Financial Watchdogs Capped Stock Exchange Ownership at 5% Ahead of Major Demutualization

JAKARTA, Investortrust.id — The Financial Services Authority (OJK), the country's integrated capital market regulator, is imposing a 5% statutory ownership cap on single investors under forthcoming regulations governing the demutualization of the Indonesia Stock Exchange (IDX).

Announced Thursday by OJK Chief Executive of Capital Market Supervision Hasan Fawzi at the parliamentary complex in Jakarta, the planned rulebook restricts commercial institutions and private brokerages from building controlling stakes in Southeast Asia’s largest bourse operator. However, financial regulators carved out sweeping exemptions for designated strategic investors, granting state entities the legal pathway to command outsized influence.

Demutualizing the country's sole stock exchange from a broker-owned club into a commercial enterprise is a critical structural reform designed to attract institutional capital and mirror global venues like the NYSE and SGX. By setting a low 5% ownership limit for general players while opening the door to sovereign balance sheets, regulators aim to prevent hostile takeovers and monopolistic capture while anchoring market infrastructure to long-term state policy.

Carving Out Exceptions for Sovereign Heavyweights

The draft regulation aligns directly with the Financial Sector Development and Strengthening Law (UU P2SK), the landmark financial reform statute passed to modernize Indonesia’s capital markets. Under this legal framework, key institutions—specifically the Ministry of Finance, Bank Indonesia (BI), and sovereign investment management agency Danantara—are positioned to take strategic equity stakes well above the general limit.

Regulators confirmed that the exemption is not exclusively reserved for state agencies, leaving the door ajar for global exchange groups or key financial institutions that qualify as strategic partners. Any stakeholder aiming to cross the 5% threshold must submit to extensive regulatory reviews and secure formal OJK clearance.

"In the current draft regulation, we have stated the ownership limit at 5%," said Hasan Fawzi, Chief Executive of Capital Market, Financial Derivatives, and Carbon Exchange Supervision at the OJK, when speaking to journalists at the Senayan Parliamentary Complex on Thursday. "If those criteria are met and permitted through our review and approval process, certain qualifying parties may still hold shares in the Stock Exchange beyond the 5% cap."

Extraordinary Shareholder Vote Ahead

Despite regulatory guidelines, final equity allocations will depend on corporate actions executed directly by the bourse operator. Any issuance or transfer of shares to designated strategic partners requires formal revisions to the exchange's articles of association and internal regulatory framework.

The bourse operator will present the entire demutualization roadmap to existing member brokers during an upcoming Extraordinary General Meeting of Shareholders (RUPSLB). Brokerages and prospective institutional buyers are now awaiting final text on the regulation to determine the exact equity valuation and corporate governance structure of the privatized bourse.