Financial Services Authority Regulation Number 9/POJK.04/2020 Concerning Securities Administration Bureau Licensing

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 9 /POJK.04/2020
CONCERNING
SECURITIES ADMINISTRATION BUREAU LICENSING
BY THE GRACE OF GOD THE ALMIGHTY,
THE COMMISSIONERS COUNCIL OF THE FINANCIAL SERVICES AUTHORITY, Considering: a. that with the transfer of functions, duties, and authorities for the regulation and supervision of financial services activities in the capital market sector, including regarding the licensing of securities administration bureaus, from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority; b. that to provide clarity and certainty regarding the licensing of securities administration bureaus, existing legislation in the capital market sector regarding the licensing of securities administration bureaus established before the formation of the Financial Services Authority needs to be changed into a Financial Services Authority Regulation;
c. that based on the considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning Securities Administration Bureau Licensing;

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

Recalling: 1. 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);
2. 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:
Establish: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING SECURITIES ADMINISTRATION BUREAU LICENSING.

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

1. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, Unit Participation in Collective Investment Contracts, futures contracts over Securities, and any derivatives of Securities.
2. Party refers to an individual, company, joint venture, association, or organized group.
3. Issuer is a Party that conducts a Public Offering.
4. Securities Administration Bureau is a Party that, based on a contract with the Issuer, carries out the recording of Securities ownership and the distribution of rights related to Securities.
5. Limited Liability Company, hereinafter referred to as the Company, is a legal entity that is a capital partnership, established based on an agreement, conducting business activities with a basic capital entirely divided into shares and meeting the requirements established in the Law concerning limited liability companies and its implementing regulations.

CHAPTER II
SECURITIES ADMINISTRATION BUREAU LICENSING
Article 2
(1) A Company conducting business activities as a Securities Administration Bureau must possess a business license from the Financial Services Authority. (2) The application to obtain a business license as a Securities Administration Bureau is submitted to the Financial Services Authority using the Application Format for Business License as a Securities Administration Bureau contained in the Appendix, which is an integral part of this Financial Services Authority Regulation.

Article 3
The application for a business license as a Securities Administration Bureau as referred to in Article 2 paragraph (2) must be accompanied by the following documents:
a. the deed of establishment approved by the Minister of Law and Human Rights; b. a photocopy of the Company's Taxpayer Identification Number (NPWP);
c. an operational manual regarding the activities to be conducted and a description of the physical facilities to be used at least:

1. an organizational structure complete with descriptions of duties, authorities, and responsibilities down to the organizational unit and/or positions one level below the Board of Directors, as well as the personnel regulations of the Securities Administration Bureau;
2. workflow procedures and document flow procedures;
3. sample contracts with Issuers and/or clients and a list of fees for services provided; and
4. a list and specifications of computer equipment to be used;

d. a 3 (three) year activity plan of the Securities Administration Bureau at least:

1. estimated Issuers that will use the services of the Securities Administration Bureau; and

2. location and spatial layout, fire-resistant securities storage rooms, communication facilities, and other supporting facilities that guarantee a safe, fast, and efficient registration settlement process;
   e. the opening balance sheet of the Company audited by a public accountant registered with the Financial Services Authority; f. a list of names and data of members of the Board of Directors, Board of Commissioners, and employees below the level of the Board of Directors, accompanied by the following documents:

3. curriculum vitae;

4. photocopy of the highest formal education diploma;

5. photocopy of the Securities Intermediary Education Certificate;

6. photocopy of the Identity Card (KTP);

7. 1 (one) sheet of the latest color passport-sized photograph measuring 4x6 cm with a red background; and

8. photocopy of the Taxpayer Identification Number card for Parties required to have a Taxpayer Identification Number based on tax legislation;
   g. a list of responsible officials and experts in the computer field containing:

9. curriculum vitae;

10. photocopy of the Identity Card (KTP);

11. copy of citizenship proof for foreign citizens;

12. Permit to Employ Foreign Workers for incoming foreign citizens;

13. copy of the highest formal education diploma and expertise certificates in the capital market field; and

14. 1 (one) sheet of the latest color passport-sized photograph measuring 4x6 cm with a red background; and
    h. proof of capital deposit of at least Rp. 500,000,000.00 (five hundred million rupiah).

Article 4
To process the application for a license as a Securities Administration Bureau, the Financial Services Authority conducts:
a. research on document completeness; b. further clarification through face-to-face meetings if deemed necessary; and
c. inspection at the applicant's office if deemed necessary.

Article 5
(1) In the event that the application for a business license as a Securities Administration Bureau as referred to in Article 2 paragraph (2) meets the requirements, the Financial Services Authority issues a business license as a Securities Administration Bureau to the applicant within a maximum period of 45 (forty-five) days from the receipt of the complete application. (2) In the event that the application for a business license as a Securities Administration Bureau as referred to in Article 2 paragraph (2) does not meet the requirements, within a maximum period of 45 (forty-five) days from the receipt of the application, the Financial Services Authority issues a notification letter to the applicant stating that:
a. the application is incomplete; or b. the application is rejected because it does not meet the requirements.

CHAPTER III
GOVERNANCE
Article 6
(1) A Securities Administration Bureau may establish registration fees for Securities and other administrative fees, including amendments thereto. (2) The establishment and amendment of fees as referred to in paragraph (1) must:
a. obtain approval from the Issuer using the services of the Securities Administration Bureau; and b. consider the interests of Security holders.

Article 7
(1) Contracts between a Securities Administration Bureau and an Issuer must be made notarially by a notary registered with the Financial Services Authority. (2) The contract as referred to in paragraph (1) contains matters related to the duties of the Securities Administration Bureau in relation to the organization of securities administration services, transfer of ownership, delivery, or receipt of securities certificates, as well as regarding fees charged for such services.

Article 8
Issuers and Securities Administration Bureaus are responsible, individually or jointly, to each Security holder for losses incurred due to negligence in performing their duties as established in the contract between the Issuer and the Securities Administration Bureau and/or exceeding the time limit for securities administration settlement.

Article 9
(1) A Securities Administration Bureau must safeguard every Security and accounting records under its management as best as possible. (2) A Securities Administration Bureau must make copies of the accounting records as referred to in paragraph (1) which are stored in a separate and safe location.

CHAPTER IV
OTHER PROVISIONS
Article 10
(1) In the event that the Financial Services Authority has provided an electronic system, the application for a business license as a Securities Administration Bureau as referred to in Article 2 paragraph (2) must be submitted through the electronic system. (2) In the event that the electronic system as referred to in paragraph (1) experiences technical disturbances or a force majeure event occurs, the application for a business license as a Securities Administration Bureau as referred to in Article 2 paragraph (2) may be conducted in the form of printed documents.

CHAPTER V
ADMINISTRATIVE SANCTIONS
Article 11
(1) Any Party that violates the provisions as referred to in Article 6 paragraph (2), Article 7, Article 8, and Article 9, shall be subject to administrative sanctions. (2) Sanctions as referred to in paragraph (1) shall also be imposed on Parties that 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 specific 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) 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 an administrative sanction in the form of a written warning as referred to in paragraph (4) letter a. (6) Administrative sanctions in the form of fines as referred to in paragraph (4) letter b may be imposed separately or jointly with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, or g. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with applicable legislation.

Article 12
In addition to administrative sanctions as referred to in Article 11 paragraph (4), the Financial Services Authority may take specific actions against any Party that violates the provisions of this Financial Services Authority Regulation.

Article 13
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 11 paragraph (4) and specific actions as referred to in Article 12 to the public.

CHAPTER VI
CLOSING PROVISIONS
Article 14
Upon the commencement of this Financial Services Authority Regulation, the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-35/PM/1996 concerning Securities Administration Bureau Licensing, along with Regulation Number VI.B.1 which is its appendix, are revoked and declared invalid.

This copy is consistent with the original
Deputy Director of Legal Consultancy and
Banking Regulation Harmonization 1
Legal Directorate 1
Legal Department signed
Wiwit Puspasari

Article 15
This Financial Services Authority Regulation shall come into force on the date of its enactment.
To ensure that everyone knows it, the enactment of this Financial Services Authority Regulation is ordered by placing it in the State Gazette of the Republic of Indonesia. Established in Jakarta on 17 February 2020 CHAIRMAN OF THE COMMISSIONERS COUNCIL FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA, signed WIMBOH SANTOSO Enacted in Jakarta on 19 February 2020 MINISTER OF LAW AND HUMAN RIGHTS REPUBLIC OF INDONESIA, signed YASONNA H. LAOLY STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2020 NUMBER 53

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 9 /POJK.04/2020
CONCERNING
SECURITIES ADMINISTRATION BUREAU LICENSING

I. GENERAL
That since December 31, 2012, the functions, duties, and authorities for the regulation and supervision of financial services activities in the capital market, insurance, pension funds, financing institutions, and other financial service institutions have transferred from the Minister of Finance and the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority. In relation to the above, it is necessary to restructure existing regulations, particularly those related to the capital market sector, by converting Capital Market Supervisory Agency and Financial Institutions Regulations related to the capital market sector into Financial Services Authority Regulations. This restructuring is carried out so that Financial Services Authority Regulations related to the capital market sector are aligned with Financial Services Authority Regulations in other sectors. Based on the background thinking and aspects mentioned, it is necessary to replace the existing legislation in the capital market sector regulating the licensing of Securities Administration Bureaus, namely the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-35/PM/1996 dated January 17, 1996 concerning Securities Administration Bureau Licensing, along with Regulation Number VI.B.1 which is its appendix, into a Financial Services Authority Regulation concerning Securities Administration Bureau Licensing.

II. ARTICLE BY ARTICLE
Article 1
Clearly sufficient.
Article 2
Clearly sufficient.
Article 3
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
Number 1
Clearly sufficient.
Number 2
Clearly sufficient.
Number 3
The list of fees for services provided includes, among others, Securities registration, breaking up of collective share certificates, merging of collective share certificates, issuance of new certificates, issuance of replacement shares, and other services provided. Number 4 Clearly sufficient. Letter d Communication facilities include, among others, telephones, facsimiles, telexes, computers. Letter e Clearly sufficient. Letter f Clearly sufficient. Letter g Clearly sufficient.

Letter h
Clearly sufficient.
Article 4
Clearly sufficient.
Article 5
Clearly sufficient.
Article 6
Clearly sufficient.
Article 7
Clearly sufficient.
Article 8
Clearly sufficient.
Article 9
Clearly sufficient.
Article 10
Paragraph (1)
Clearly sufficient.
Paragraph (2)
In the event that a Securities Administration Bureau submits a business license application not through the electronic system mentioned, the business license application will not be processed.
Article 11
Clearly sufficient.
Article 12
The term "specific actions" includes, among others, prohibiting Securities Administration Bureaus from accepting new service users (clients).

Article 13
Clearly sufficient.
Article 14
Clearly sufficient.
Article 15
Clearly sufficient.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6470

APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 9 /POJK.04/2020
CONCERNING
SECURITIES ADMINISTRATION BUREAU LICENSING
APPLICATION FOR BUSINESS LICENSE
.....(domicile), …..(date/month/year)
Number :
Attachment :
Subject : Application for Business License as a Securities Administration Bureau To The Executive Head of Capital Market Supervision Financial Services Authority in Jakarta With respect, Hereby we submit an application for a business license as a Securities Administration Bureau. As consideration material, we hereby submit the following data:

1. Applicant Name : ................................................................
2. Applicant Address : ................................................................
   ................................................................
   (Street Name & Number)
   : ............................... -
   (City & Postal Code)
3. Name of Securities
   Administration Bureau : ...............................................................
4. Taxpayer Identification
   Number (NPWP) : . . -
5. Address of Securities
   Administration Bureau : ................................................................
   ................................................................
   (Street Name & Number)
   : ............................... -
   (City & Postal Code)
6. Paid-up Capital : ............................................................

This copy is consistent with the original
Deputy Director of Legal Consultancy and
Banking Regulation Harmonization 1
Legal Directorate 1
Legal Department signed
Wiwit Puspasari

7. Telephone,
   Telex, and Fax Number : .................................
8. Number and date of
   approval of the Articles of
   Association by the Ministry
   of Justice : .................................................
9. Contact Person : .........................................................................
   (Include power of attorney)
   Completing this application, we attach the following documents:
10. Deed of establishment of the company approved by the Minister of Justice;
11. Taxpayer Identification Number (NPWP) of the Company;
12. Operational manual regarding activities to be conducted;
13. 3 (three) year activity plan of the Securities Administration Bureau;
14. Opening balance sheet of the Company audited by an Accountant registered with the Financial Services Authority;
15. List of names and data of members of the Board of Directors, Commissioners, and employees below the level of the Board of Directors;
16. List of responsible officials and experts in the computer field;
17. Proof of capital deposit;
    Thus this application is submitted and we thank you for your attention.
    Applicant
    Stamp Duty
    ...............................................
    (Full Name)
    Established in Jakarta on 17 February 2020
    CHAIRMAN OF THE COMMISSIONERS COUNCIL
    FINANCIAL SERVICES AUTHORITY
    REPUBLIC OF INDONESIA, signed
    WIMBOH SANTOSO