Indonesia already acknowledges and adopts equity crowdfunding since 2018 and later broaden the term into securities crowdfunding regulations since 2020. Due to the rapid development of technology, the government believes that the previous regulation should be updated. Subsequently, the government, through the Financial Services Authority (OJK) issued OJK Regulation No. 17 of 2025 on 11 July 2025 (2025 Reg). This regulation revokes and amends the previous regulation, namely OJK Regulation No. 57/POJK.04/2020, as lastly amended by OJK Regulation No. 16/POJK.04/2021 (2020 Reg). This publication will elucidate the key distinctions between the two regulations.
Business Activities
The 2025 Regulation broadens the scope of business activities that can be carried out by the operators. It includes other activities as permitted by the OJK. From the socialization by the OJK, it is understood that this covers the distribution of government’s securities.
Scope of Securities
The scope of securities covered by the 2025 Regulation is broader compared to the 2020 Regulation. The 2025 Regulation defines securities as securities or investment contracts in conventional, digital, or other forms, subject to technological advancements which grants economical benefit of such securities which is tradeable and/or traded in capital market. In line with the spirit of the issuance of this regulation, which aims to embrace technological development, the 2025 Reg now acknowledges securities in digital form. However, the 2025 Reg clearly stipulates that the funds must be utilized in Indonesia.
Capital Requirements
The 2025 Reg imposes significantly higher capital requirements compared to the 2020 Reg. Whereas the 2020 Reg mandates that the operator possess an issued and paid-up capital of a minimum IDR 2.5 billion, the 2025 Reg substantially increases this requirement by a factor of 10, setting the minimum capital requirement at IDR 25 billion. This requirement was exempted for the operators who have obtained a license prior to the issuance of this regulation or who are currently in the process of applying for a license prior to its issuance.
The 2025 Reg also stipulates that the operator must maintain a minimum equity of IDR 5 billion. For operators who have obtained a license prior to the issuance of this Regulation or who are currently in the process of applying for a license prior to its issuance, it is permissible to fulfill this requirement in stages within a five-year period.
Foreign Ownership
Both regulations continue to restrict foreign ownership participation to a maximum of 49%.
Dual Position
The 2025 Reg prohibits members of the board of directors and board of commissioners of the operator company from holding dual positions in other operators. Additionally, the regulation mandates that members of the board of directors must be domiciled in Indonesia. Subsequently, if the operator employs a foreign director, that foreign director must also be domiciled in Indonesia.
Fit and Proper Test Requirements
Similar to other institutions under the OJK supervision, the Reg 2025 introduces the concept of fit and proper test requirements to the prospective controlling shareholders and members of the board of directors and board of commissioners of the operators.
Escrow Account
Previously, 2020 Reg mandates that operators must utilize escrow accounts in banks to receive funds from investors. 2025 Reg establishes a similar yet distinct mechanism, requiring investors to maintain accounts with depository and settlement institutions. This new requirement is set to be implemented within 12 months of 2025 Reg’s promulgation date. The OJK stipulates that the reason behind this change is to minimize the administration costs/expenses which can potentially result in greater benefits for operators and investors.
Personal Data Protection
The 2025 Regulation contains more stringent provisions regarding personal data protection, including the obligations to obtain consent from the data owner and the requirements for data storage and deletion.
Commentary
2025 Reg regulates more complex requirements concerning the securities crowdfunding activities in Indonesia. Specifically, it significantly increases the capital requirement of the operators. From the invetors perspective, this would give more comfort and assurance as the one acting as the operators should be a bonafide companies. On the other hand, it would be more difficult for new players to enter the market. Subsequently, we see that more M&A transactions will be trigerred as the existing operators were grandfathered from the new capital requirements.
For Further Information, Please Contact:
MetaLAW, Legal Consultant, Jakarta, Indonesia
general@metalaw.id
1. Peraturan OJK No. 17 Tahun 2025 tentang Penawaran Efek Melalui Layanan Urun Dana Berbasis Teknologi Informasi
