INDONESIA Law and Practice Contributed by: Agus Ahadi Deradjat (Agung), Gustaaf Reerink, Adri Dharma, Karina Widyaputri and Ilma Sulistyani, ABNR Counsellors at Law
there are no changes to the supporting documents, for up to one year from its issuance date. Notification Fees As of May 2023, filing fees are required. They are calculated by multiplying the value of assets or sales in excess of the notification threshold, whichever is lower, by 0.004%. The value of assets or sales is based on the total asset or sales value of: • the surviving entity, the consolidating undertaking, or the acquiring entity and the target; and • the undertakings that are directly or indirectly controlled by the surviving entity resulting from the merger, the consolidating undertaking, or the acquiring entity and the target. If both the asset and sales value meet the threshold, the filing fee will be calculated using whichever value is lower and will only be payable if the KPPU finds that the transaction is notifiable. The maximum fee is IDR150 million (approximately USD8,750). General Overview of the Timeline Notification comprises two phases. 1. A check on the completeness of notification docu - ments. 2. An assessment, consisting of initial and compre - hensive assessment sub-phases, with the latter only being applicable to transactions that raise potential concerns from the Indonesian competition law per - spective. The first phase, which is applicable to all notified transactions, also consists of a check regarding if the transaction is notifiable. This check should be com - pleted within three business days of the notification being submitted. If the notification documents are complete, the KPPU will issue a notification registra - tion number and official confirmation on whether the transaction is notifiable. If the notification documents are not complete, the KPPU will request the notifying party to provide additional documents or information as deemed necessary.
If the transaction is notifiable, the notification will con - tinue to the assessment phase. Thereafter, the KPPU has 90 business days from the date the notification is declared complete to conduct its review and issue an opinion. 6.3 Cartels The general cartel prohibition can be found in Article 11 of Law No 5/1999 on the Prohibition of Monopo - listic Practices and Unfair Business Competition as amended by Law No 6 of 2023 on the Stipulation of Government Regulation No 2 of 2022 on Job Creation into Law and further amended by Law No 1 of 2026 on the Adjustment of Criminal Sanctions (ICL) and several KPPU Guidelines. The ICL contains several provisions for the cartel prohibition which, apart from the general cartel provision, relate to: • price fixing (Article 5 of the ICL); • a general prohibition on anticompetitive agree - ments with foreign parties, which could also apply to cartels with a cross-border element (Article 16 of the ICL). While certain provisions impose a “per se” or “hard - core” cartel prohibition – such as those relating to price fixing and group boycotts – most are assessed using a “rule of reason” approach. Under this approach, sanc - tions may only be imposed if it can be proven that the restrictive agreement potentially causes adverse effects on the market resulting in monopolistic prac - tices and/or unfair business competition. • market allocation (Article 9 of the ICL); • group boycotts (Article 10 of the ICL); • bid rigging (Article 22 of the ICL); and Under the ICL, prohibited conduct or agreements are punishable by both administrative and criminal sanctions. However, only the refusal to co-operate with a KPPU investigation or failure to disclose sig - nificant information for such an investigation is sub - ject to criminal sanctions. These criminal sanctions include a maximum fine of IDR5 billion (approximately USD290,000) or imprisonment of up to one year (if the fine is not paid). Other prohibited conducts and agree - ments are subject solely to administrative sanctions.
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