OJK Regulation No. 3 of 2026 on the Conduct of Securities Company Business Activities as Underwriters and Securities Trading Intermediaries

OJK REGULATION NO. 3 OF 2026 ON THE CONDUCT OF SECURITIES COMPANY BUSINESS ACTIVITIES AS UNDERWRITERS AND SECURITIES TRADING INTERMEDIARIES BY THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering: a. that in light of the increase in market capitalization, the development of products or services, the use of technology and digitalization of business processes, and the interconnection among financial service actors, as well as the increase in risk exposure, it is necessary to strengthen the institutional structure of securities companies conducting business activities as underwriters and/or securities trading intermediaries through increased capitalization, governance, ownership quality, control, and management; b. that the regulation of licensing and the conduct of business activities of securities companies conducting business activities as underwriters and/or securities trading intermediaries needs to be adjusted to the needs of the capital market industry; c. that based on the considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation on the Conduct of Securities Company Business Activities as Underwriters and Securities Trading Intermediaries;

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) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
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) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);

DECIDES:

To establish: THE CONDUCT OF SECURITIES COMPANY BUSINESS ACTIVITIES AS UNDERWRITERS AND SECURITIES TRADING INTERMEDIARIES.

CHAPTER I GENERAL PROVISIONS

Article 1 In this Financial Services Authority Regulation:

1. Securities Company is a party that conducts activities as an underwriter and/or securities trading intermediary or investment manager.
2. Underwriter of Securities, hereinafter abbreviated as PEE, is a party that enters into a contract with the issuer to guarantee the public offering of the issuer's securities with or without the obligation to purchase the remaining unsold Securities.
3. Securities Trading Intermediary, hereinafter abbreviated as PPE, is a party that conducts business activities of buying and selling securities for its own behalf or for the behalf of other parties.
4. Securities Company Business Group, hereinafter abbreviated as PEKU, is the grouping of Securities Companies based on business activities adjusted to the capital of the Securities Company.
5. Party is an individual, legal entity, company, joint venture, association, or organized group.
6. Financial Services Institution, hereinafter abbreviated as LJK, is an institution that conducts activities in the banking, capital market, insurance, pension fund, venture capital, microfinance institution, financing institution, and other LJK sectors.
7. Security is a negotiable instrument or investment contract, whether in conventional and digital form or other forms in accordance with technological developments, which grants the owner the right to directly or indirectly obtain economic benefits from the issuer or from a specific party based on an agreement and any derivatives over Securities, which can be transferred and/or traded in the capital market.
8. Board of Directors is the organ of the Securities Company authorized and fully responsible for the management of the Securities Company for the interests of the Securities Company, in accordance with the purpose and objectives of the Securities Company, and represents the Securities Company, both inside and outside the court, in accordance with the provisions of the articles of association.
9. Board of Commissioners is the organ of the Securities Company tasked with conducting general and/or specific supervision and giving advice to the Board of Directors in accordance with the articles of association.
10. Controlling Shareholder, hereinafter abbreviated as PSP, is a legal entity, individual, and/or business group, whether directly or indirectly, that owns shares or shares equivalent to shares in the Securities Company and/or has the ability to exercise control over the said Securities Company.
11. Adjusted Net Working Capital, hereinafter referred to as MKBD, is the amount of current assets of the Securities Company minus all liabilities of the Securities Company and ranking liabilities, plus subordinate debt, and other adjustments.
12. Corporation is a limited liability company as referred to in the Law concerning limited liability companies.
13. Issuer is a party that conducts a public offering.
14. Public Offering is the activity of offering Securities conducted by the Issuer to sell Securities to the public in accordance with the procedures regulated in this Law and its implementing regulations.
15. General Meeting of Shareholders, hereinafter abbreviated as RUPS, is the organ of the Securities Company that has authority not given to the Board of Directors or Board of Commissioners as referred to in the Law concerning limited liability companies and/or the articles of association of the Securities Company.
16. Representative Underwriter of Securities, hereinafter abbreviated as WPEE, is an individual who acts on behalf of the interests of the Securities Company conducting business activities as a PEE.
17. Representative Securities Trading Intermediary, hereinafter abbreviated as WPPE, is an individual who acts on behalf of the interests of the Securities Company conducting business activities as a PPE.
18. Representative of Securities Company is an individual who holds a license from the Financial Services Authority as a WPEE, WPPE, and/or representative investment manager.
19. Principal Party is a party that owns, manages, supervises, and/or has significant influence on an LJK.

CHAPTER II CONDUCT OF BUSINESS OF SECURITIES COMPANIES AS PEE AND/OR PPE BASED ON BUSINESS GROUPING

Section One General

Article 2 (1) A Corporation conducting business activities as a Securities Company as a PEE and/or PPE must have a business license from the Financial Services Authority. (2) A Corporation conducting business activities as a PEE and/or PPE as referred to in paragraph (1) is prohibited from conducting business activities as an investment manager.

Article 3 (1) A Securities Company conducting business activities as a PEE may conduct: a. main activities, namely:

1. underwriting of Securities issuance;
2. activities related to corporate actions of companies that will or have conducted a Public Offering, such as providing advice in the context of issuing Securities, mergers, consolidations, takeovers, and/or restructuring; and/or
3. manager of Securities issuance without a Public Offering; and b. other activities determined and/or approved by the Financial Services Authority. (2) A Securities Company conducting business activities as a PPE may conduct: a. main activities, namely:
4. Securities transactions for its own behalf and for the behalf of other parties;
5. marketing of Securities for the behalf of other Securities Companies;
6. providing financing for Securities transactions; and/or
7. acting as an issuer of Securities; and b. other activities determined and/or approved by the Financial Services Authority.

Section Two Grouping of Business Activities

Article 4 The scope of business activities of Securities Companies as a PEE and/or PPE is grouped into: a. PEKU 1; b. PEKU 2; and c. PEKU 3.

Article 5 (1) PEKU 1 conducts business activities as a PPE specifically for marketing Securities. (2) PEKU 2 conducts business activities on a limited basis as: a. a PEE; or b. a PPE. (3) PEKU 3 conducts business activities as: a. a PEE; b. a PPE; or c. a PEE that also conducts PPE activities.

Section Three PEKU 1

Article 6 (1) A PPE that is a PEKU 1 as referred to in Article 5 paragraph (1) conducts: a. main activities, namely:

1. acting as a PPE specifically established to market mutual fund Securities and/or other investment products; and/or
2. acting as a PPE that limits its activities as a marketing partner for institutional PPEs, by complying with statutory regulations; and b. other activities, namely:
3. agency for products or services of other LJKs; and/or
4. other activities submitted individually, after obtaining approval from the Financial Services Authority. (2) A Securities Company conducting business activities as a PPE that is a PEKU 1 is prohibited from conducting Securities transactions for its own behalf.

Section Four PEKU 2

Article 7 (1) A PEE that is a PEKU 2 as referred to in Article 5 paragraph (2) letter a conducts: a. main activities:

1. underwriting of Securities issuance, namely underwriting of Securities issued through a Public Offering with a securities underwriting contract that can be in the form of a firm commitment or best efforts;
2. financial advisor for activities related to issuing Securities, mergers, consolidations, takeovers, and/or restructuring that are related to or not related to a Public Offering; and/or
3. manager of Securities issuance without a Public Offering; and b. other activities, namely:
4. activities consistent with facilitating the issuance of Securities without a Public Offering;
5. providing issuance support services for money market instruments; and/or
6. other activities submitted individually, after obtaining approval from the Financial Services Authority. (2) A PEE that is a PEKU 2 acting as an underwriter of securities issuance must comply with the following provisions: a. may only act as an underwriter of securities issuance for prospective Issuers with small or medium scale assets, namely up to IDR 250,000,000,000.00 (two hundred fifty billion rupiah); b. has never been involved in committing criminal offenses as regulated in statutory regulations in the capital market sector in the last 5 (five) years; and c. has a research function, with the provisions:

1. the official in charge of the research function must hold a Representative of Securities Company license and a Securities Analyst certificate; and
2. employees implementing the research function must hold a Representative of Securities Company license or a Securities Analyst certificate.

Article 8 A PPE that is a PEKU 2 as referred to in Article 5 paragraph (2) letter b conducts: a. main activities:

1. conducting Securities transactions for its own behalf and/or for the behalf of other parties for all types of Securities;
2. administering customer Securities and/or acting as a custodian;
3. being an individual clearing member or a stock exchange member that is not a clearing member; and/or
4. main activities conducted by a Securities Company as a PPE that is a PEKU 1; and b. other activities:
5. agency for products or services of other LJKs; and/or
6. other activities submitted individually, after obtaining approval from the Financial Services Authority.

Section Five PEKU 3

Article 9 A PEE that is a PEKU 3 as referred to in Article 5 paragraph (3) letter a may conduct: a. main activities:

1. underwriting of Securities issuance, namely underwriting of Securities issued through a Public Offering with a securities underwriting contract that can be in the form of a firm commitment or best efforts;
2. financial advisor for activities related to issuing Securities, mergers, consolidations, takeovers, and/or restructuring that are related to or not related to a Public Offering; and/or
3. manager of Securities issuance without a Public Offering; and b. other activities:
4. activities consistent with facilitating the issuance of Securities without a Public Offering;
5. providing issuance support services for money market instruments;
6. financing activities related to underwriting of Securities issuance such as equity participation and/or pre-Public Offering financing; and/or
7. other activities submitted individually, after obtaining approval from the Financial Services Authority.

Article 10 A PPE that is a PEKU 3 as referred to in Article 5 paragraph (3) letter b may conduct: a. main activities:

1. main activities that can be conducted by a Securities Company conducting business activities as a PPE that is a PEKU 2;
2. being a general clearing member and providing clearing services for other PPEs;
3. providing financing for Securities transactions and/or conducting other financing activities based on Securities;
4. acting as a liquidity provider;
5. acting as a dealer participant; and/or
6. acting as an issuer of Securities or structured products; and b. other activities:
7. agency for products or services of other LJKs;
8. conducting Securities transactions for its own behalf and/or for the behalf of other parties for specific types of Securities as permitted based on approval from the Financial Services Authority;
9. being a supporting institution for Securities transactions in the money market with the approval of Bank Indonesia;
10. acting as a provider of safekeeping services for financial instruments;
11. providing intermediary services for transactions over foreign Securities; and/or
12. other activities submitted individually, after obtaining approval from the Financial Services Authority.

Article 11 A PEE that also conducts PPE activities that is a PEKU 3 as referred to in Article 5 paragraph (3) letter c may conduct: a. main activities:

1. main activities conducted by a Securities Company as a PEE that is a PEKU 3 as referred to in Article 9 letter a;
2. main activities conducted by a Securities Company as a PPE that is a PEKU 3 as referred to in Article 10 letter a; and/or
3. standby buyer; and b. other activities:
4. other activities conducted by a Securities Company as a PEE that is a PEKU 3 as referred to in Article 9 letter b;
5. other activities conducted by a Securities Company as a PPE that is a PEKU 3 as referred to in Article 10 letter b; and/or
6. other activities submitted individually, after obtaining approval from the Financial Services Authority.

Article 12 A PEE that is a PEKU 3 as referred to in Article 9 and a PEE that also conducts PPE activities that is a PEKU 3 as referred to in Article 11, which acts as an underwriter of securities issuance, must comply with the following provisions: a. has never been involved in committing criminal offenses as regulated in statutory regulations in the capital market sector in the last 5 (five) years; and b. has a research function, with the provisions:

1. the official in charge of the research function must hold a Representative of Securities Company license and a Securities Analyst certificate; and
2. employees implementing the research function must hold a Representative of Securities Company license or a Securities Analyst certificate.

Article 13 Provisions regarding other activities as referred to in Article 6 paragraph (1) letter b, Article 7 paragraph (1) letter b, Article 8 letter b, Article 9 letter b, Article 10 letter b, and Article 11 letter b are determined by the Financial Services Authority.

Article 14 A Securities Company conducting business activities as a PEE and/or PPE is prohibited from conducting business activities that are not in accordance with its business group as referred to in Article 4.

Section Six Conduct of Business in accordance with Sharia Principles

Article 15 (1) A PEE and/or PPE in conducting business activities in accordance with the business group as referred to in Article 4 may conduct Sharia-compliant services by fulfilling Sharia principles at least: a. the services provided and the contracts used fulfill Sharia principles; b. using a transaction system that fulfills Sharia principles; and c. having:

1. a Sharia supervisory board that has a capital market Sharia expert license from the Financial Services Authority; or
2. at least 1 (one) member of the Board of Directors or person in charge of activities mandated by the Board of Directors, who has adequate knowledge and/or experience in the field of Sharia finance. (2) A PEE and/or PPE that declares that all its activities and business types, management methods, and/or services provided are based on Sharia principles in the capital market, must: a. state in the articles of association or similar documents that its business activities are conducted based on Sharia principles in the capital market; and b. have a Sharia supervisory board, which has a capital market Sharia expert license from the Financial Services Authority. (3) Provisions regarding the Sharia supervisory board as referred to in paragraph (1) letter c and paragraph (2) letter b refer to the Financial Services Authority Regulation concerning capital market Sharia experts. (4) A PEE and/or PPE that conducts business activities based on Sharia principles must comply with provisions as regulated in the Financial Services Authority Regulation concerning the application of Sharia principles in the capital market.

Section Seven Administrative Sanctions

Article 16 (1) Any Party that violates the provisions as referred to in Article 2, Article 6 paragraph (2), Article 7 paragraph (2), Article 12, Article 14, and/or Article 15 paragraph (2) shall be subject to administrative sanctions. (2) Administrative 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) Administrative sanctions as referred to in paragraph (1) and paragraph (2) consist of: a. written warning; b. fine, 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; g. cancellation of registration; h. revocation of the effectiveness of the registration statement; and/or i. revocation of individual licenses. (4) Administrative sanctions as referred to in paragraph (3) letters b to i may be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (3) letter a. (5) Administrative sanctions in the form of a fine as referred to in paragraph (3) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (3) letters c to i.

CHAPTER III CRITERIA FOR SECURITIES COMPANIES

Section One Articles of Association Requirements

Article 17 A Corporation applying for a business license for a Securities Company as a PEE and/or PPE must include the company's business activities in accordance with the applied business license in the Articles of Association of the Corporation.

Section Two Identity Provisions

Article 18 (1) A Securities Company conducting business activities as a PEE and/or PPE must have Corporation identity at least comprising: a. name; b. address; c. telephone number; d. website; and e. logo. (2) A Securities Company conducting business activities as a PEE and/or PPE must clearly state the word "Securities" in the spelling of its company name. (3) A Securities Company conducting business activities as a PEE and/or PPE must state the company name as part of the logo as referred to in paragraph (1).

Section Three Capital Provisions

Article 19 Capitalization for PEKU 1, PEKU 2, and PEKU 3 includes: a. paid-in capital; and b. MKBD.

Article 20 (1) PEKU 1 must have paid-in capital of at least IDR 1,000,000,000.00 (one billion rupiah). (2) PEKU 2 must have paid-in capital of at least IDR 55,000,000,000.00 (fifty-five billion rupiah). (3) PEKU 3 must have paid-in capital of at least IDR 110,000,000,000.00 (one hundred ten billion rupiah).

Article 21 (1) PEKU 1 must have and maintain MKBD of at least IDR 500,000,000.00 (five hundred million rupiah). (2) PEKU 2 must have and maintain MKBD of at least IDR 50,000,000,000.00 (fifty billion rupiah). (3) PEKU 3 must have and maintain MKBD of at least IDR 100,000,000,000.00 (one hundred billion rupiah).

Article 22 In addition to the capital provisions as referred to in Article 20 and Article 21, Securities Companies must maintain positive equity.

Article 23 In the event that the MKBD of a Securities Company tends to approach 110% (one hundred ten percent) of the minimum MKBD limit as referred to in Article 21, the Financial Services Authority may conduct supervisory actions.

Section Four Operational Provisions

Article 24 A Securities Company conducting business activities as a PEE and/or PPE must have: a. an organizational structure equipped with:

1. job descriptions and responsibilities of each unit under the Board of Directors; and
2. names of employees in each position including the existence of work units, members of the Board of Directors, or officials at a level below the Board of Directors; which perform functions required by statutory regulations in the capital market sector in accordance with the business license held; b. procedures and operational standards in accordance with the business license held by the Securities Company and in accordance with statutory regulations in the capital market sector, at least containing:
3. title of procedures and operational standards;
4. person in charge of procedures and operational standards;
5. parties implementing each procedure and operational standard;
6. flowcharts and explanations of each stage of procedures implemented;
7. time limits for implementation in each procedure;
8. documents used; and
9. results of implemented procedures; and c. a plan for the use of foreign labor approved by the ministry in charge of labor affairs.

Article 25 A Securities Company conducting business activities as a PEE and/or PPE is legally and financially responsible for all actions taken for and on behalf of the Securities Company by members of the Board of Directors, members of the Board of Commissioners, Representatives of Securities Companies, employees, and other parties working for the Securities Company.

Section Five Provisions for Shareholders, PSP, Members of the Board of Directors, and Members of the Board of Commissioners

Article 26 (1) Prospective PSPs, prospective members of the Board of Directors, and prospective members of the Board of Commissioners must meet the following requirements: a. integrity, for prospective PSPs, prospective members of the Board of Directors, and prospective members of the Board of Commissioners; b. financial feasibility, for prospective PSPs; and c. financial reputation and competence, for prospective members of the Board of Directors and prospective members of the Board of Commissioners, as regulated in the Financial Services Authority Regulation concerning the assessment of capability and propriety for prospective principal parties. (2) The requirements as referred to in paragraph (1) letters a and b also apply to prospective shareholders. (3) Prospective shareholders, prospective PSPs, prospective members of the Board of Directors, and prospective members of the Board of Commissioners must obtain approval from the Financial Services Authority before carrying out their actions, duties, and functions. (4) In the event that a Securities Company conducting business activities as a PEE and/or PPE has conducted a Public Offering of Equity Securities or is a public company, the obligation to obtain prior approval from the Financial Services Authority as referred to in paragraph (3) does not apply to shareholders who are not PSPs.

Article 27 (1) In order to provide approval as referred to in...

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