Watchdog Caps Bourse Stake at 5% Under New Landmark Rule Meta

JAKARTA, Investortrust.id — Indonesia's Financial Services Authority (OJK) has officially enacted a landmark regulation governing share ownership in the national exchange operator, establishing the legal foundation to demutualize Southeast Asia’s largest equity market. The rule, codified as OJK Regulation No. 13 of 2026 on Indonesia Stock Exchange Shareholders, formally took effect upon its promulgation on Sept. 17, 2026.

Demutualizing the Indonesia Stock Exchange (BEI) transforms the bourse from an exclusive, member-owned club into a commercial corporate vehicle open to strategic and public capital. By enforcing a standard 5% individual ownership cap and an absolute 50% majority ownership ban, regulators aim to commercialize exchange operations while insulating market oversight, trading surveillance, and regulatory neutrality from conglomerate capture or monopolistic conflicts of interest.

Mandate for Market Demutualization

The regulatory rollout fulfills the statutory mandate outlined in Point 63, point 3a of Article 8 under Law No. 4 of 2026, which amends Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector (UU P2SK). The statute grants the OJK regulatory authority to establish detailed ownership guidelines for national exchanges. POJK 13/2026 provides the legal basis for the bourse operator to execute demutualization.

Under this framework, the exchange's ownership structure—previously restricted solely to licensed broker-dealer members (Anggota Bursa)—is broadened to include domestic individuals and Indonesian legal entities, regardless of whether they hold trading membership seats.

OJK Executive Head of Capital Market, Derivative Finance, and Carbon Exchange Supervision Hasan Fawzi stated that demutualizing the bourse forms an integral component of the regulator's action plan to accelerate integrity reforms across domestic capital markets.

"The demutualization structure of the stock exchange—which permits broad ownership by exchange members, strategic investors, and the general public—will drive improvements in corporate governance, unlock broader access to capital, and accelerate the bourse's expansion," Fawzi said in an official statement on Monday, Sept. 21, 2026.

Governance Safeguards and Ownership Caps

The new regulation sets explicit governance provisions covering exchange equity structure, the legal separation of share ownership from trading membership, demutualization mechanics, the structural division between commercial operations and self-regulatory functions, dividend distribution policies, and statutory reporting duties.

To safeguard institutional independence while strengthening supervisory oversight, the regulation establishes several key parameters: the demutualization must strictly preserve the stock exchange’s operational neutrality, market integrity, and self-regulatory and supervisory oversight under the OJK.

Equity ownership by non-member market participants must not compromise the bourse's independence. Share ownership in the stock exchange is legally decoupled from trading membership status. An individual shareholder may own up to a maximum of 5% of total issued exchange shares.

Any shareholding exceeding 5% requires prior written approval from the OJK to prevent market domination, ownership concentration, or external unilateral control. No single party is permitted to acquire majority control exceeding 50% of bourse shares, whether directly, indirectly, or through corporate affiliates.

Candidates for the exchange’s board of directors and board of commissioners must successfully pass the OJK’s mandatory fit-and-proper evaluation prior to formal appointment. Shareholders, directors, and commissioners remain legally bound by prevailing capital market statutes and regulatory frameworks in the execution of their corporate authority.