01 Oct 2026 · TAMA Insight
POJK 13/2026: Regulation of Stock Exchange Shareholders and Ownership Structure
Financial Services Authority Regulation No. 13 of 2026 on Stock Exchange Shareholders (“POJK 13/2026”) specifically regulates the ownership structure, ownership limitations, and governance of stock exchange shareholders. POJK…
Financial Services Authority Regulation No. 13 of 2026 on Stock Exchange Shareholders (“POJK 13/2026”) specifically regulates the ownership structure, ownership limitations, and governance of stock exchange shareholders. POJK 13/2026 was issued to implement Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector, as amended by Law No. 4 of 2026 (“P2SK Law”), which mandates the OJK to further regulate stock exchange shareholders.
This regulation forms part of the broader change in the ownership structure of the stock exchange under the demutualization framework. Through POJK 13/2026, ownership of the stock exchange is no longer limited to exchange members, but may be extended to individuals and Indonesian legal entities, including parties that are not exchange members. At the same time, POJK 13/2026 continues to place emphasis on the independence, governance, and integrity of the stock exchange.
1. Regulatory Framework and Purpose of Stock Exchange Demutualization
POJK 13/2026 places the regulation of shareholders within the broader governance framework applicable to the stock exchange. The stock exchange must be managed professionally by observing the principles of accountability, transparency, effectiveness, efficiency, fairness, and sustainability.
In this context, demutualization refers to a change in the ownership structure of the stock exchange from a model in which ownership was previously limited to exchange members to a structure that allows ownership by individuals and/or Indonesian legal entities, whether or not they are exchange members. This change provides room for a broader shareholder base while separating share ownership from exchange membership.
At the same time, the expansion of ownership must continue to take into account the independence of the stock exchange, market integrity, and the regulatory and supervisory functions exercised by the OJK. Accordingly, changes to the ownership structure do not alter the position of the stock exchange as part of the infrastructure of the capital market.
2. Structure and Classification of Stock Exchange Shares
POJK 13/2026 provides that stock exchange shares are registered shares that, in principle, have the same nominal value and voting rights. Each share carries one voting right, meaning that voting rights are generally linked to the number of shares held.
Nevertheless, the stock exchange may have more than one class of shares with different rights, provided that it first obtains approval from the OJK. The relevant share classifications must subsequently be reflected in the stock exchange’s articles of association.
This framework provides flexibility in the structure of stock exchange shares while maintaining the OJK’s approval as part of the regulatory oversight of changes to share classifications and the rights attached to such shares.
3. Parties Eligible to Become Stock Exchange Shareholders
POJK 13/2026 expands the categories of persons that may hold shares in the stock exchange. Shareholders may consist of individuals and/or Indonesian legal entities, whether or not they are exchange members.
For individuals, ownership of stock exchange shares may only be obtained through a public offering or after the stock exchange has conducted a public offering. Accordingly, prior to a public offering, ownership will generally be held by legal entities that satisfy the applicable requirements for stock exchange shareholders.
This framework also confirms that shareholder status is no longer automatically linked to exchange membership. Conversely, an exchange member is not necessarily required to hold shares in the stock exchange.
4. Functions and Obligations of Shareholders
POJK 13/2026 not only regulates who may become a shareholder but also establishes a framework for the exercise of shareholder functions. In exercising their rights and functions, shareholders must take into account the governance principles applicable to the stock exchange.
This is particularly relevant in the context of demutualization, as the separation of ownership from exchange membership may result in a broader shareholder base. Accordingly, the exercise of shareholder rights must remain within the applicable governance framework and should not override the independence or functions of the stock exchange in operating the capital market.
5. Ownership by the Ministry of Finance, Bank Indonesia, and Danantara
POJK 13/2026 specifically permits the Ministry of Finance, Bank Indonesia, and the Daya Anagata Nusantara Investment Management Agency (“Danantara”) to become shareholders of the stock exchange.
Ownership by these parties must be implemented in accordance with the applicable laws and regulations and while maintaining the independence of the stock exchange. POJK 13/2026 also allows these parties to appoint other parties as stock exchange shareholders in accordance with the mechanisms prescribed under the applicable laws and regulations.
This framework provides room for the involvement of state institutions and relevant authorities in the ownership structure of the stock exchange while maintaining the principle of stock exchange independence as part of the capital market governance framework.
6. Restrictions on Share Transfers
Prior to the stock exchange conducting a public offering, transfers of stock exchange shares are restricted to Indonesian legal entities, whether or not they are exchange members, as well as the Ministry of Finance, Bank Indonesia, and Danantara.
These restrictions cease to apply after the stock exchange conducts a public offering. Accordingly, the public offering represents an important point in the transition of the stock exchange’s ownership structure from a more restricted structure to a more open ownership structure.
POJK 13/2026 also allows a stock exchange shareholder that is a clearing member to provide its stock exchange shares as collateral for securities transactions to the Clearing and Guarantee Institution. The technical arrangements for such collateralization will follow the provisions established by the Clearing and Guarantee Institution.
7. Cancellation of Rights Attached to Shares in Certain Circumstances
POJK 13/2026 grants the OJK authority to take action in relation to share ownership in certain circumstances. These include circumstances where a shareholder is declared bankrupt, is subject to certain legal sanctions, or where there is dominance or concentration of ownership and/or control by a single party, whether directly or indirectly.
In such circumstances, the OJK may order the transfer of the shares to another party and/or declare that the shareholder does not have voting rights.
This mechanism provides the OJK with an instrument to address ownership structures that may affect the control or governance of the stock exchange.
8. Share Ownership Limits and OJK Approval
POJK 13/2026 establishes a general 5% ownership threshold for stock exchange shares. Ownership of, or a change in, stock exchange shareholding above that threshold requires OJK approval.
In granting such approval, the OJK may consider, among other matters, the applicant’s track record, financial capacity, commitment, and contribution to the development of the stock exchange. Accordingly, ownership above the applicable threshold is not solely a matter of acquiring the relevant shares, but also requires regulatory approval.
An application for approval must be accompanied by the information and documents required under POJK 13/2026, including the applicant’s identity, evidence of financial capacity, a plan for contributing to the development of the stock exchange, and a statement concerning the source of funds. For the Ministry of Finance, Bank Indonesia, and Danantara, the approval process is conducted through coordination with the OJK.
POJK 13/2026 also authorizes the OJK to conduct clarification, request presentations, conduct on-site examinations, and/or request additional documents as part of the approval process.
9. Prohibition on Majority Ownership
In addition to establishing ownership limits and an approval mechanism, POJK 13/2026 prohibits any party from holding a majority ownership interest in the stock exchange, whether directly or indirectly, including through its affiliates.
This provision is intended to address concentration of ownership and control over the stock exchange. Where there is a condition of dominance or concentration of ownership that is inconsistent with the applicable requirements, the OJK may take action under the relevant regulatory framework, including ordering the transfer of shares or restricting voting rights.
Accordingly, approval for ownership above the general threshold should not be construed as approval to acquire a majority ownership interest. The prohibition on majority ownership remains a separate requirement under POJK 13/2026.
10. Administrative Sanctions for Breaches of Ownership and Governance Requirements
POJK 13/2026 provides for administrative sanctions for violations of the share ownership requirements, including the requirement to obtain OJK approval for ownership above the applicable threshold and the prohibition on majority ownership.
Sanctions may also be imposed on parties that cause a violation to occur. Depending on the nature of the violation, sanctions may include written warnings, fines, restrictions on business activities, suspension of business activities, revocation of business licenses, cancellation of approvals, cancellation of registrations, and/or revocation of individual licenses.
In addition, violations of the requirements concerning the issuance of different share classifications without OJK approval or the obligation of shareholders to observe the applicable governance principles may also result in administrative sanctions.
11. Separation of Share Ownership and Exchange Membership
One of the significant changes introduced by POJK 13/2026 is the separation of share ownership from exchange membership. Accordingly, an individual or legal entity may become a shareholder without automatically becoming an exchange member.
Conversely, exchange membership does not, by itself, confer ownership rights in the stock exchange. This separation reflects the demutualization framework, under which the stock exchange may have a broader ownership structure than under the previous mutual model.
12. Public Offering of Stock Exchange Shares
POJK 13/2026 permits the stock exchange to conduct a public offering of its shares after obtaining OJK approval.
A public offering provides a mechanism for expanding the stock exchange’s shareholder base, including by allowing individuals to access ownership in accordance with POJK 13/2026. Following the public offering, certain restrictions applicable to share transfers prior to the public offering will also cease to apply.
Further provisions concerning the implementation of a public offering by the stock exchange and the supervision of the stock exchange following the public offering will be determined by the OJK.
Conclusion
POJK 13/2026 establishes a new framework for stock exchange ownership in the context of demutualization. The regulation expands the categories of parties that may become shareholders, separates share ownership from exchange membership, and allows the Ministry of Finance, Bank Indonesia, and Danantara to participate in the stock exchange’s ownership structure.
At the same time, the broader ownership framework is accompanied by specific restrictions. Ownership above the 5% threshold requires OJK approval, majority ownership is prohibited, and the OJK has authority to take action in relation to certain ownership structures involving dominance or concentration of control. POJK 13/2026 also provides administrative sanctions for breaches of ownership and governance requirements.
Overall, POJK 13/2026 establishes a more open ownership framework for the stock exchange while continuing to place governance, independence, and OJK supervision at the center of that framework. For shareholders, prospective investors, exchange members, and other stakeholders involved in the ownership structure of the stock exchange, the requirements concerning ownership thresholds, OJK approval, the separation of ownership and membership, and potential regulatory actions and sanctions are important considerations in any transaction or change involving stock exchange ownership.
This alert is part of a series examining recent developments in Indonesia’s financial services and capital markets regulatory framework. Please feel free to contact us should you wish to discuss these developments further.
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