Indonesian version: Perubahan Aturan Pencatatan Saham di Bursa Efek Indonesia: Implikasi bagi Perusahaan Tercatat, Calon Emiten, dan Pengendali
On 31 March 2026, PT Bursa Efek Indonesia (Indonesia Stock Exchange or IDX) issued and brought into force Board of Directors Decree No. Kep-00045/BEI/03-2026, amending Regulation No. I-A on the Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies. The Decree revokes the previous regime that had applied since December 2021 and also revokes the special free float policy for listed companies implementing multiple voting shares.
The most consequential change is not only at the entry point for new listings, but also in the ongoing requirements for remaining listed. Listed Companies are now directed toward a minimum Free Float Shares threshold of 15%, with transition periods ending on specified dates. For companies currently below that threshold, the deadline means that a compliance plan should be prepared now, not shortly before the relevant cut-off date.
Key changes
15% free float threshold. Listed Companies must meet Free Float Shares of at least 15% of listed shares and at least 50,000,000 shares, with different transition periods depending on market capitalization as of 31 March 2026.
Tiered initial listing free float requirements. The free float threshold for initial listing is now tiered by market capitalization, at 25%, 20%, or 15%.
New continuing Main Board criteria. The Main Board now has its own set of quantitative continuing criteria covering performance, equity, shareholder numbers, valuation, and sanctions record.
Board transfer evaluation twice a year. IDX conducts listing board transfers every May and November based on the latest audited financial statements.
Special multiple voting shares policy revoked. The special free float policy for companies with multiple voting shares has been revoked and declared no longer valid.
New competency requirements. There are new requirements relating to certified financial-statement preparers and continuing education for the Board of Directors, Board of Commissioners, and Audit Committee, each with its own effective date.
Free float: 15% threshold and transition timeline
The continuing listing requirements require Free Float Shares of at least 50,000,000 shares and at least 15% of listed shares, calculated after one year from the listing date. To allow adjustment, the Decree sets transition periods differentiated by market capitalization as of 31 March 2026.
| Position as of 31 March 2026 | Compliance deadline | Required threshold |
|---|---|---|
| Market capitalization of at least IDR5 trillion, with free float below 12.5% | 31 March 2027 | At least 12.5% |
| Same group, second stage | 31 March 2028 | At least 15% |
| Market capitalization of at least IDR5 trillion, with free float from 12.5% to below 15% | 31 March 2027 | At least 15% |
| Market capitalization below IDR5 trillion | 31 March 2029 | At least 15% |
This transition structure has practical consequences. Larger-cap companies may face tighter deadlines than companies with market capitalization below IDR5 trillion. A large company with a 14% free float must reach 15% by 31 March 2027, while a smaller company with a free float far below the threshold has until 31 March 2029.
IDX may set a different timeframe for the transition provisions by taking market conditions into account, after obtaining approval or an order from the Financial Services Authority (OJK). This possibility should not be used as the basis for planning, because its application is policy-based and cannot be predicted.
For companies currently below the threshold, compliance options may involve corporate actions or ownership transactions that take time, such as a rights issue, a private placement, or a sale of shares by the controller/major shareholder. Each option still needs to be tested against the definition of Free Float Shares, the relevant OJK rules, corporate approvals, valuation, dilution, and control implications.
Initial listing: tiered free float thresholds
For Prospective Listed Companies, the required number of Free Float Shares after a public offering is now determined on a tiered basis by market capitalization before the listing date, with different minimum share numbers for the Main Board and Development Board.
| Market capitalization before listing | Minimum free float percentage | Minimum number of shares |
|---|---|---|
| Below IDR5 trillion | 25% | Main Board: 300 million shares; Development Board: 150 million shares |
| IDR5 trillion to IDR50 trillion | 20% | Main Board: 300 million shares; Development Board: 150 million shares |
| More than IDR50 trillion | 15% | Main Board: 300 million shares; Development Board: 150 million shares |
IDX has authority to set a different minimum number of Free Float Shares for a Prospective Listed Company conducting a public offering that raises at least IDR30 trillion. The minimum shareholder number is 1,000 SID-owning customers for the Main Board and 500 SID-owning customers for the Development Board.
Point to note: The minimum number of Free Float Shares at initial listing must be maintained until one year after the listing date. After that period, the continuing listing threshold applies. Post-offering ownership planning therefore needs to account for two thresholds at the same time, not only the threshold applicable on the listing date.
Criteria for remaining on the Main Board
The amendment introduces a set of quantitative criteria that must be satisfied by a Listed Company in order to remain on the Main Board. These criteria are cumulative, with certain items allowing alternative tests.
| Aspect | Requirement |
|---|---|
| Performance | No net loss for two consecutive years, or compound annual growth rate of revenue of at least 20% over the last three years |
| Equity | No negative equity in the latest financial statements |
| Shareholders | More than 750 SID-owning customers |
| Free float value | Market capitalization of Free Float Shares of more than IDR200 billion |
| Valuation | Price-to-earnings ratio not more than three times the market ratio, or price-to-book value ratio not more than three times the market ratio, or market capitalization of at least IDR12 trillion |
| Sanctions record | No written warning III from IDX during the last one year |
| Audit opinion | Annual audited financial statements have received an unmodified opinion for two consecutive financial years |
The valuation criterion is a relatively uncommon element in listing requirements. Because the price-to-earnings and price-to-book value ratios are compared against market ratios, compliance is not fully within the company’s control. Market conditions may change an issuer’s relative position even without any change in its fundamental performance.
Board transfers: May and November evaluations
IDX conducts listing board transfers every May and November based on the latest audited financial statements. Specifically for the equity and valuation requirements, the assessment may use unaudited financial statements. The transfer becomes effective in accordance with the IDX announcement.
Board transfers can occur in both directions. A Listed Company on the Development Board may move to the Main Board if it satisfies requirements including at least 36 months of commercial operations, an unmodified audit opinion for the last two financial years, one of five financial tests, no condition or case that may materially affect business continuity, and adequate corporate governance. Conversely, a Listed Company on the Main Board that no longer satisfies the criteria will be moved to the Development Board.
Practical implication: Because evaluation takes place twice a year and partly uses unaudited financial statements, monitoring the company’s position against the Main Board criteria should become a regular management agenda, not an annual exercise. A board transfer can affect market perception in ways that may not be proportionate to its technical cause.
Controller obligations and revocation of the multiple voting shares policy
If determined by IDX, the Controller of a Prospective Listed Company must maintain control and/or is prohibited from transferring part or all of its share ownership for at least 12 months from the listing date, or for another period determined by IDX. The determination takes into account the Controller’s strategic role and investor protection. If a planned change of Controller is stated in the prospectus, this requirement also applies to the new prospective Controller.
At the same time, the Decree revokes Board of Directors Decree No. Kep-00014/BEI/03-2022 on the Special Policy for Free Float Shares for Listed Companies Implementing Multiple Voting Shares. With that revocation, companies with multiple voting share structures are subject to the same free float requirements as other issuers.
Competency requirements: financial-statement preparer and continuing education
There are two new competency requirements that apply both at the initial listing stage and as continuing listing requirements.
Financial-statement preparer. A company must have at least one financial-statement preparer, namely a member of the Board of Directors or an employee who has an accounting competency certificate issued by a professional organization recognized in Indonesia or by an international organization. Alternatively, the company may appoint a practicing accountant or public accountant as the financial-statement preparer. As a continuing listing requirement, this provision applies from 31 March 2027.
Continuing education. The Board of Directors, Board of Commissioners, and Audit Committee must have attended and completed continuing education on capital markets and corporate governance. This requirement applies after the relevant IDX Circular Letter on continuing education is issued and brought into force.
The difference in effective dates between these two requirements is important. The financial-statement preparer requirement has a fixed date, while the continuing education requirement still awaits the IDX Circular Letter. Companies wishing to prepare early may still map this need without waiting for the Circular Letter to be issued.
Transitional provisions: ongoing sanctions and submitted applications
Two transitional provisions require particular attention.
First, for a Listed Company that has not met the requirements on the number of Free Float Shares and the number of shareholders, and that remains subject to sanctions under the previous regime, those sanctions remain valid and continue to be counted until the company satisfies the new requirements. The new regulation therefore does not remove or reset sanctions already in progress.
Second, for a Prospective Listed Company that submitted a listing application before 31 March 2026, the evaluation process continues to use the provisions and requirements under the previous regulation. Implementing provisions under the old regulation also remain valid to the extent they do not conflict with the Decree.
Note on internal cross-reference
One technical point is worth noting for issuers and their advisers. Item 3 letter a of the Decree refers to provision VI.1.1 of Appendix I as the provision governing the requirement on the number of Free Float Shares, and grants the transition period on that basis. However, in Appendix I, the continuing listing requirement on the number of Free Float Shares is contained in provision V.1.1, while provision VI.1.1 governs the performance criterion for remaining on the Main Board. Item 4 of the Decree itself refers to provisions V.1.1 and V.1.2 for the free float and shareholder number requirements.
This cross-reference difference does not change the substance of the transition period, because the dates and thresholds are expressly stated in the Decree. Nevertheless, for companies preparing compliance plans and documentation, confirming the intended reference with IDX is a reasonable step to avoid interpretive differences later.
Application timing note for Main Board issuers
Under point 6(a) of IDX Circular Letter SE-00004/BEI/03-2026, a Main Board company listed for less than four years is assessed against item VI.1 at the end of its fourth financial year. A company listed for more than four years is assessed using the last four financial years based on its latest audited financial statements.
Conclusion
The amendment to Regulation No. I-A shifts the focus from entry requirements toward the continuing quality of listed status. Initial listing requirements have indeed been adjusted, but the most tangible adjustment burden falls on existing listed issuers, particularly those whose free float is below 15%.
Three points should guide planning. First, the free float deadlines are fixed and already running, so companies below the threshold need to decide their compliance plan well before the relevant due date. Options such as a rights issue, private placement, or sale of shares by the controller/major shareholder need to be tested against OJK rules, IDX rules, ownership structure, the definition of Free Float Shares, and the timing of corporate approvals. Second, the criteria for remaining on the Main Board include elements that are not fully within the company’s control, so monitoring ahead of the May and November evaluation windows should be scheduled. Third, sanctions already in progress are not erased by the new regulation, so companies currently under sanctions do not receive a new starting point.
For IPO candidates, post-offering ownership planning needs to account for two thresholds at once: the initial listing threshold and the obligation to maintain it for one year, and the continuing listing threshold that applies afterward. For controllers, the possibility of an obligation to maintain control for at least 12 months should be considered in exit planning and in negotiations with prospective investors.
Ultimately, compliance with listing rules is not merely a matter of meeting a number on a specific date. It concerns the continuity of listed status itself, which for many issuers is an important part of financing access and market credibility.
Prasetyo Law Office
Prasetyo Law Office is a Jakarta, Indonesia-based law firm providing integrated legal services to clients across a range of areas, from commercial transactions to cross-sector litigation. With years of experience, we not only understand the regulatory aspects, but also the industry dynamics and business characteristics of our clients. We provide comprehensive legal advice and strategic solutions to help clients manage legal risk in business challenges.
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Primary sources
Board of Directors Decree of PT Bursa Efek Indonesia No. Kep-00045/BEI/03-2026 dated 31 March 2026 on the Amendment to Regulation No. I-A on the Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies, including Appendix I and Appendix II.
Law No. 8 of 1995 on Capital Markets, as amended by Law No. 4 of 2023 on Financial Sector Development and Strengthening.
Financial Services Authority Regulation No. 45 of 2024 on the Development and Strengthening of Issuers and Public Companies.
Financial Services Authority Regulation No. 14/POJK.04/2019 on the Amendment to Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital Increases by Public Companies with Pre-emptive Rights.
Financial Services Authority Regulation No. 9/POJK.04/2018 on Takeovers of Public Companies.
Financial Services Authority Letter No. S-78/PM.01/2026 dated 25 March 2026 regarding Approval of the Amendment to Stock Exchange Regulation No. I-A.
Disclaimer
This publication is provided for general informational and educational purposes based on regulations and materials available as of 12 August 2026. It is not legal advice or a formal legal opinion and should not be used as the sole basis for any reporting, licensing, transaction, or dispute matter. Indonesian regulations, government electronic systems, and administrative practice may change. Advice tailored to the relevant facts and verification of current requirements should be obtained before taking action. Receipt or use of this publication does not create an advocate-client relationship.
