Key Points to Note Regarding the OJK Regulation on IDX Demutualisation

The rules for the demutualisation of the exchange have finally been released. The Financial Services Authority (Oversight/OJK) has issued POJK Number 13 of 2026 concerning Shareholders of the Stock Exchange, which regulates the implementation of the demutualisation of the Indonesia Stock Exchange (IDX).

There are several important regulatory points within this demutualisation POJK. The most significant concerns the provisions regarding the shareholders of the Indonesia Stock Exchange (IDX).

Here are several key aspects of the exchange demutualisation policy:

1. The Ministry of Finance, Bank Indonesia, and Danantara may become shareholders of the Exchange. All three are permitted to hold shares in the Exchange in accordance with laws and regulations, and may appoint other parties as shareholders.

2. Shareholders of the Exchange are no longer limited to Exchange Members. The POJK allows individuals and Indonesian legal entities, whether they are Exchange Members or not, to become shareholders of the Exchange. Individuals may only become shareholders through a Public Offering or after the Stock Exchange conducts a Public Offering.

3. Share ownership is separated from Exchange membership status. Companies with the status of Exchange Members do not automatically become shareholders of the Exchange, while shareholders of the Exchange are not required to hold membership status.

4. Maximum ownership without OJK approval is 5%. Any party may hold shares in the Exchange, either directly or indirectly, up to 5%, whereas ownership exceeding 5% must obtain approval from the OJK.

5. The OJK will verify ownership down to the ultimate beneficial owner. Regulations regarding indirect ownership include the party acting as the ultimate beneficial owner (UBO), including through affiliations or coordinated cooperative relationships.

6. No single shareholder may hold a majority stake in the Exchange. The POJK prohibits any party from holding a majority stake in the Exchange, whether directly or indirectly, including through affiliation, where majority is defined as more than 50%.

In addition to ownership, the POJK stipulates that shareholders of the Exchange who are also Exchange Members shall not receive preferential tariff treatment in trading. Trading access must be provided transparently and without tariff discrimination.

The regulation also separates the regulatory, supervisory, and business functions within the Exchange. Directors overseeing regulatory functions must be separated from directors overseeing supervisory or business functions.

To strengthen this separation, the Exchange is required to implement information barriers to limit the flow of data from the regulatory, licensing, and supervisory units to the business units of the Exchange.

Despite the change in ownership structure through demutualisation, the regulatory and supervisory functions of the Exchange remain under the supervision of the OJK. The independence of the Exchange and market integrity must be maintained.

Regarding foreign ownership, this POJK states that shareholders of the Exchange consist of individuals and/or Indonesian legal entities. However, specific provisions regarding the ownership limits for foreign investors have not yet been detailed.

Furthermore, the separation of directorial functions and the implementation of information barriers must be applied no later than six months from the implementation of the Exchange’s demutualisation, which follows the General Meeting of Shareholders (RUPS) approving the entry of new shareholders other than Exchange Members.