Bourse Demutualization: Watchdog Caps New Shareholder Ownership at 50% to Protect Independence

JAKARTA, Investortrust.id — Strategic investors entering the Indonesia Stock Exchange (BEI) under its demutualization initiative will be legally barred from acquiring a controlling equity stake exceeding 50%.

The ownership ceiling is anchored directly in the draft regulation currently being finalized by the Financial Services Authority (OJK).

Demutualizing Southeast Asia’s largest equity market shifts the bourse from a member-owned utility into a profit-oriented commercial corporation, opening the door for sovereign and institutional capital to finance technical upgrades. Placing a hard 50% statutory ceiling on new investors ensures that incoming state entities or private conglomerates cannot monopolize trading governance, preserving regulatory neutrality and shielding capital market surveillance from conflicts of interest.

Speaking to journalists at the BEI Building in Jakarta on Friday, Sept. 18, 2026, BEI Director of Development Iding Pardi emphasized that the ownership boundary is non-negotiable.

"In the provisions of the OJK draft regulation, new ownership above 50% is not permitted by the OJK; it is already stipulated in the rules that a majority is not allowed," Iding said.

Iding noted that while the exact ownership allocations for prospective strategic backers remain under review, the regulator has drawn an unbreachable upper limit.

"As I mentioned earlier, it is not yet certain, and we do not know the exact figure, but what is clear is that anything above 50% is not permitted," Iding stressed.

Safeguarding Neutrality Across Governance

The regulatory cap aims to insulate the bourse from outside interference, making operational independence the central pillar of the demutualization statute.

"The core message of the regulation is to ensure that the arrival of new shareholders through demutualization does not threaten or disrupt the exchange's independence," Iding explained. "The regulation places heavy emphasis on ensuring the bourse remains fully independent."

Iding added that the OJK is establishing safeguards that extend beyond the core demutualization rule into parallel directives covering corporate governance, board leadership, and fiscal allocations.

"How will independence be maintained? That will definitely be regulated by the OJK, not only through the demutualization rule, but other regulations will also govern it—for instance, what the board of directors looks like and how the budget is set," Iding said. "The OJK will regulate matters in such a way that the exchange's independence remains intact, including restricting new shareholders from doing this or that."

Danantara Stake Awaits Regulatory Green Light

The regulatory guardrails land as newly formed sovereign investment management agency Badan Pengelola Investasi Daya Anagata Nusantara (Danantara) moves to secure a significant footprint in the domestic exchange operator.

Internal BEI management documents presented during a shareholder briefing on Sept. 9, 2026, show that Danantara’s proposal to acquire a 40.12% equity interest remains conditional upon the release of the OJK's shareholder regulations.

Danantara’s prospective entry is structured via a rights issue mechanism. Due diligence on the stock exchange commenced on Aug. 11, 2026, and reached its final reporting phase on Sept. 11, 2026.

If Danantara completes the 40.12% acquisition, the collective ownership stake held by existing exchange member brokerages (Anggota Bursa) will shrink from 87.38% to 51.16%. Non-member equity would adjust from 1.94% to 2.32%, while treasury shares would decline from 10.68% to 6.40%.