Rule · OJK · 16 Dec 2025
The Financial Services Authority establishes criteria and procedures for issuing Written Orders (P3IK) to banks facing financial or operational problems, requiring them to undergo mergers, consolidations, takeovers, integrations, or conversions. The regulation defines qualifying banks, mandates the submission of action plans and progress reports, and sets a two-business-day deadline for reporting completion of the order. Non-compliance subjects banks to administrative sanctions under existing financial sector laws.
EXTRACT
ORDER OF THE COMMISSIONER BOARD OF THE FINANCIAL SERVICES AUTHORITY OF THE REPUBLIC OF INDONESIA NUMBER 42/PADK.03/2025 CONCERNING WRITTEN ORDERS FOR HANDLING BANK PROBLEMS THROUGH MERGERS, CONSOLIDATIONS, TAKEOVERS, INTEGRATIONS, AND/OR CONVERSIONS BY THE GRACE OF THE MOST HIGH GOD THE COMMISSIONER BOARD OF THE FINANCIAL SERVICES AUTHORITY, Considering: that to implement the provisions as referred to in Article 14 of the Financial Services Authority Regulation Number 31 of 2024 concerning Written Orders, and to realize justice, legal certainty, and benefit in the execution of regulatory and supervisory duties to overcome various legal problems, it is necessary to establish a Commissioner Board Regulation of the Financial Services Authority concerning Written Orders for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions; Recalling: 1. 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 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. Financial Services Authority Regulation Number 31 of 2024 concerning Written Orders (State Gazette of the Republic of Indonesia Year 2024 Number 43/OJK, Supplement to the State Gazette of the Republic of Indonesia Number 111/OJK);
DECIDING:
Establishing: A COMMISSIONER BOARD REGULATION OF THE FINANCIAL SERVICES AUTHORITY CONCERNING WRITTEN ORDERS FOR HANDLING BANK PROBLEMS THROUGH MERGERS, CONSOLIDATIONS, TAKEOVERS, INTEGRATIONS, AND/OR CONVERSIONS.
Article 1
In this Commissioner Board Regulation of the Financial Services Authority, the following terms are defined:
This extract is in accordance with the original.
Head of Legal Development Directorate
Legal Department signed.
Aat Windradi
Article 2
Provisions regarding the issuance of Written Orders to Banks to carry out and/or receive Mergers, Consolidations, Takeovers, Integrations, and/or Conversions in the context of handling Bank problems are set forth in the Appendix which is an inseparable part of this Commissioner Board Regulation of the Financial Services Authority.
Article 3
This Commissioner Board Regulation of the Financial Services Authority comes into force on the date of establishment.
Established in Jakarta on December 16, 2025
EXECUTIVE HEAD OF BANKING SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed.
DIAN EDIANA RAE
APPENDIX
COMMISSIONER BOARD REGULATION
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
NUMBER 42/PADK.03/2025
CONCERNING
WRITTEN ORDERS FOR HANDLING BANK PROBLEMS
THROUGH MERGERS, CONSOLIDATIONS, TAKEOVERS,
INTEGRATIONS, AND/OR CONVERSIONS
PROVISIONS REGARDING THE ISSUANCE OF WRITTEN ORDERS TO BANKS TO CARRY OUT AND/OR RECEIVE MERGERS, CONSOLIDATIONS, TAKEOVERS, INTEGRATIONS, AND/OR CONVERSIONS IN THE CONTEXT OF HANDLING BANK PROBLEMS In light of the implementation of Financial Services Authority Regulation Number 31 of 2024 concerning Written Orders, hereinafter referred to as POJK Written Orders, it is necessary to regulate the implementation provisions of Written Orders to carry out and/or receive Mergers, Consolidations, Takeovers, Integrations, and/or Conversions in the context of handling Bank problems. The authority of the Financial Services Authority in issuing Written Orders is carried out within a legal framework that serves as the basis for the transparent and accountable execution of the Financial Services Authority's authority to realize justice, legal certainty, and benefit in the execution of regulatory and supervisory duties to overcome various legal problems. The issuance of Written Orders to carry out and/or receive Mergers, Consolidations, Takeovers, Integrations, and/or Conversions is intended as a supervisory instrument in the context of handling Bank problems. With these considerations, the Financial Services Authority establishes implementation provisions regarding Written Orders to Banks to carry out and/or receive Mergers, Consolidations, Takeovers, Integrations, and/or Conversions in the context of handling Bank problems as follows:
I. GENERAL PROVISIONS
II. CRITERIA FOR BANKS ISSUED WRITTEN ORDERS
III. PROCEDURES FOR ISSUING WRITTEN ORDERS
IV. FOLLOW-UP ON WRITTEN ORDERS
V. IMPLEMENTATION OF THE P3IK PROCESS IN THE CONTEXT OF FULFILLING WRITTEN ORDERS
and/or Conversion, may be conducted face-to-face by utilizing information technology, including but not limited to video conferencing and other electronic face-to-face media.
c. For prospective controlling shareholders of the Bank resulting from the Merger, Consolidation, Takeover, Integration, and/or Conversion, the presentation or exposition as referred to in the Financial Services Authority Regulation regarding the assessment of competence and propriety for key parties of financial service institutions shall be conducted if deemed necessary.
d. The Bank is not required to submit an application for approval for the Merger, Consolidation, Takeover, Integration, and/or Conversion, but only needs to submit documents related to the Merger, Consolidation, Takeover, Integration, and/or Conversion as referred to in the Financial Services Authority Regulation regarding the merger, consolidation, takeover, integration, and conversion of commercial banks, and the Financial Services Authority Regulation regarding rural economic banks and Sharia rural economic banks.
e. The Financial Services Authority may determine the simplification of administrative documents related to the Merger, Consolidation, Takeover, Integration, and/or Conversion in order to accelerate the handling of Bank problems while still paying attention to the principle of prudence.
The Bank may hold a general meeting of shareholders and/or other meetings related to the process of the Merger, Consolidation, Takeover, Integration, and/or Conversion through face-to-face interaction by utilizing information technology in accordance with the Law regarding limited liability companies, including but not limited to teleconference media, video conferencing, and other electronic media facilities. For Banks that are public companies, the implementation of the general meeting of shareholders of the public company shall be conducted in accordance with the Financial Services Authority Regulation regarding the implementation of general meetings of shareholders, general meetings of bondholders, and general meetings of sukuk holders electronically.
The Bank administers all documents and administrative requirements in the implementation of the Merger, Consolidation, Takeover, Integration, and/or Conversion. The administration of documents and administrative requirements includes both physical (hard copy) and electronic (soft copy) forms.
The assessment and conversion of shares from each Bank that will conduct and/or receive the Merger, Consolidation, Takeover, Integration, and/or Conversion as a follow-up to the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) shall be determined based on the agreement of the Banks involved in the Merger, Consolidation, Takeover, Integration, and/or Conversion.
The agreement as referred to in paragraph 5 considers the fair market value based on:
a. the results of the internal assessment of the Banks involved in the Merger, Consolidation, Takeover, Integration, and/or Conversion; or b. the results of an independent third-party assessment.
In the event that no agreement is reached as referred to in paragraph 5, the assessment and conversion of shares shall be determined by the Bank receiving the Merger, Consolidation, Takeover, Integration, and/or Conversion based on the fair market value in accordance with the results of an independent third-party assessment.
Banks that are public companies given the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) to conduct or receive the Merger, Consolidation, Takeover, Integration, and/or Conversion may be exempted from obligations regarding the disclosure of information or material facts to the Bank that is a public company, with the approval of the Financial Services Authority.
The Financial Services Authority conducts supervision in the process of fulfilling the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) and may take necessary actions and conduct evaluations regarding the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) and/or other supervisory actions.
What is meant by “conducting an evaluation regarding the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK)” includes, among others, conducting an evaluation of necessary actions to ensure the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK).
The necessary actions as referred to in paragraph 9 consider, among others:
a. developments or follow-ups conducted by the Bank in fulfilling the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK); and b. the existence of requests from the Bank regarding efforts to fulfill the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK).
Other supervisory actions as referred to in paragraph 9 are supervisory actions other than the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) that are necessary according to supervisory needs, both regarding the scope of the problems in the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) as well as other problems that affect the Bank's efforts in fulfilling the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK).
VI. EVALUATION OF FULFILLMENT OF THE IMPLEMENTATION OF THE WRITTEN ORDER
The Financial Services Authority conducts an evaluation regarding the fulfillment of the implementation of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) after:
a. the expiration of the time limit of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK); or b. the receipt of the report on the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) submitted by the Bank.
In the event that, based on the results of the Financial Services Authority's evaluation of the report on the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK), the Bank is assessed to have fulfilled the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK), the Financial Services Authority declares to the Bank that the obligation to fulfill the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) is completed.
In the event that, based on the results of the Financial Services Authority's evaluation of the report on the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK), the Bank is assessed to have not yet fulfilled the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK), the Financial Services Authority declares to the Bank to complete the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) in accordance with:
a. the time limit as determined by the Financial Services Authority; or b. based on the considerations of the Financial Services Authority.
The Financial Services Authority's considerations regarding the time limit as referred to in paragraph 3 letter b are based on:
a. developments or follow-ups conducted by the Bank in fulfilling the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK); and/or b. the existence of requests from the Bank regarding efforts to fulfill the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK).
In the event that the time limit as referred to in paragraph 3 has expired and based on the results of the Financial Services Authority's evaluation, the Bank is assessed to have not fulfilled the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK), then the Financial Services Authority declares to the Bank that the Bank has not fulfilled the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK).
VII. PROCEDURES FOR SUBMITTING REPORTS
The Bank submits:
a. action plans and reports on the progress of the implementation of action plans; and b. reports on the fulfillment of the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK), to the Financial Services Authority through the Financial Services Authority reporting system in accordance with applicable laws and regulations or submission in other forms adjusted to the supervisory needs of the Financial Services Authority.
In the event that the Financial Services Authority reporting system is not yet available for reports as referred to in paragraph 1 or in cases of force majeure, submissions shall be made in accordance with the Financial Services Authority Regulation regarding the reporting of commercial banks through the Financial Services Authority reporting system and/or the Financial Services Authority Regulation regarding the reporting of rural economic banks or Sharia rural economic banks through the Financial Services Authority reporting system.
VIII. OTHER PROVISIONS
Banks given the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) may be exempted from provisions regarding:
a. single ownership in Indonesian banking; and/or b. share ownership of commercial banks.
Banks given the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) may be granted:
a. relaxation of deferral of business licensing provisions, including provisions related to institutional network office licensing and product licensing; and/or b. relaxation of deferral of banking reporting provisions.
Rural Economic Banks (BPR) or Sharia Rural Economic Banks (BPR Syariah) given the Written Order for Handling Bank Problems through Mergers, Consolidations, Takeovers, Integrations, and/or Conversions (P3IK) may be granted relaxations as referred to in the Financial Services Authority Regulation regarding rural economic banks and Sharia rural economic banks.
EXECUTIVE HEAD OF BANKING SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed.
DIAN EDIANA RAE
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“implement provisions as referred to in Article 14 of the Financial Services Authority Regulation Number 31 of 2024 regarding Written Orders (POJK Written Orders)”
“Law Number 4 of 2023 concerning Development and Strengthening of the Financial Sector”
“Law Number 21 of 2011 concerning the Financial Services Authority”
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