2014-11-25 | 28/POJK.05/2014Added
This regulation establishes the licensing, institutional structure, and capital requirements for financing companies and financing companies with Sharia business units in Indonesia. It mandates that companies be established as limited liability companies or cooperatives, with minimum paid-up capital of IDR 100 billion and IDR 50 billion respectively, and limits foreign ownership to 85%. The Financial Services Authority (OJK) must approve or reject license applications within 30 days, and approved companies must commence operations within two months. The document also defines organizational structures, human resource requirements including foreign worker knowledge transfer, and specific definitions for corporate governance and Sharia principles.
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FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 28/POJK.05/2014
CONCERNING
BUSINESS LICENSING AND INSTITUTIONAL STRUCTURE OF FINANCING COMPANIES WITH THE GRACE OF GOD THE ALMIGHTY, THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: a. that in order to encourage national economic growth and support the development of dynamic Financing Company businesses, comprehensive, clear, and legally certain business licensing and institutional regulations are required; b. that based on the considerations as referred to in letter a, it is necessary to establish a Financial Services Authority Regulation concerning Business Licensing and Institutional Structure of Financing Companies; Recalling: 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); DECIDES:
Decree: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING BUSINESS LICENSING AND INSTITUTIONAL STRUCTURE OF FINANCING COMPANIES.
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are meant as:
CHAPTER II
LEGAL ENTITY FORM, BUSINESS LICENSE, AND CAPITAL First Section Legal Entity Form
Article 2
(1) Companies must be established in the form of a legal entity:
a. limited liability company; or b. cooperative.
(2) Companies in the form of a limited liability company legal entity as referred to in paragraph (1) letter a, their shares are owned by:
a. Indonesian citizens; b. Indonesian business entities;
c. Indonesian legal entities;
d. foreign business entities or foreign institutions; e. the Republic of Indonesia; and/or f. local governments.
(3) The share ownership provisions as referred to in paragraph (2) for Companies listed on the stock exchange follow capital market legislation.
(4) The ownership provisions as referred to in paragraph (1) letter b for Companies in the form of a cooperative legal entity follow cooperative legislation.
Second Section
Business License
Article 3
(1) Companies conduct business activities after obtaining a business license from OJK.
(2) To obtain a business license as referred to in paragraph (1), the Board of Directors must submit a business license application to OJK.
Article 4
(1) The business license application as referred to in Article 3 paragraph (2) must be submitted by the Board of Directors to OJK using Format 1 as stated in the Appendix which is an inseparable part of this OJK Regulation. (2) The submission of the business license application as referred to in paragraph (1) must be accompanied by documents:
a. the deed of establishment of the legal entity that has been approved by the competent authority, which must at least contain:
Third Section
Capital
Article 9
(1) Companies must meet capital provisions at the time of establishment as follows:
a. limited liability company legal entity, has Paid-up Capital of at least IDR 100,000,000,000.00 (one hundred billion rupiah); or b. cooperative legal entity, has Paid-up Capital of at least IDR 50,000,000,000.00 (fifty billion rupiah). (2) Capital as referred to in paragraph (1) must be paid in cash and fully in the form of time deposits in the name of the Company at one of the general banks or Sharia general banks in Indonesia.
Article 10
Total foreign ownership in Companies in the form of a limited liability company legal entity, both directly and indirectly, is at most 85% (eighty-five percent) of the Paid-up Capital.
Article 11
(1) Companies may only trade their shares on the stock exchange for at most 85% (eighty-five percent) of the total shares of the respective Company.
(2) At least 15% (fifteen percent) of the shares of the Company not traded on the stock exchange must remain owned, directly or indirectly, by Indonesian citizens, local governments, and/or the central government.
Article 12
(1) For shareholders in the form of Indonesian business entities with legal entity status, Indonesian institutions with legal entity status, foreign business entities, and/or foreign institutions, the amount of direct participation in the Company is set at most equal to the shareholder's Equity. (2) The amount of direct participation as referred to in paragraph (1) must be fulfilled at the time the business entity or institution conducts:
a. payment of establishment capital for the Company; b. change of Company shareholders; and/or
c. addition of the Company's Paid-up Capital.
Article 13
(1) The provisions on the amount of direct participation as referred to in Article 12 do not apply to Company shareholders that are pension funds, Financing Companies, insurance companies, and/or banking institutions. (2) For shareholders that are pension funds, Financing Companies, insurance companies, and/or banking institutions, when conducting direct participation in the Company, the amount of direct participation conducted must comply with legislation governing investments and/or participation.
CHAPTER III
ORGANIZATIONAL STRUCTURE
Article 14
(1) Companies are required to have an organizational structure that clearly describes at least the functions:
a. administration and bookkeeping; b. marketing, financing feasibility analysis, and collection;
c. risk management, including internal control; and
d. implementation of the customer due diligence principle.
(2) The organizational structure as referred to in paragraph (1) is required to be equipped with written descriptions of tasks, authorities, responsibilities, and work procedures.
CHAPTER IV
HUMAN RESOURCES
First Section
Use of Foreign Workers
Article 15
(1) Companies may use foreign workers.
(2) Foreign workers as referred to in paragraph (1) are to be employed as:
a. experts with job levels one level below the Board of Directors; b. advisors; or
c. consultants.
(3) Foreign workers as referred to in paragraph (1) are required to meet the requirements:
a. possess expertise in accordance with the field of responsibility; and b. comply with legislation in the field of labor.
(4) Companies employing foreign workers as referred to in paragraph (1) are required to conduct knowledge transfer activities from foreign workers to Company employees.
(5) Knowledge transfer as referred to in paragraph (4) must be made in the form of annual education and training programs for Company employees.
(6) Companies employing foreign workers as referred to in paragraph (1) are required to report to OJK at least 30 (thirty) calendar days before the aforementioned foreign workers are employed, accompanied by:
a. curriculum vitae of the employed foreign workers, accompanied by photocopies of documents reflecting their expertise; b) annual education and training program plans during the employment of the aforementioned foreign workers; and c) placement plans and fields of responsibility for the foreign workers. (7) In the event that foreign workers as referred to in paragraph (1) have passed the competence and propriety assessment, Companies are required to report the employed foreign workers to OJK by attaching photocopies of work permits for foreign workers from the competent authority at the latest 10 (ten) calendar days from the date of appointment. (8) Companies are required to report the implementation of education and training programs as referred to in paragraph (6) letter b in writing to OJK at the latest 1 (one) month after the end of the calendar year for each year. (9) In the event that...
(9) In the event that the deadline for submitting reports as referred to in paragraphs (6), (7), and (8) falls on a holiday, the deadline for submitting reports is the next working day.
Second Section
Workforce Development
Article 16
(1) Companies are required to implement programs to develop the capabilities and knowledge of their workforce.
(2) Companies are required to allocate and realize 2.5% (two point five percent) of the company's employee and human resource management costs for employee development and training. (3) The development of workforce capabilities and knowledge as referred to in paragraph (1) must be carried out in the form of education and training programs. (4) Companies are required to report the implementation of workforce capability and knowledge development programs as referred to in paragraph (1) in writing to the OJK no later than 1 (one) month after the end of the calendar year for each year.
CHAPTER V
MEMBERSHIP IN OTHER ORGANIZATIONS
Article 17
Companies are required to be registered as members of credit information providers established by the OJK.
Article 18
Companies are required to be registered as members of associations that oversee Companies in Indonesia.
CHAPTER VI ...
CHAPTER VI
SHARIA BUSINESS UNIT
First Section
Establishment of UUS
Article 19
(1) Financing Companies conducting Sharia Financing activities must establish a UUS.
(2) The UUS as referred to in paragraph (1) must have separate bookkeeping from the Financing Company.
Second Section
UUS Working Capital
Article 20
(1) UUS must have working capital of at least Rp25,000,000,000.00 (twenty-five billion rupiah).
(2) The working capital as referred to in paragraph (1) must be set aside in the form of time deposits in the name of the Financing Company and placed in one of the Sharia commercial banks in Indonesia.
Third Section
UUS Licensing
Article 21
(1) The UUS as referred to in Article 19 paragraph (1) must first obtain a UUS license from the OJK.
(2) To obtain the UUS license as referred to in paragraph (1), the Board of Directors of the Financing Company must submit an application for the opening of a UUS to the OJK using format 3 as stated in the Appendix which is an integral part of this OJK Regulation. (3) The application for the UUS opening license as referred to in paragraph (2) must be accompanied by:
with:
a. amendments to the articles of association stating:
for DPS;
2. minutes of the General Meeting of Shareholders or Member Meeting regarding the appointment of DPS;
f. initial financial report of the UUS separate from the business activities of the Financing Company; g. reporting document on the use of agreements used in Sharia Financing activities as regulated in OJK Regulations concerning the conduct of Sharia financing business; h. work plan for the UUS to be opened which at least contains:
c. letter recording the amendment of the Financing Company's articles of association in the formation of the UUS from the Minister of Finance or OJK; and
d. list of Financing Company Branch Offices conducting business activities based on Sharia Principles, accompanied by photocopies of Branch Office licenses.
(5) In the event that the Financing Company does not yet have the recording letter as referred to in paragraph (4) letter c, the Financing Company must attach the articles of association stating the company's purpose and objectives to conduct Sharia Financing activities and a recommendation letter from the DPS from the National Sharia Council of the Indonesian Ulema Council.
Article 22
(1) In processing the application for the opening of a UUS license, the OJK conducts:
a. analysis and research on the completeness of documents as referred to in Article 21 paragraph (3) or (4); b. feasibility analysis of the work plan as referred to in Article 21 paragraph (3) letter h; and
c. analysis of compliance with laws and regulations in the field of Sharia Financing.
(2) The OJK provides approval or rejection of the UUS opening license application no later than 30 (thirty) calendar days after the UUS opening license application documents as referred to in Article 21 paragraph (3) or (4) are received completely and correctly. (3) Rejection of the license application as referred to in paragraph (2) is accompanied by reasons for rejection ...
rejection.
Article 23
(1) UUS must conduct Sharia Financing business activities no later than 2 (two) months from the date the UUS opening license is established.
(2) UUS must submit reports on the implementation of Sharia Financing business activities to the OJK no later than 10 (ten) calendar days from the date the UUS business activities begin. (3) In the event that the deadline for submitting reports on the implementation of Sharia Financing business activities as referred to in paragraph (2) falls on a holiday, the deadline for submitting reports is the next working day. (4) Reporting on business activities as referred to in paragraph (2) is conducted by the Board of Directors of the Financing Company using format 4 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. list of Sharia Financing business agreements that have been conducted; and b. photocopy of Sharia Financing business agreements that have been conducted.
Fourth Section
UUS Leadership
Article 24
(1) UUS must be led by a UUS leader.
(2) The UUS leader as referred to in paragraph (1) must at least meet the following requirements:
a. not recorded in the list of non-performing loans in the banking sector; b. no concurrent positions in other functions in the same company; and
c. has expertise and/or experience in the field of Sharia.
Article 25
(1) Financing Companies are required to report changes in UUS leadership to the OJK no later than 15 (fifteen) calendar days from the date of appointment of the UUS leader.
(2) In the event that the deadline for submitting reports on changes in UUS leadership as referred to in paragraph (1) falls on a holiday, the deadline for submitting reports is the next working day. (3) Reporting on changes in UUS leadership as referred to in paragraph (1) must be accompanied by documents as referred to in Article 21 paragraph (3) letter d.
Fifth Section
Sharia Unit Branch Offices
Article 26
(1) UUS may open Sharia Unit Branch Offices domestically or abroad, provided that it first obtains a license from the OJK.
(2) UUS opening Sharia Unit Branch Offices must meet the following requirements:
a. Sharia financial health level with a minimum healthy condition; b. is not currently subject to business activity suspension sanctions by the OJK; and
c. has human resources with experience and/or training in Sharia finance.
Article 27 ...
Article 27
(1) To obtain the license for opening a Sharia Unit Branch Office as referred to in Article 26 paragraph (1), the Board of Directors of the Financing Company must submit an application to the OJK using format 5 as stated in the Appendix which is an integral part of this OJK Regulation. (2) The application for the license for opening a Sharia Unit Branch Office as referred to in paragraph (1) must be accompanied by documents:
a. Sharia Unit Branch Office leadership data, including:
Article 28
(1) In order to process the application for the opening ...
opening of a Sharia Unit Branch Office, the OJK conducts:
a. analysis and research on the completeness of documents as referred to in Article 27 paragraph (2); b. feasibility analysis of the work plan as referred to in Article 27 paragraph (2) letter d; and
c. analysis of compliance with laws and regulations in the field of Sharia Financing.
(2) The OJK provides approval or rejection of the license for opening a Sharia Unit Branch Office no later than 30 (thirty) calendar days after the application documents for the opening of a Sharia Unit Branch Office as referred to in Article 27 paragraph (2) are received completely and correctly. (3) Rejection of the license for opening a Sharia Unit Branch Office as referred to in paragraph (2) is accompanied by reasons for rejection.
Article 29
(1) UUS must report changes in the address of a Sharia Unit Branch Office to the OJK no later than 15 (fifteen) calendar days from the date of the change of address of the Sharia Unit Branch Office. (2) In the event that the deadline for submitting reports on changes in the address of a Sharia Unit Branch Office as referred to in paragraph (1) falls on a holiday, the deadline for submitting reports is the next working day. (3) Reporting on changes in the address of a Sharia Unit Branch Office as referred to in paragraph (1) must be submitted by the Board of Directors of the Financing Company using format 6 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by complete address data of the Sharia Unit Branch Office accompanied by proof ...
proof of ownership or control of the office building.
Article 30
(1) UUS closing a Sharia Unit Branch Office must first notify Debtors regarding:
a. plans to close the Sharia Unit Branch Office; and b. procedures for settling rights and obligations.
(2) Procedures for settling rights and obligations as referred to in paragraph (1) letter b must be conducted based on laws and regulations and considering the interests of Debtors.
Article 31
(1) UUS must report the closure of a Sharia Unit Branch Office to the OJK no later than 10 (ten) calendar days from the date of closure of the Sharia Unit Branch Office.
(2) In the event that the deadline for submitting reports on the closure of a Sharia Unit Branch Office as referred to in paragraph (1) falls on a holiday, the deadline for submitting reports is the next working day. (3) Reporting on the closure of a Sharia Unit Branch Office as referred to in paragraph (1) must be submitted by the Board of Directors of the Financing Company using format 7 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. proof of notification of plans to close the Sharia Unit Branch Office as referred to in Article 30 paragraph (1) letter a; and b. proof of notification of procedures for settling rights and obligations as referred to in Article 30 paragraph (1) letter b; and
c. proof ...
c. proof of settlement of rights and obligations.
(4) Based on the report as referred to in paragraph (3), the OJK revokes the license for opening the Sharia Unit Branch Office.
Article 32
The OJK may revoke the license for opening a Sharia Unit Branch Office if within a period of 6 (six) months continuously, the said Sharia Unit Branch Office is proven not to conduct operational activities.
Article 33
(1) UUS may open offices other than Sharia Unit Branch Offices within the territory of the Republic of Indonesia.
(2) Offices other than Sharia Unit Branch Offices as referred to in paragraph (1) are prohibited from:
a. approving Sharia Financing to prospective Debtors; and b. signing Sharia Financing agreements or contracts with Debtors.
(3) Offices other than Sharia Unit Branch Offices as referred to in paragraph (1) are responsible to and coordinated by the Sharia Unit Branch Office according to the operational scope of the said Sharia Unit Branch Office. (4) In the event that the Company does not yet have a Sharia Unit Branch Office as referred to in paragraph (3), offices other than Sharia Unit Branch Offices are responsible to and coordinated by the nearest Sharia Unit Branch Office or UUS. (5) The opening of offices other than Sharia Unit Branch Offices as referred to in paragraph (1) must be reported in writing to the OJK no later than 15 (fifteen) calendar days after the date of opening of the said office, stating the function of the said office, the complete address of the office, and the identity of the office ...
office leadership accompanied by proof of ownership or control of the office building.
(6) In the event that the deadline for submitting reports on the opening of offices other than Sharia Unit Branch Offices as referred to in paragraph (5) falls on a holiday, the deadline for submitting reports is the next working day.
Article 34
(1) Changes in address and closure of offices other than Sharia Unit Branch Offices must be reported by UUS to the OJK no later than 15 (fifteen) calendar days after the date of change of address and closure of the office. (2) In the event that the deadline for submitting reports on changes in address and closure of offices other than Sharia Unit Branch Offices as referred to in paragraph (1) falls on a holiday, the deadline for submitting reports is the next working day.
Sixth Section
Closure of UUS
Article 35
(1) Financing Companies may close UUS, provided that they first report plans to close the UUS to the OJK no later than 30 (thirty) calendar days before the closure is carried out. (2) In the event that the deadline for submitting reports on plans to close the UUS as referred to in paragraph (1) falls on a holiday, the deadline for submitting reports is the next working day. (3) Financing Companies closing UUS must first notify Debtors regarding:
a. plans to close the UUS; and b. procedures ...
b. procedures for settling the rights and obligations of Debtors.
(4) Procedures for settling rights and obligations to Debtors as referred to in paragraph (3) letter b must be conducted based on laws and regulations and considering the interests of Debtors.
Article 36
(1) Reporting on the closure of UUS as referred to in Article 35 paragraph (1) must be submitted by the Board of Directors of the Financing Company using format 8 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. proof of notification of plans to close the UUS to Debtors as referred to in Article 35 paragraph (3) letter a; b. proof of notification of procedures for settling rights and obligations to Debtors as referred to in Article 35 paragraph (3) letter b; and
c. proof of settlement of objections from Debtors, if there are objections from Debtors.
(2) Based on the report as referred to in paragraph (1), the OJK revokes the license for opening the UUS.
Seventh Section
Separation of UUS
Article 37
(1) Financing Companies with limited liability company status must separate the UUS into Sharia Financing Companies by establishing a limited liability company with the following provisions:
a. if the value of UUS assets has reached at least 50% (fifty percent) of the total assets of the parent Financing Company based on the latest monthly reports submitted to the OJK; or ...
or b. no later than 5 (five) years from the implementation of this OJK Regulation.
(2) The separation of UUS into Sharia Financing Companies with limited liability company status must be conducted by Financing Companies within a period of no later than 12 (twelve) months from the fulfillment of the conditions as referred to in paragraph (1). (3) In the event that during the Separation process as referred to in paragraph (2), UUS assets decrease and no longer reach at least 50% (fifty percent) of the total assets of the parent Financing Company, said condition does not eliminate the obligation of the Financing Company to conduct UUS Separation as referred to in paragraph (1) letter a. (4) Financing Companies possessing UUS may separate the UUS before the conditions as referred to in paragraph (1) are met by meeting the requirements as regulated in this OJK Regulation and applicable laws and regulations.
Article 38
(1) Sharia Financing Companies resulting from Separation as referred to in Article 37 are exempt from capital provisions as referred to in Article 9.
(2) Paid-up Capital of Sharia Financing Companies resulting from Separation as referred to in Article 37 paragraph (1) and (4) must be at least Rp50,000,000,000.00 (fifty billion rupiah). (3) Sharia Financing Companies resulting from Separation as referred to in Article 37 paragraph (1) and (4) must increase Paid-up Capital to at least ...
at least the capital provisions as referred to in Article 9 no later than 5 (five) years from the date the business license for the Sharia Financing Companies resulting from Separation is issued.
Article 39
The implementation of UUS separation must be conducted based on provisions as regulated in this OJK Regulation and applicable laws and regulations.
CHAPTER VII
BRANCH OFFICES
Article 40
(1) Companies may open Branch Offices domestically or abroad.
(2) To open Branch Offices as referred to in paragraph (1), Companies must first obtain a Branch Office opening license from the OJK.
(3) To obtain the Branch Office opening license as referred to in paragraph (2), Companies must submit an application for Branch Office opening licenses to the OJK.
Article 41
Companies may open Branch Offices by meeting the following requirements:
a. financial health level with a minimum healthy condition; and b. is not currently subject to business activity suspension sanctions by the OJK.
Article 42
(1) Applications for Branch Office opening licenses as referred to in Article 40 paragraph (3) must be submitted by the Board of Directors to the OJK using format 9 as stated in the Appendix ...
Appendix which is an integral part of this OJK Regulation.
(2) Applications for Branch Office opening licenses as referred to in paragraph (1) must be accompanied by documents:
a. the Company's annual business plan which at least contains:
Article 43
(1) The OJK provides approval or rejection of applications for Branch Office opening licenses as referred to in Article 42 paragraph (1).
(2) The OJK ...
(2) The OJK provides approval or rejection of applications for Branch Office opening licenses as referred to in paragraph (1) no later than 30 (thirty) calendar days after the application documents for Branch Office opening licenses as referred to in Article 42 paragraph (2) are received completely and correctly. (3) In order to process applications for Branch Office opening licenses as referred to in Article 42 paragraph (1), the OJK conducts:
a. research on the completeness and correctness of documents as referred to in Article 42 paragraph (2); b. analysis of documents as referred to in Article 42 paragraph (2); and
c. direct verification to the Branch Office to be opened, if necessary.
(4) Rejection of applications for Branch Office opening licenses as referred to in paragraph (2) is accompanied by reasons for rejection.
Article 44
Financing Company branch offices are prohibited from conducting Sharia Financing activities unless they have licenses as Sharia Unit Branch Offices.
Article 45
(1) Companies closing Branch Offices must first notify Debtors regarding:
a. plans to close the Branch Office; and b. procedures for settling rights and obligations.
(2) Procedures for settling rights and obligations as referred to in paragraph (1) letter b must be conducted based on laws and regulations and considering the interests of Debtors. (3) Companies ...
(3) The Company is required to report the closure of the Branch Office in writing to OJK within 10 (ten) calendar days calculated from the date of the Branch Office closure.
(4) In the event that the deadline for submitting the Branch Office closure report as referred to in paragraph (3) falls on a holiday, the deadline for submitting the report is the next working day.
(5) The reporting of the Branch Office closure as referred to in paragraph (3) must be submitted by the Company's Board of Directors using Format 10 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. proof of notification of the Branch Office closure plan as referred to in paragraph (1) letter a;
b. proof of notification of the settlement procedure for rights and obligations as referred to in paragraph (1) letter b; and
c. proof of the settlement of Debtor rights and obligations.
(6) Based on the report as referred to in paragraph (3), OJK revokes the license to open the Branch Office calculated from the date of closure.
Article 46
OJK may revoke the license to open a Branch Office if, within a period of 6 (six) months continuously, the Branch Office in question is proven not to conduct operational activities.
Article 47
(1) The Company may open offices other than Branch Offices by reporting to OJK within 10 (ten) calendar days since the date of opening.
(2) In the event that the deadline for submitting the report on the opening of offices other than Branch Offices as referred to in paragraph (1) falls on a holiday, the deadline for submitting the report is the next working day.
(3) The reporting of the opening of offices other than Branch Offices as referred to in paragraph (1) using Format 11 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by the office functions and complete address.
Article 48
(1) Offices other than Branch Offices as referred to in Article 47 are responsible to the Branch Office according to the operational scope of the respective Branch Office.
(2) In the event that the Company does not yet have a Branch Office as referred to in paragraph (1), offices other than Branch Offices are responsible to and coordinated by the nearest Branch Office or head office.
(3) Offices other than Branch Offices as referred to in paragraph (1) are prohibited from:
a. granting financing approval to prospective Debtors;
b. signing financing agreements or contracts with Debtors.
Article 49
(1) The Company may increase the status of offices other than Branch Offices to Branch Offices after first obtaining approval from OJK.
(2) The request for status increase approval as referred to in paragraph (1) is implemented by submitting a request letter according to Format 12 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. the Company's annual business plan which at least contains:
complete address of the Branch Office to be opened;
funding sources;
financing targets; and
financial projections consisting of cash flow, financial position reports, and financial performance reports;
b. the work plan for the Branch Office to be opened which at least contains:
financing targets and steps to achieve financing targets;
work systems and procedures;
organizational structure;
monthly financial projections consisting of cash flow, financial position reports, and financial performance reports for 12 (twelve) months;
analysis of market potential and business competition; and
c. the number and composition of personnel, accompanied by a curriculum vitae list and names of prospective branch managers.
(3) The Branch Office work plan containing financing targets, financial projections, analysis of market potential and business competition as referred to in paragraph (2) letter b numbers 1, 4, and 5 may be prepared based on past performance and business prospects of the respective offices other than Branch Offices.
Article 50
The Company is prohibited from changing the address of a Branch Office outside the district/city that is the scope of authority of the previous Branch Office.
CHAPTER VIII
REPORTING
First Section
Reporting of Changes to the Articles of Association
Article 51
(1) Companies in the form of limited liability companies that make certain changes to the Articles of Association are required to report to OJK within 15 (fifteen) calendar days after the changes are approved or recorded by the competent authority.
(2) Companies in the form of cooperatives that make certain changes to the Articles of Association are required to report to OJK within 15 (fifteen) calendar days after the changes are ratified by the competent authority or approved by the general meeting of members.
(3) In the event that the deadline for submitting the report on certain changes to the Articles of Association as referred to in paragraph (1) and paragraph (2) falls on a holiday, the deadline for submitting the report is the next working day.
(4) Certain changes to the Articles of Association as referred to in paragraph (1) or paragraph (2) include changes:
a. purpose and business activities of the Company;
b. Company name;
c. reduction of placed and paid-up capital for companies in the form of limited liability companies;
d. status of companies in the form of closed limited liability companies becoming open limited liability companies or vice versa; and/or
e. increase of placed and paid-up capital for companies in the form of limited liability companies.
(5) In the event that changes to business activities as referred to in paragraph (4) letter a require specific requirements as regulated in OJK Regulations regarding the conduct of financing company business and OJK Regulations regarding the conduct of Sharia financing business, then the Company is required to first meet the said requirements.
(6) Reporting changes to the purpose and business activities of the Company as referred to in paragraph (4) letter a must use Format 13 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of ratification or approval from the competent authority; and
b. examples of financing agreements to be used, in the event of changes to business activities.
(7) Reporting changes to the Company name as referred to in paragraph (4) letter b must use Format 14 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of approval from the competent authority for companies in the form of limited liability companies;
b. minutes of the general meeting of members and/or changes to the Articles of Association for companies in the form of cooperatives; and
c. tax identification number (NPWP) under the new name of the Company.
(8) Reporting the reduction of placed and paid-up capital for companies in the form of limited liability companies as referred to in paragraph (4) letter c must use Format 15 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents of changes to the Articles of Association accompanied by proof of approval from the competent authority.
(9) Reporting changes to the status of companies in the form of closed limited liability companies becoming open limited liability companies or vice versa as referred to in paragraph (4) letter d, must use Format 16 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents of changes to the Articles of Association accompanied by proof of approval from the competent authority.
(10) Reporting the increase of placed and paid-up capital of the Company as referred to in paragraph (4) letter e, must use Format 17 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of the letter of receipt of notification from the competent authority for companies in the form of limited liability companies;
b. proof of capital increase, namely:
photocopy of proof of capital deposit at one of the commercial banks or Sharia commercial banks in Indonesia and legalized by the receiving bank, in the event that Paid-up Capital is increased in the form of cash; or
the Company's financial reports audited by public accountants before capital increase, in the event that Paid-up Capital is increased in the form of conversion of subordinated loans and/or retained earnings for companies in the form of limited liability companies;
c. statement letter from shareholders or cooperative members stating that capital deposits do not come from loans, money laundering activities, and financial crimes in the event that capital increase is made in the form of cash as referred to in letter b number 1;
d. financial reports audited by public accountants and/or the latest financial reports, in the event that shareholders are business entities, institutions, or cooperative legal entities; and
e. business plan and steps of the Company in the use of increased Paid-up Capital.
Second Section
Reporting of Changes to the Board of Directors, Board of Commissioners, Shareholders, and Sharia Supervisory Board
Article 52
(1) Companies that make changes:
a. members of the Board of Directors
b. members of the Board of Commissioners; and/or
c. shareholders;
are required to report to OJK within 15 (fifteen) calendar days after the changes are approved or recorded by the competent authority.
(2) In the event that the deadline for submitting the report on changes to members of the Board of Directors, members of the Board of Commissioners, and/or shareholder members as referred to in paragraph (1) falls on a holiday, the deadline for submitting the report is the next working day.
(3) Reporting changes to members of the Board of Directors and/or Board of Commissioners of the Company as referred to in paragraph (1) letters a and b, must use Format 18 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. minutes of the general meeting of members for companies in the form of cooperatives; and
b. changes to the Articles of Association accompanied by proof of the letter of receipt of notification from the competent authority for companies in the form of limited liability companies.
(4) Reporting changes to shareholders of companies in the form of limited liability companies as referred to in paragraph (1) letter c, must use Format 19 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. changes to the Articles of Association accompanied by proof of the letter of recording from the competent authority;
b. minutes of the transfer of rights over shares, in the event of a transfer of rights over shares;
c. shareholder data as referred to in Article 4 paragraph (2) letter c, in the event of new shareholders; and
d. statement letter from shareholders stating that the money used to buy Company shares does not come from money laundering activities and financial crimes, in the event of share sales.
(5) In the event that the Company trades its shares on the stock exchange, the reporting obligation for changes to shareholders as referred to in paragraph (1) letter c applies if:
a. there are changes to shareholders from shares obtained not from stock exchange trading; and/or
b. there are changes to Major Shareholders (PSP).
Article 53
(1) Sharia Financing Companies and Sharia Business Units (UUS) are required to report changes to the composition and position of the Sharia Supervisory Board (DPS) to OJK within 10 (ten) calendar days since appointment according to Format 20 as stated in the Appendix which is an integral part of this OJK Regulation.
(2) In the event that the deadline for submitting the report on changes to the composition and position of the DPS as referred to in paragraph (1) falls on a holiday, the deadline for submitting the report is the next working day.
(3) The reporting as referred to in paragraph (1) must be accompanied by:
a. proof of passing the suitability and propriety assessment for the DPS; and
b. minutes of the general meeting of shareholders or general meeting of members regarding the appointment of DPS members.
Third Section
Reporting of Address Changes
Article 54
(1) Companies are required to report changes to the address of the head office, Branch Offices, or offices other than Branch Offices in writing to OJK within 10 (ten) calendar days calculated from the date of the change.
(2) In the event that the deadline for submitting the report on changes to the address of the head office, Branch Offices, or offices other than Branch Offices as referred to in paragraph (1) falls on a holiday, the deadline for submitting the report is the next working day.
(3) Reporting changes to the address of the head office, Branch Offices, or offices other than Branch Offices as referred to in paragraph (1) must use Format 21 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by proof of ownership or control over the new office building.
CHAPTER IX
MERGERS, CONSOLIDATIONS, TAKEOVERS, AND SEPARATIONS
First Section
Mergers, Consolidations, and Takeovers
Article 55
(1) Companies may conduct:
a. Mergers;
b. Consolidations; or
c. Takeovers.
(2) Mergers or Consolidations as referred to in paragraph (1) letters a and b may only be conducted by companies in the form of the same legal entity.
(3) Takeovers of Companies as referred to in paragraph (1) letter c must meet the provisions as referred to in Article 2 paragraph (2), Article 10, and Article 12.
Article 56
(1) Companies intending to conduct Mergers, Consolidations, or Takeovers as referred to in Article 55 paragraph (1) are required to submit the implementation plan for Mergers, Consolidations, or Takeovers to OJK to obtain approval.
(2) The request for approval as referred to in paragraph (1) is submitted by the Board of Directors to OJK, using Format 22 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. the plan for the minutes of the general meeting of shareholders or general meeting of members;
b. the plan for the deed of Merger, Consolidation, or Takeover;
c. the plan for the ownership list as referred to in Article 4 paragraph (2) letter b, for Companies intending to conduct Mergers or Consolidations;
d. the deed of transfer of rights over shares, in the event that share Takeover is conducted directly from shareholders, for Companies intending to conduct Takeovers;
e. the latest audited financial reports;
f. proforma financial reports of the Company resulting from Mergers or Consolidations;
g. shareholder data as referred to in Article 4 paragraph (2) letter c;
h. statement letter from shareholders stating that the money used to buy Company shares does not come from loans, money laundering activities, and financial crimes, for Companies intending to conduct Takeovers; and
i. documents stating that the Company has no tax debts from the competent authority.
(3) In order to provide approval or rejection as referred to in paragraph (1), OJK conducts:
a. examination of the completeness of documents as referred to in paragraph (2);
b. feasibility analysis of the Merger or Consolidation plan;
c. assessment of suitability and propriety regarding prospective Major Shareholders (PSP), DPS members, Board of Commissioners members, and Board of Directors members; and
d. analysis of compliance with regulations in the field of financing.
Article 57
(1) Companies receiving Mergers are required to report Mergers or Companies resulting from Consolidations are required to report Consolidations in writing to OJK within 10 (ten) calendar days calculated from the date of receiving approval or notification of changes to the Articles of Association from the competent authority.
(2) Companies taken over are required to report Takeovers in writing to OJK within 10 (ten) calendar days calculated from the date of the Takeover deed made before a notary.
(3) In the event that the deadline for submitting the report on Mergers or Consolidations as referred to in paragraph (1) or reports on Takeovers as referred to in paragraph (2) falls on a holiday, the deadline for submitting the report is the next working day.
(4) Reporting Mergers or Consolidations as referred to in paragraph (1), must use Format 23 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. for Mergers:
minutes of the general meeting of shareholders or general meeting of members;
Merger deed that has been approved or recorded by the competent authority;
ownership list as referred to in Article 4 paragraph (2) letter b; and
shareholder data as referred to in Article 4 paragraph (2) letter c;
b. for Consolidations:
minutes of the general meeting of shareholders or general meeting of members;
Consolidation deed that has been approved or recorded by the competent authority;
ownership list as referred to in Article 4 paragraph (2) letter b; and
shareholder data as referred to in Article 4 paragraph (2) letter c.
(5) In the context of reporting Mergers or Consolidations as referred to in paragraph (1), Companies receiving Mergers or resulting from Consolidations may submit requests for licenses to open Branch Offices previously owned by Companies merging or consolidating to OJK under their name.
(6) Requests for licenses to open Branch Offices as referred to in paragraph (5), must use Format 24 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. previous licenses to open Branch Offices owned by Companies merging or consolidating; and
b. proof of ownership or control of office buildings.
(7) Based on the reporting of Mergers as referred to in paragraph (4) letter a and requests for licenses to open Branch Offices as referred to in paragraph (6), OJK:
a. examines the completeness and truthfulness of documents as referred to in paragraph (4) letter a numbers 1 to 4;
b. revokes the business license and licenses to open Branch Offices of Companies merging; and
c. provides approval for requests for licenses to open Branch Offices in Mergers as referred to in paragraph (6).
(8) Based on the reporting of Consolidations as referred to in paragraph (4) letter b and requests for licenses to open Branch Offices as referred to in paragraph (6), OJK:
a. examines the completeness and truthfulness of documents as referred to in paragraph (4) letter b numbers 1 to 4;
b. revokes the business license and licenses to open Branch Offices of Companies consolidating;
c. provides approval or rejection of business licenses to Companies that are the result of Consolidations; and
d. provides approval for requests for licenses to open Branch Offices in Consolidations as referred to in paragraph (6), in the event that OJK provides approval for business licenses as referred to in letter c.
(9) The provision of approval for licenses to open Branch Offices in Mergers as referred to in paragraph (7) letter c is conducted within 40 (forty) calendar days after the reporting documents as referred to in paragraph (4) letter a are received completely and correctly.
(10)The provision of approval or rejection of business licenses in Consolidations as referred to in paragraph (8) letter c and the provision of approval for licenses to open Branch Offices in Consolidations as referred to in paragraph (8) letter d is conducted within 40 (forty) calendar days after the reporting documents as referred to in paragraph (4) letter b and paragraph (6) are received completely and correctly.
(11)In the event that OJK rejects the establishment of business licenses as referred to in paragraph (8) letter c, the rejection is accompanied by a written explanation.
(12)Before the approval of business licenses as referred to in paragraph (8) letter c is granted, Companies are prohibited from conducting financing business activities.
Second Section
Separations
Article 58
(1) Companies may conduct Separations, by means of:
a. Pure Separation; or
b. Impure Separation.
(2) Pure Separation as referred to in paragraph (1) letter a must result in all assets, liabilities, and Equity of the Company transferring by operation of law to 2 (two) or more other Companies receiving the transfer, and the Company conducting the Separation ends by operation of law.
(3) Impure Separation as referred to in paragraph (1) letter b must result in part of the assets, liabilities, and Equity of the Company transferring by operation of law to 1 (one) or more other Companies receiving the transfer, and the Company conducting the Separation remains.
Article 59
(1) Companies may conduct Pure Separation as referred to in Article 58 paragraph (1) letter a, by establishing new Companies.
(2) New Companies as referred to in paragraph (1) are prohibited from conducting financing business activities before obtaining business licenses from OJK.
(3) To obtain business licenses as referred to in paragraph (2), the Board of Directors of New Companies as referred to in paragraph (1) must submit requests for business licenses to OJK within 60 (sixty) calendar days calculated from the date of the Separation deed made before a notary.
(4) OJK provides approval or rejection for requests for business licenses as referred to in paragraph (3).
Article 60
(1) Requests for business licenses as referred to in Article 59 paragraph (3), must be submitted using Format 25 as stated in the Appendix which is an integral part of this OJK Regulation.
(2) Submission of requests for business licenses as referred to in paragraph (1) must be accompanied by:
a. documents as referred to in Article 4 paragraph (2);
b. minutes of the general meeting of shareholders approving the Separation; and
c. Separation deed.
(3) In the context of requests for business licenses as referred to in paragraph (2), New Companies as referred to in Article 59 paragraph (1) may submit requests for determinations of licenses to open Branch Offices previously owned by Companies conducting Pure Separations to OJK under their name.
(4) Requests for licenses to open Branch Offices as referred to in paragraph (3), must use Format 26 as stated in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. previous licenses to open Branch Offices owned by Companies conducting Pure Separations; and
b. proof of ownership or control of office buildings.
(5) Based on requests for business licenses as referred to in paragraph (1) and requests for licenses to open Branch Offices...
opening of Branch Offices as referred to in paragraph (4), OJK:
a. determines the revocation of business licenses and branch opening licenses of Companies conducting Pure Separation; and b. grants approval for the opening of Branch Offices as referred to in paragraph (4), in the event that the business license application is approved.
Article 61
(1) Companies may conduct Impure Separation as referred to in Article 58 paragraph (1) letter b, by:
a. establishing a new Company; or b. transferring part of the Assets, Liabilities, and Equity of the Company to another Company that has obtained a business license.
(2) Companies conducting Impure Separation as referred to in paragraph (1) must first obtain Separation approval from OJK.
(3) Applications for Impure Separation approval as referred to in paragraph (2) must be submitted by the Directors of the Company conducting the Separation to OJK using Format 27 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. draft deed of Separation; b. draft deed of establishment of the Company receiving the Assets, Liabilities, and Equity; and
c. projection of the financial position report of the Company conducting the Separation.
(4) Approval or rejection of the Separation application as referred to in paragraph (3) is given within a maximum of 20 (twenty) calendar days after the application documents are received completely and correctly.
(5) Companies conducting Impure Separation as referred to in paragraph (1) may continue to conduct financing business activities.
Article 62
(1) Companies conducting Impure Separation after obtaining Separation approval as referred to in Article 61 paragraph (4) must report the implementation of the Separation in writing to OJK no later than 6 (six) months from the date the Separation approval is obtained.
(2) The report on the implementation of the Separation as referred to in paragraph (1) must use Format 28 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by documents:
a. minutes of the General Meeting of Shareholders or Members' Meeting approving the Separation; b. deed of Separation; and
c. amendment of the Articles of Association approved or approved by the competent authority, in the event of an amendment to the Articles of Association.
(3) In the event that Impure Separation as referred to in Article 58 paragraph (1) letter b is conducted against Sharia Business Units (UUS), based on the report on the implementation of the Separation as referred to in paragraph (2), OJK revokes the UUS license.
Article 63
(1) New Companies as referred to in Article 61 paragraph (1) letter a are prohibited from conducting financing business activities before obtaining a business license from OJK.
(2) To obtain the business license as referred to in paragraph (1), the Directors of the new Company as referred to in Article 61 paragraph (1) letter a must submit a business license application to OJK.
(3) OJK grants approval or rejection of the business license application as referred to in paragraph (2).
Article 64
(1) Business license applications as referred to in Article 63 paragraph (2) must be submitted using Format 29 as contained in the Appendix which is an integral part of this OJK Regulation.
(2) Submission of business license applications as referred to in paragraph (1) must be accompanied by documents as referred to in Article 4 paragraph (2).
(3) In the context of business license applications as referred to in paragraph (2), new Companies as referred to in Article 61 paragraph (1) letter a may submit applications for the opening of Branch Offices previously owned by the Company conducting Impure Separation to OJK under their name.
(4) Applications for Branch Office opening licenses as referred to in paragraph (3) must use Format 30 as contained in the Appendix which is an integral part of this OJK Regulation, accompanied by:
a. previous Branch Office opening licenses owned by the Company conducting Impure Separation; and b. proof of ownership or control of the office building.
(5) Based on applications for Branch Office opening licenses as referred to in paragraph (4), OJK grants approval for the opening of Branch Offices as referred to in paragraph (4), in the event that the business license application is approved.
Article 65
Processing of business license applications, granting approval or rejection of business license applications for new Companies resulting from Separation as referred to in Article 59 paragraph (1) and Article 61 paragraph (1) letter a applies mutatis mutandis the provisions in Article 4.
Part Three
Fulfillment of Other Provisions
Article 66
(1) Mergers, Consolidations, Takeovers, and Separations must be conducted in accordance with the provisions of applicable laws and regulations.
(2) Companies receiving Mergers, Consolidations, Takeovers, and those receiving transfers must fulfill the provisions in this OJK Regulation.
CHAPTER X
CONVERSION OF FINANCING COMPANIES INTO SHARIA FINANCING COMPANIES
Article 67
(1) Financing Companies may convert into Sharia Financing Companies after first obtaining approval from OJK.
(2) To obtain the business license as referred to in paragraph (1), Directors of Financing Companies must submit license applications to OJK using Format 31 as contained in the Appendix which is an integral part of this OJK Regulation.
(3) Submission of business license applications as referred to in paragraph (2) must be accompanied by:
a. business license as a Financing Company; b. results of the assessment of competence and propriety for Directors, Commissioners, Sharia Supervisory Board (DPS), and Sharia Supervisory Committee (PSP) that are still valid;
c. minutes of the General Meeting of Shareholders or Members' Meeting regarding the appointment of DPS members;
d. minutes of the General Meeting of Shareholders approving the conversion; e. list of officials one level below the Directors who have at least expertise and/or experience in Sharia finance, accompanied by proof of such expertise and/or experience; and f. work plan for the first 2 (two) years after obtaining the license as a Sharia Financing Company, which must at least contain:
(4) For Financing Companies that have conducted all business activities based on Sharia Principles before this OJK Regulation is enacted, must submit license applications as Sharia Financing Companies within a maximum period of 1 (one) year from the enactment of this OJK Regulation, accompanied by the business license as a Financing Company and a list of Branch Offices.
Article 68
(1) In processing business license applications as referred to in Article 67 paragraph (2), OJK conducts:
a. analysis and research on the completeness of documents as referred to in Article 67 paragraph (3) or paragraph (4); b. feasibility analysis of the work plan as referred to in Article 67 paragraph (3) letter f; and
c. analysis of compliance with laws and regulations in the field of Sharia Financing.
(2) OJK grants approval or rejection of business license applications within a maximum of 30 (thirty) calendar days after the business license application documents as referred to in Article 67 paragraph (3) or paragraph (4) are received completely and correctly.
(3) In the event that OJK approves the business license application, OJK converts the Financing Company license into a Sharia Financing Company license.
(4) In the event that OJK rejects the business license application, the rejection is accompanied by a written explanation.
Article 69
(1) Sharia Financing Companies resulting from conversion as referred to in Article 67 paragraph (1) are exempt from:
a. capital adequacy provisions as referred to in Article 9; and b. the obligation to have Equity of at least:
(2) Equity of Sharia Financing Companies resulting from conversion as referred to in Article 67 paragraph (1) must be at least Rp50,000,000,000.00 (fifty billion Rupiah).
(3) Sharia Financing Companies resulting from conversion as referred to in Article 67 paragraph (1) must increase Equity to at least Rp100,000,000,000.00 (one hundred billion Rupiah) within a maximum of 5 (five) years from the date the business license for Sharia Financing Companies resulting from Separation is granted.
CHAPTER XI
REVOCATION OF BUSINESS LICENSES
Article 70
(1) Revocation of Company business licenses is conducted by OJK.
(2) Revocation of business licenses as referred to in paragraph (1) is conducted in the event that Companies:
a. dissolve; b. are subject to sanctions as referred to in this OJK Regulation;
c. change business activities; or
d. conduct Mergers or Consolidations.
(3) Before the revocation of business licenses is determined by OJK, Companies must settle their obligations to Debtors.
(4) The settlement procedure as referred to in paragraph (3) must be conducted based on applicable laws and regulations and considering the interests of Debtors.
Article 71
(1) In the event that Companies dissolve due to decisions of the General Meeting of Shareholders or Members' Meeting or for other reasons in accordance with applicable laws and regulations, liquidators or solvers must report the dissolution to OJK within a maximum of 20 (twenty) calendar days from the date the dissolution decision or determination is made.
(2) In the event that the deadline for submitting the dissolution report as referred to in paragraph (1) falls on a holiday, the submission deadline is the next working day.
(3) Reporting of dissolution as referred to in paragraph (1), using Format 32 as contained in the Appendix which is an integral part of this OJK Regulation, must be accompanied by:
a. documents serving as the basis for the dissolution decision or determination; and b. business license.
(4) Based on the reporting as referred to in paragraph (1), OJK revokes the Company's business license.
Article 72
(1) Companies intending to change business activities so that they are no longer Companies must obtain approval from OJK.
(2) Applications for approval of business activity changes as referred to in paragraph (1) using Format 33 as contained in the Appendix which is an integral part of this OJK Regulation, must be accompanied by:
a. draft Articles of Association containing plans for new business activities; and b. plans for settling rights and obligations related to financing business activities.
(3) Companies must report changes in business activities within a maximum of 15 (fifteen) calendar days since the Articles of Association were approved by the competent authority, using Format 34 as contained in the Appendix which is an integral part of this OJK Regulation, and must be accompanied by:
a. minutes of the General Meeting of Shareholders or Members' Meeting; and b. amended Articles of Association approved by the competent authority.
(4) In the event that the deadline for submitting reports on changes in business activities as referred to in paragraph (3) falls on a holiday, the submission deadline is the next working day.
(5) In the event that Companies do not fulfill the provisions as referred to in paragraph (2) letter b, OJK may list Directors and/or members of the Board of Commissioners in the Unqualified List (DTL) in the financial services sector.
(6) Based on the reporting as referred to in paragraph (3), OJK revokes the Company's business license.
Article 73
Companies whose business licenses have been revoked are prohibited from using the words finance, pembiayaan (financing), words characterizing financing activities, or Sharia financing, in the Company's name.
CHAPTER XII
FINANCING COMPANIES IN THE ELECTRICITY AND SHIPPING SECTORS
Article 74
Companies established specifically to conduct activities in the electricity sector are not required to fulfill the provisions of Article 10, Article 12 paragraph (1), and Article 17.
Article 75
Companies established specifically to conduct activities in the shipping sector are not required to fulfill the provisions of Article 10, Article 12 paragraph (1), and Article 17.
CHAPTER XIII
SANCTIONS
Article 76
(1) Companies that do not fulfill the provisions as referred to in Article 6 paragraph (1), Article 6 paragraph (2), Article 8, Article 11 paragraph (2), Article 12 paragraph (2), Article 14, Article 15 paragraph (3), Article 15 paragraph (4), Article 15 paragraph (6), Article 15 paragraph (7), Article 15 paragraph (8), Article 16, Article 17, Article 18, Article 40 paragraph (2), Article 44, Article 45 paragraph (1), Article 45 paragraph (2), Article 45 paragraph (3), Article 48 paragraph (3), Article 50, Article 51 paragraph (1), Article 51 paragraph (2), Article 51 paragraph (5), Article 52 paragraph (1), Article 53 paragraph (1), Article 54 paragraph (1), Article 55 paragraph (3), Article 56 paragraph (1), Article 57 paragraph (1), Article 57 paragraph (2), Article 57 paragraph (12), Article 59 paragraph (2), Article 61 paragraph (2), Article 62 paragraph (1), Article 63 paragraph (1), Article 66, Article 67 paragraph (4), Article 69 paragraph (3), Article 70 paragraph (3), Article 70 paragraph (4), Article 72 paragraph (3), and/or Article 73 of this OJK Regulation are subject to graduated administrative sanctions, namely:
a. warnings; b. suspension of business activities; and
c. revocation of the Company's business license.
(2) In addition to the sanctions as referred to in paragraph (1), OJK may impose additional sanctions, namely:
a. restriction of certain business activities; b. prohibition on opening networks of Branch Offices and offices other than Branch Offices;
c. reduction of risk assessment results;
d. cancellation of certain approvals; and/or e. re-assessment of competence and propriety.
(3) Companies violating the provisions as referred to in paragraph (1) but where the violation has been resolved, are still subject to the first warning sanction which ends automatically.
(4) In the event that Companies are subject to administrative sanctions in the form of warnings as referred to in paragraph (1) letter a, such warning sanctions may be issued in writing at most 3 (three) times consecutively with each validity period of a maximum of 2 (two) months.
(5) In the event that before the expiration of the warning sanction period as referred to in paragraph (4), Companies have fulfilled the provisions as referred to in paragraph (1), OJK revokes the warning sanction.
(6) In the event that the validity period of the third warning as referred to in paragraph (4) expires and Companies still do not fulfill the provisions as referred to in paragraph (1), OJK imposes sanctions for suspension of business activities.
(7) Sanctions for suspension of business activities are issued in writing and take effect from the date of determination for a maximum period of 6 (six) months.
(8) In the event that the validity period of warning and/or suspension of business activities sanctions expires on a holiday, warning and/or suspension of business activities sanctions remain valid until the next working day.
(9) Companies subject to sanctions for suspension of business activities as referred to in paragraph (6) are prohibited from conducting business activities.
(10) In the event that before the expiration of the suspension of business activities period as referred to in paragraph (7), Companies have fulfilled the provisions as referred to in paragraph (1), OJK revokes the suspension of business activities sanction.
(11) In the event that suspension of business activities sanctions are still in effect and Financing Companies continue to conduct financing business activities, OJK may directly impose sanctions for revocation of business licenses.
(12) In the event that by the expiration of the suspension of business activities period as referred to in paragraph (7), Companies still do not fulfill the provisions as referred to in paragraph (1), OJK revokes the business licenses of the respective Companies.
(13) OJK may announce sanctions for restriction of certain business activities as referred to in paragraph (2) letter a, suspension of business activities as referred to in paragraph (1) letter b, and/or sanctions for revocation of business licenses as referred to in paragraph (1) letter c to the public.
Article 77
(1) Financing Companies that have Sharia Business Units (UUS) and do not fulfill the provisions as referred to in Article 19, Article 20, Article 21 paragraph (1), Article 21 paragraph (4), Article 23 paragraph (1), Article 23 paragraph (2), Article 24 paragraph (1), Article 25 paragraph (1), Article 26 paragraph (1), Article 29 paragraph (1), Article 30, Article 31 paragraph (1), Article 33 paragraph (2), Article 33 paragraph (5), Article 34 paragraph (1), Article 35 paragraph (1), Article 35 paragraph (3), Article 35 paragraph (4), Article 37 paragraph (1), Article 37 paragraph (2), Article 38 paragraph (3), and/or Article 39 of this OJK Regulation are subject to graduated administrative sanctions, namely:
a. warnings; b. suspension of business activities of UUS; and
c. revocation of UUS business licenses.
(2) In addition to the sanctions as referred to in paragraph (1), OJK may impose additional sanctions, namely:
a. restriction of certain business activities; b. prohibition on opening networks of Sharia Business Unit Offices and/or offices other than Sharia Business Unit Offices;
c. reduction of risk assessment results;
d. cancellation of certain approvals; and/or e. re-assessment of competence and propriety.
(3) Financing Companies that have Sharia Business Units (UUS) violating the provisions as referred to in paragraph (1) but where the violation has been resolved, are still subject to the first warning sanction which ends automatically.
(4) In the event that Financing Companies that have Sharia Business Units (UUS) are subject to administrative sanctions in the form of warnings as referred to in paragraph (1) letter a, such warning sanctions may be issued in writing at most 3 (three) times consecutively with each validity period of a maximum of 2 (two) months.
(5) In the event that before the expiration of the warning sanction period as referred to in paragraph (4), Financing Companies that have Sharia Business Units (UUS) have fulfilled the provisions as referred to in paragraph (1), OJK revokes the warning sanction.
(6) In the event that the validity period of the third warning as referred to in paragraph (4) expires and Financing Companies that have Sharia Business Units (UUS) still do not fulfill the provisions as referred to in paragraph (1), OJK imposes sanctions for suspension of business activities of UUS.
(7) Sanctions for suspension of business activities of UUS are issued in writing and take effect from the date of determination for a maximum period of 6 (six) months.
(8) In the event that the validity period of warning and/or suspension of business activities of UUS sanctions expires on a holiday, warning and/or suspension of business activities of UUS sanctions remain valid until the next working day.
(9) Financing Companies that have Sharia Business Units (UUS) subject to sanctions for suspension of business activities of UUS as referred to in paragraph (6) are prohibited from conducting business activities.
(10) In the event that before the expiration of the suspension of business activities of UUS period as referred to in paragraph (7), Financing Companies that have Sharia Business Units (UUS) have fulfilled the provisions as referred to in paragraph (1), OJK revokes the suspension of business activities of UUS sanction.
(11) In the event that suspension of business activities of UUS sanctions are still in effect and Financing Companies that have Sharia Business Units (UUS) continue to conduct financing business activities, OJK may directly impose sanctions for revocation of UUS business licenses.
(12) In the event that by the expiration of the suspension of business activities of UUS period as referred to in paragraph (7), Financing Companies that have Sharia Business Units (UUS) still do not fulfill the provisions as referred to in paragraph (1), OJK revokes the business licenses of the respective UUS.
(13) OJK may announce sanctions for restriction of certain business activities as referred to in paragraph (2) letter a, suspension of business activities of UUS as referred to in paragraph (1) letter b, and/or revocation of UUS business licenses as referred to in paragraph (1) letter c to the public.
Article 78
In the event that Companies receive administrative sanctions in the form of warnings as referred to in Article 76 paragraph (1) letter a and Article 77 paragraph (1) letter a cumulatively 5 (five) times or more within a period of 2 (two) years, OJK may request Directors and/or the Board of Commissioners to undergo re-assessment of competence and propriety.
CHAPTER XIV
TRANSITIONAL PROVISIONS
Article 79
Financing Companies that have obtained business licenses before this OJK Regulation is enacted, business licenses as Financing Companies are declared still valid.
Article 80
Provisions regarding the use of names as referred to in Article 7 paragraph (1) do not apply to Companies that have obtained business licenses before this OJK Regulation is enacted, provided that Companies do not change the Company's name.
Article 81
(1) Provisions regarding foreign ownership limits as referred to in Article 10 do not apply to Companies that have obtained business licenses before this OJK Regulation is enacted, provided that Companies do not make changes to capital, changes to the composition of shareholders, and/or changes to shareholders.
(2) For Companies that exceed foreign ownership limits as referred to in Article 10 before this OJK Regulation is enacted and make changes to capital, changes to the composition of shareholders, and/or changes to shareholders, the provisions as referred to in Article 10 are declared effective as of December 31, 2019.
Article 82
For Companies that have obtained business licenses before this OJK Regulation is enacted, the provisions as referred to in Article 15, Article 16, Article 17, and Article 18 are declared effective 2 (two) years from the enactment of this OJK Regulation.
Article 83
Provisions as referred to in Article 37 paragraph (1) letter a become effective 1 (one) year from the enactment of this OJK Regulation.
Article 84
(1) Every administrative sanction that has been imposed on Financing Companies based on:
a. Ministry of Finance Regulation Number 84/PMK.012/2006 concerning Financing Companies; b. Ministry of Finance Regulation Number 30/PMK.010/2010 concerning the Application of Customer Due Diligence Principles for Non-Bank Financial Institutions;
c. Ministry of Finance Regulation Number 43/PMK.010/2012 concerning Consumer Financing Advance Payments for Motor Vehicles on Financing Companies as amended by Ministry of Finance Regulation Number 220/PMK.010/2012;
d. Ministry of Finance Regulation Number 130/PMK.010/2012 concerning Fiducia Guarantee Registration for Financing Companies Conducting Consumer Financing for Motor Vehicles with Fiducia Guarantees; is declared valid and effective.
(2) Financing Companies that have not been able to overcome the causes of administrative sanctions as referred to in paragraph (1) are subject to subsequent sanctions in accordance with this OJK Regulation.
CHAPTER XV
CLOSING PROVISIONS
Article 85
At the time this OJK Regulation comes into force, provisions regarding business licensing and institutional structure for Companies are subject to this OJK Regulation.
Article 86
Article 86
This Financial Services Authority Regulation shall take effect on the date of its promulgation.
To ensure that everyone is aware of it, the promulgation of this OJK Regulation is ordered by placing it in the State Journal of the Republic of Indonesia.
Established in Jakarta on November 19, 2014
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY,
Signed,
MULIAMAN D. HADAD
Promulgated in Jakarta on November 19, 2014
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
Signed,
YASONNA H. LAOLY
STATE JOURNAL OF THE REPUBLIC OF INDONESIA YEAR 2014 NUMBER 363 Copy consistent with the original Director of Law 1 Ministry of Law, Signed, Tini Kustini
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Amended 1 time · last 2020-11-26
Source: Otoritas Jasa Keuangan (Financial Services Authority) — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works