need, through various financial instruments. This will add investment and ultimately accelerate economic growth. Along with technological advancements, the development of financial services has become increasingly complex. On one hand, technology makes it easier for the public to access financial products (inclusive), but on the other hand, technology can also make financial products more biased and complex in regulation and supervision. In the financial services industry, one of the technological innovations that can be used by the public is Equity Crowdfunding Services through information technology-based share offerings, or more commonly known as Equity Crowdfunding Services. In some countries, this practice of Equity Crowdfunding Services has been carried out and has a legal basis.

To date, there have been no laws and regulations governing Equity Crowdfunding Services through information technology-based share offerings. This condition can pose risks, both for Organizers and Users, namely parties in need of funds, in this case Share Issuers, and parties providing funds, in this case Investors. Based on these considerations, the business activities of Equity Crowdfunding Services through information technology-based share offerings need to be regulated and supervised in order to provide legal certainty and protection for parties involved in Equity Crowdfunding Services through information technology-based share offerings. With the existence of legal certainty and protection for these parties, it is hoped that it can provide room for growth for startup companies to obtain funding access in the Capital Market as well as increase financial inclusion in Indonesia, particularly in the Capital Market. The Financial Services Authority, as the authority that supervises activities in the financial services sector, applies a market conduct-based supervision approach to Equity Crowdfunding activities. With this approach, the Financial Services Authority encourages the implementation of information openness by Issuers, the formation of credible Organizers, and the establishment of a safe and reliable Information Technology system in Equity Crowdfunding activities.
II. ARTICLE BY ARTICLE
Article 1
It is clear enough.
Article 2
It is clear enough.
Article 3
It is clear enough.

Article 4
It is clear enough.
Article 5
It is clear enough.
Article 6
Letter a
It is clear enough.
Letter b
The paid-up capital limit applies to Issuers whether conducted through Equity Crowdfunding Services or without through Equity Crowdfunding Services.
Article 7
It is clear enough.
Article 8
It is clear enough.
Article 9
Paragraph (1)
It is clear enough.
Paragraph (2)
Information Technology-based financial services organizers include, among others, information technology-based financial services organizers in the fields of payment systems, insurance, and microfinance institutions.
Article 10
It is clear enough.
Article 11
It is clear enough.

Article 12
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "own capital" is principal savings, mandatory savings, reserve funds, and grants as referred to in Law Number 25 of 1992 concerning Cooperatives.
Article 13
Paragraph (1)
Letter a
What is meant by "expertise and/or background in the field of Information Technology" includes application development and maintenance, as well as database security. Letter b What is meant by "having the expertise to conduct a review of the Issuer" includes, among others:

having expertise in the field of law to conduct a review of the legality of the Issuer; and
having expertise in the field of accounting to conduct a review of the Issuer's financial reports.
Paragraph (2)
The implementation of education and training activities supporting the development of Equity Crowdfunding Services can be conducted, among others, through private education centers or at the OJK Digital Financial Technology Innovation Centre (OJK Innovation Centre for Digital Financial Technology).
Article 14
Paragraph (1)
Letter a
It is clear enough.

Letter b
Number 1
It is clear enough.
Number 2
It is clear enough.
Number 3
It is clear enough.
Number 4
What is meant by "local government" is Provincial Local Government or Regency/City Local Government.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.
Letter g
It is clear enough.
Letter h
It is clear enough.
Letter i
It is clear enough.
Letter j
It is clear enough.
Letter k
It is clear enough.
Letter l
The expertise and/or background in the field of Information Technology referred to is evidenced, among others, by having an expertise certificate or a letter of work experience of at least 1 (one) year in the field of Information Technology.

Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Article 15
Paragraph (1)
What is meant by "change of ownership" is a change of ownership that results in a change of control.
Paragraph (2)
It is clear enough.
Article 16
Paragraph (1)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
The implementation of education programs for Users can be conducted through the Organizer's website.
Letter g
It is clear enough.
Letter h
It is clear enough.
Letter i
It is clear enough.

Letter j
It is clear enough.
Letter k
It is clear enough.
Letter l
It is clear enough.
Letter m
It is clear enough.
Letter n
It is clear enough.
Letter o
It is clear enough.
Letter p
It is clear enough
Paragraph (2)
It is clear enough.
Article 17
Letter a
It is clear enough.
Letter b
What is meant by "affiliation" is:
a. family relationship due to marriage and descent up to the second degree, both horizontally and vertically; b. relationship between a party and employees, members of the Board of Directors, or members of the Board of Commissioners of that party;
c. relationship between 2 (two) companies where there is one or more members of the Board of Directors or Board of Commissioners that are the same;
d. relationship between a company and a party, directly or indirectly, controlling or controlled by that company;

e. relationship between 2 (two) companies controlled, directly or indirectly, by the same party; or f. relationship between a company and major shareholders. Letter c It is clear enough. Letter d It is clear enough. Letter e It is clear enough. Letter f It is clear enough. Letter g It is clear enough. Letter h It is clear enough. Letter i What is meant by "personal communication means" is a personal communication device not in the name of the Organizer for the benefit of the Organizer. Letter j It is clear enough.
Article 18
It is clear enough.
Article 19
It is clear enough.
Article 20
Paragraph (1)
It is clear enough.

Paragraph (2)
Letter a
Financial reports are prepared based on generally accepted accounting principles.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Article 21
It is clear enough.
Article 22
It is clear enough.
Article 23
It is clear enough.
Article 24
It is clear enough.
Article 25
It is clear enough.
Article 26
It is clear enough.

Article 27
It is clear enough.
Article 28
It is clear enough.
Article 29
It is clear enough.
Article 30
It is clear enough.
Article 31
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
In the distribution of shares electronically through collective custody at a custodian, the Issuer is required to first enter into an agreement with the Settlement and Custody Institution and the Investor must have a Securities account at the custodian. What is meant by "custodian" is a party that provides securities custody services and other assets related to Securities and other services, including receiving dividends, interest, and other rights, settling Securities transactions, and representing account holders who are its clients.
Article 32
It is clear enough.
Article 33
It is clear enough.

Article 34
Paragraph (1)
It is clear enough.
Paragraph (2)
The determination referred to is made in the event that changes to the limits as an Issuer are needed at a later time.
Paragraph (3)
It is clear enough.
Article 35
It is clear enough.
Article 36
It is clear enough.
Article 37
It is clear enough.
Article 38
It is clear enough.
Article 39
It is clear enough.
Article 40
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
Examples of purchases by other parties include strategic investors who will buy all shares of the Issuer.
Article 41
It is clear enough.

Article 42
It is clear enough.
Article 43
It is clear enough.
Article 44
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.
Letter g
It is clear enough.
Letter h
It is clear enough.
Letter i
It is clear enough.

Letter j
What is meant by "dispute resolution mechanism" is a dispute resolution mechanism either through court or through internal dispute resolution and external dispute resolution. Letter k It is clear enough.
Article 45
It is clear enough.
Article 46
What is meant by "risk mitigation" is mitigation of all risks present in Equity Crowdfunding Services, including business risk, investment loss risk, liquidity shortage risk, dividend distribution scarcity risk, and share ownership dilution risk.
Article 47
What is meant by "information technology-based support service organizer" is a party that supports the implementation of Equity Crowdfunding Services. Examples of information technology-based support services include big data analytics, aggregators, robo advisors, or blockchain. What is meant by "big data analytics" is an information technology-based analysis service against a large and diverse set of data, covering various types such as structured/unstructured data, streaming/batch, in various data size magnitudes to uncover unknown patterns, relationships, market trends, consumer preferences, and business information that can generate more effective marketing processes, new profit opportunities, better consumer services, increased operational activity efficiency, increased competitiveness, and other benefits. What is meant by "Aggregator" is an information technology-based service that connects systems from various online sources to collect and provide information that has added value to consumers so they can choose products or services according to their preferences. What is meant by "robo advisor" is an information technology-based investment management service that provides automatic portfolio management services based on algorithms to help investors manage finances and investments without involving human investment managers. What is meant by "Blockchain" is an information technology-based financial transaction ledger service that records and stores transaction evidence data or distributed ledgers through computer networks both private and public.
Article 48
Paragraph (1)
The purpose of the obligation to use an escrow account in the implementation of Equity Crowdfunding Services activities is to fulfill provisions prohibiting Organizers from raising public funds through the Organizer's account. Paragraph (2) The payment method through a unique bank is intended to identify Investors who make payments for the purchase of shares through Equity Crowdfunding Services. The payment method through a unique bank, among others, provides virtual accounts for each Investor.
Article 49
Paragraph (1)
What is meant by "using data centers and disaster recovery centers" can be done by cooperating with other parties.
Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.
Article 50
It is clear enough.
Article 51
It is clear enough.
Article 52
It is clear enough.
Article 53
It is clear enough.
Article 54
It is clear enough.
Article 55
Reasons for postponement or rejection include, among others, based on review by the Organizer, finding inconsistencies between the User's needs and capabilities and the services offered to the User.
Article 56
Paragraph (1)
What is meant by "easy to read and understand" includes the use of letters, writing, symbols, diagrams, signs, terms, phrases, and/or sentences that can provide ease, clarity, and understanding for Users. The obligation to use terms, phrases, and/or sentences that are simple in Indonesian that are easy to read and understand is carried out for documents that:
a. contain the rights and obligations of Users;

b. can be used by Users to make decisions; and
c. contain requirements and can legally bind Users.
Paragraph (2)
Other languages include regional languages or foreign languages that are easily understood by consumers.
Paragraph (3)
It is clear enough.
Article 57
What is meant by "supporting the implementation of activities aimed at increasing financial literacy and inclusion" is participating in activities that increase financial literacy and inclusion, either directly or indirectly.
Article 58
Letter a
It is clear enough.
Letter b
What is meant by "registered" is obtaining a business license, approval, registration, ratification, or effective statement from the Financial Services Authority.
Article 59
Paragraph (1)
What is meant by "standard agreement" is a written agreement established unilaterally by the Organizer and containing standard clauses regarding content, form, and/or method of creation, and is used to offer services to Users on a mass basis.

Paragraph (2)
Letter a
Examples of prohibited statements include the use of standard clauses stating that the service used by the User is not the responsibility of the Organizer if there are problems. Letter b Examples of prohibited statements include the use of standard clauses stating that "Users of Equity Crowdfunding Services are subject to the terms and conditions applicable to the Organizer along with all changes becoming an inseparable part of this application form.". Based on the principle of reasonableness, parties are bound by the terms of the agreement that should have been known beforehand. Parties cannot possibly know and understand terms that do not yet exist.
Article 60
What is meant by "error and/or negligence" is error and/or negligence in carrying out the Organizer's business activities, whether carried out by the Board of Directors, employees, and/or other parties working for the Organizer.
Article 61
What is meant by "standard operating procedures" includes, among others, regarding the submission and resolution of complaints.
Standard operating procedures for service and complaint resolution contain the mechanism for implementing service and complaint resolution that is communicated to Users. The service and complaint resolution mechanism also includes dispute resolution between Users and Organizers related to the implementation of the rights and obligations of the parties that occur after the User's complaint is received. The service and complaint resolution mechanism is carried out by prioritizing the "interactive" principle, namely in resolving service and resolution for Users actively and informatively.
Article 62
What is meant by "prospective User" is an Investor or Issuer who cancels the use of Equity Crowdfunding Services.
Article 63
Reporting is done in the form of written reports and/or through an integrated system mechanism provided by the Financial Services Authority.
Article 64
What is meant by "other forms" includes, among others, by selecting features available in the Organizer's Electronic System.
Article 65
It is clear enough.
Article 66
It is clear enough.
Article 67
It is clear enough.
Article 68
It is clear enough.
Article 69
It is clear enough.
Article 70
It is clear enough.

Article 71
It is clear enough.
Article 72
It is clear enough.
Article 73
It is clear enough.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6288

APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 37 /POJK.04/2018
ON
EQUITY CROWDFUNDING SERVICES THROUGH INFORMATION TECHNOLOGY-BASED SHARE OFFERINGS (EQUITY CROWDFUNDING) ORGANIZER LICENSING APPLICATION FORM Number : ....., ................ 20... Attachment :
Subject : Organizer Licensing Application for Equity Crowdfunding Services To The Head of the Executive Supervisor of the Capital Market in Jakarta Referring to Financial Services Authority Regulation Number ... /POJK.04/2018 on Equity Crowdfunding Services Through Information Technology-Based Share Offerings (Equity Crowdfunding), we hereby submit an application to obtain a business license as an Organizer:
Applicant Name : ....................................................
Applicant Position : ....................................................
Applicant Address : ....................................................
City .....
Province .....
Postal Code .....
Applicant Telephone Number : ....................................................
Applicant Mobile Number
: ....................................................
Applicant Email : ....................................................
Company Name : PT/Cooperative*)/.....
Company Address : ....................................................
City .....
Province .....
Postal Code .....
Company Telephone/Fax Number : ....................................................
Company Website
Address
: ....................................................
Company Email : ....................................................

To complete the aforementioned application, we hereby submit the following documents:
a. deed of establishment of the legal entity including the articles of association along with any amendments, if there are amendments to the articles of association, which have been ratified/approved by the competent authority or notified to the competent authority, which at least contain:

name and domicile;
financial services business activities covering information technology-based share offerings;
capital;
ownership;
authority, responsibility, and term of office of the Board of Directors and Board of Commissioners or management and supervisors; and
the latest amendment to the articles of association, if there are amendments to the articles of association, accompanied by proof of ratification, approval, and/or letter of receipt of notification from the competent authority;
b. shareholder data, if the Organizer is a limited liability company:
in the event that shareholders are individuals,
accompanied by:
a) photocopy of valid identification card or passport for foreign citizens; b) photocopy of tax identification number; c) curriculum vitae completed with a recent 4 x 6 cm color photo; and d) stamped statement letter stating:

capital deposits to the Organizer do not come from loans;
not recorded in the list of bad debts managed by the Financial Services Authority;
never convicted for committing criminal offenses in the field of financial services business and/or economy based on a court decision that has had permanent legal force in the last 5 (five) years;
never convicted for committing criminal offenses based on a court decision that has had permanent legal force in the last 5 (five) years;
never declared bankrupt or guilty causing a company/enterprise to be declared bankrupt based on a court decision that has had permanent legal force in the last 5 (five) years; and
never been a controlling shareholder, member of the Board of Directors, or member of the Board of Commissioners, in a financial services company whose business license was revoked due to violations in the last 5 (five) years;

in the event that shareholders are legal entities, accompanied
by:

a) articles of establishment of the legal entity including the latest articles of association, if there are changes to the articles of association, accompanied by proof of approval, consent, or recording from the competent authority; and b) a statement letter from the Board of Directors or equivalent stating that:

capital deposits to the Organizer do not originate from loans; and
are not recorded in the bad debt list organized by the Financial Services Authority;

for the Central Government, accompanied by a government regulation regarding state capital participation for the establishment of a company; and
for Local Governments, accompanied by a regional regulation regarding regional capital participation for the establishment of a company;
c. data of the Board of Directors and Board of Commissioners:
photocopy of valid identity cards such as resident identity cards or passports for foreign citizens;
photocopy of Limited Stay Permit Cards or Permanent Stay Permit Cards for foreign citizens;
curriculum vitae list completed with the latest 4x6 cm color photos;
photocopy of tax identification numbers; and
stamped statement letter from each member of the Board of Directors, and members of the Board of Commissioners stating:
a) are not recorded in the bad debt list organized by the Financial Services Authority; b) have never been sentenced for committing criminal offenses in the field of financial services and/or the economy based on a court decision that has had permanent legal force in the last 5 (five) years; c) have never been sentenced for committing criminal acts based on a court decision that has had permanent legal force in the last 5 (five) years; d) have never been declared bankrupt or declared guilty causing a business entity to be declared bankrupt based on a court decision that has had permanent legal force in the last 5 (five) years; and e) have never been a shareholder, member of the Board of Directors, or member of the Board of Commissioners in a financial services company whose business license was revoked due to violations in the last 5 (five) years; d. photocopy of proof of registration as an electronic system organizer at the Ministry of Communication and Information of the Republic of Indonesia; e. organizational structure of the Organizer; f. guidelines/standard operating procedures related to the implementation of anti-money laundering and counter-terrorism financing programs;

g. work plan for the first (1) year which at least contains:

an overview of the business activities to be carried out;
targets and steps taken to achieve the aforementioned targets; and
financial report projections for the next 1 (one) year;
h. proof of readiness of the Electronic System used by the Organizer and operational activity data;
i. proof of operational readiness including:
proof of ownership or control of office buildings and rooms or service units, in the form of photocopies of ownership certificates, building use rights, use rights, or lease agreements for buildings/rooms; and
list of office inventory and equipment;
j. standard operating procedures regarding services to Users; k. photocopy of the tax identification number in the name of the Organizer; and
l. proof of expertise as referred to in Article 10 paragraph (1) letters a and b.
This is our application and for your attention, Sir/Madam, we express our gratitude.
Sincerely,
Director/Manager
PT/Cooperative*)/...............
Stamp
Rp.6,000,-
.................................................
*) Delete what is not necessary
)Specify

CURRICULUM VITAE
Personal Data
Name : .........................................................................
Place/Date of Birth : .........................................................................
Gender : .........................................................................
Religion : .........................................................................
Nationality : .........................................................................
Full Address : .........................................................................
City .....
Province .....
Postal Code .....
Telephone Number : .........................................................................
Mobile Phone Number : .........................................................................
Individual Licenses held
: 1) .....................................................................
2) .....................................................................
Educational History

Formal
Education Level
Major/Specialization
Name/Place
Year of Graduation
Non-Formal (Certified)
Course/Seminar Organizer Year
Professional Education (Profession)
Certification Organizer Year Graduated

Educational History
Name
Company
Position Description
Main Duties
Date
Start Work
Date
Stop Work
Reason for Leaving
.....,............ 20.....
Applicant
Stamp
Rp.6,000,-
................................................

PROOF OF OPERATIONAL READINESS REPORT FOR BUSINESS ACTIVITIES To The Head of the Capital Market Supervisory Executive in Jakarta Referring to Financial Services Authority Regulation Number ... /POJK.04/2018 regarding Equity Crowdfunding Services Through Information Technology-Based Stock Offerings (Equity Crowdfunding), we hereby report that PT/Cooperative *)/) ...... has commenced Equity Crowdfunding Services activities on date ..... as part of the reporting completeness, we hereby submit:

documents related to the Electronic System used by the Organizer; and
operational activity data.
This report is submitted and for your attention, Sir/Madam*), we express our gratitude.
Sincerely,
Director/Manager
PT/Cooperative*)/...............
Stamp
Rp.6,000,-
.................................................
*) Delete what is not necessary
)Specify

STATEMENT LETTER
PLAN FOR RESOLUTION REGARDING USER RIGHTS AND OBLIGATIONS To The Head of the Capital Market Supervisory Executive in Jakarta I, the undersigned below:
Name : .....................................................................
Position : .....................................................................
Full Address : .....................................................................
City .....
Province .....
Postal Code .....
Company Name : .....................................................................
Company Address : .....................................................................
Company Website
Address
: .....................................................................
hereby state truthfully that I am willing to execute the resolution of User rights and obligations in the event that the Organizer cannot continue the operational activities of the Electronic System for Equity Crowdfunding Services. This statement letter is made truthfully so that it can be used as appropriate. Sincerely, Director/Manager
PT/Cooperative*)/...............
Stamp
Rp.6,000,-
.................................................
*) Delete what is not necessary
)Specify

LETTER OF APPLICATION FOR RETURN OF LICENSE AS AN ORGANIZER OF EQUITY CROWDFUNDING SERVICES (EQUITY CROWDFUNDING) To The Head of the Capital Market Supervisory Executive in Jakarta I, the undersigned below:
Name : .....................................................................
Position : .....................................................................
Full Address : .....................................................................
City .....
Province .....
Postal Code .....
Company Name : .....................................................................
Company Address : .....................................................................
Company Website
Address
: .....................................................................
hereby return the business license as an Organizer of Equity Crowdfunding Services due to not continuing the operational activities of the Electronic System for Equity Crowdfunding Services. Attached to this letter, we submit:
a. reasons for returning the license and plans for resolving User rights and obligations; and b. statement letter regarding the plan for resolution related to User rights and obligations. This application letter is made and for your attention, Sir/Madam*), we express our gratitude. Sincerely, Director/Manager
PT/Cooperative*)/...............
Stamp
Rp.6,000,-
.................................................
*) Delete what is not necessary
)Specify

STATEMENT LETTER OF INDIVIDUAL SHAREHOLDERS
To
The Head of the Capital Market Supervisory Executive in Jakarta I, the undersigned below:
Name : .....................................................................
Occupation : .....................................................................
Full Address : .....................................................................
City .....
Province .....
Postal Code .....
Company Name : .....................................................................
Company Address : .....................................................................
Company Website
Address
: .....................................................................
hereby state truthfully that:

capital deposits to the Organizer do not originate from financial crime proceeds;
are not recorded in the bad debt list organized by the Financial Services Authority;
have never been sentenced for committing criminal offenses in the field of financial services and/or the economy based on a court decision that has had permanent legal force in the last 5 (five) years;
have never been sentenced for committing criminal acts based on a court decision that has had permanent legal force in the last 5 (five) years;
have never been declared bankrupt or declared guilty causing a corporation/company to be declared bankrupt based on a court decision that has had permanent legal force in the last 5 (five) years; and
have never been a controlling shareholder, member of the Board of Directors, or member of the Board of Commissioners, in a financial services company whose business license was revoked due to violations in the last 5 (five) years.
This statement letter is made truthfully so that it can be used as appropriate.
.....,............ 20.....
Stamp
Rp.6,000,-
................................................

STATEMENT LETTER OF LEGAL ENTITY SHAREHOLDERS
To
The Head of the Capital Market Supervisory Executive in Jakarta I, the undersigned below:
Name : .....................................................................
Position : .....................................................................
Full Address : .....................................................................
City .....
Province .....
Postal Code .....
Company Name : .....................................................................
Company Address : .....................................................................
Company Website
Address
: .....................................................................
hereby state truthfully that:

capital deposits to the Organizer do not originate from loans; and
are not recorded in the bad debt list organized by the Financial Services Authority.
This statement letter is made truthfully so that it can be used as appropriate.
Sincerely,
Director/Manager
PT/Cooperative*)/...............
Stamp
Rp.6,000,-
.................................................
*) Delete what is not necessary
)Specify

STATEMENT LETTER OF BOARD OF DIRECTORS MEMBERS To The Head of the Capital Market Supervisory Executive in Jakarta I, the undersigned below:
Name : .....................................................................
Position : .....................................................................
Full Address : .....................................................................
City .....
Province .....
Postal Code .....
Company Name : .....................................................................
Company Address : .....................................................................
Company Website
Address
: .....................................................................
hereby state truthfully that I:

am not recorded in the bad debt list organized by the Financial Services Authority;
have never been sentenced for committing criminal offenses in the field of financial services and/or the economy based on a court decision that has had permanent legal force in the last 5 (five) years;
have never been sentenced for committing criminal acts based on a court decision that has had permanent legal force in the last 5 (five) years;
have never been declared bankrupt or declared guilty causing a business entity to be declared bankrupt based on a court decision that has had permanent legal force in the last 5 (five) years; and
have never been a shareholder, member of the Board of Directors, or member of the Board of Commissioners in a financial services company whose business license was revoked due to violations in the last 5 (five) years.
This statement letter is made truthfully so that it can be used as appropriate.
Sincerely,
Director/Manager
PT/Cooperative*)/)...........
Stamp
Rp.6,000,-
.................................................
*) Delete what is not necessary
)Specify

STATEMENT LETTER OF BOARD OF COMMISSIONERS MEMBERS To The Head of the Capital Market Supervisory Executive in Jakarta I, the undersigned below:
Name : .....................................................................
Position : .....................................................................
Full Address : .....................................................................
City .....
Province .....
Postal Code .....
Company Name : .....................................................................
Company Address : .....................................................................
Company Website
Address
: .....................................................................
hereby state truthfully that I:

am not recorded in the bad debt list organized by the Financial Services Authority;
have never been sentenced for committing criminal offenses in the field of financial services and/or the economy based on a court decision that has had permanent legal force in the last 5 (five) years;
have never been sentenced for committing criminal acts based on a court decision that has had permanent legal force in the last 5 (five) years;
have never been declared bankrupt or declared guilty causing a business entity to be declared bankrupt based on a court decision that has had permanent legal force in the last 5 (five) years; and
have never been a shareholder, member of the Board of Directors, or member of the Board of Commissioners in a financial services company whose business license was revoked due to violations in the last 5 (five) years.
This statement letter is made truthfully so that it can be used as appropriate. This statement letter is made by me truthfully so that it can be used as appropriate. Sincerely, Member of the Board of Commissioners
PT/Cooperative*)/)...........
Stamp
Rp.6,000,-
.................................................
*) Delete what is not necessary
)Specify

This copy is consistent with the original
Legal Director 1
Legal Department signed
Yuliana
COVER LETTER FOR MID-YEAR REPORT/ANNUAL REPORT *) Number : ....., ................ 20...
Attachment :
Subject : Submission of Mid-Year Report/Annual Report ) ....... ( )Name of Organizer) To The Head of the Capital Market Supervisory Executive in Jakarta Referring to Financial Services Authority Regulation Number ... /POJK.04/2018 regarding Equity Crowdfunding Services Through Information Technology-Based Stock Offerings (Equity Crowdfunding), we hereby submit the Monthly Report/Annual Report ) from:
Organizer Name : ....................................................
Organizer Address : ....................................................
City .....
Province .....
Postal Code .....
Organizer Telephone/Fax Number : ....................................................
Organizer Website Address : ....................................................
Organizer Email : ....................................................
This is it, for your attention, Sir/Madam), we express our gratitude.
Sincerely,
Board of Directors
PT/Cooperative)/)...........
Stamp
Rp.6,000,-
.................................................
Copy to:
Commissioner Member for Education and Consumer Protection *) Delete what is not necessary )Specify Determined in Jakarta on date 31 December 2018 CHAIRMAN OF THE COMMISSIONERS FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA, signed WIMBOH SANTOSO

Financial Services Authority Regulation Number 37/POJK.04/2018 on Equity Crowdfunding Services

Lineage: Superseded

Timeline