INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
2.9 Market Share Jurisdictional Threshold Indonesia does not have a market share jurisdictional threshold. 2.10 Joint Ventures Joint ventures are subject to merger control regula - tions, except for “Greenfield” joint ventures. However, any share or asset transactions carried out following the establishment of the “Greenfield” joint venture are considered notifiable transactions, if all notifiability requirements are met. 2.11 Power of Authorities to Investigate a Transaction The KPPU has no authority to investigate transactions that do not meet the jurisdictional thresholds under merger control regulations. However, it can initiate an investigation into the parties involved in the transac - tion with regard to cartel rules or abuse of dominance rules, or other potential violations under the Competi - tion Law. There is no specified statute of limitations on the KPPU’s ability to investigate a transaction. This means that the KPPU is allowed to investigate and impose fines on companies for transactions that have been completed years ago. The KPPU has investigated transactions that became legally effective as many as five years before. 2.12 Requirement for Clearance Before Implementation There is no requirement for clearance before imple - menting a transaction, as Indonesia has a post-merg - er notification regime. 2.13 Penalties for the Implementation of a Transaction Before Clearance Since the Indonesian merger control rules implement a post-merger notification system, there are no penal - ties imposed if the parties implement the transaction before receiving clearance. 2.14 Exceptions to Suspensive Effect This is not applicable in Indonesia.
2.15 Circumstances Where Implementation Before Clearance Is Permitted Indonesia has a post-merger notification regime, so closing a transaction before clearance is permitted. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification A notifiable transaction must be notified within 30 business days from the date the transaction becomes legally effective. Notifications must be submitted through the KPPU’s online portal, which is only acces - sible between 9am and 2pm Jakarta time on busi - ness days (excluding Saturdays and Sundays, official national holidays and communal leave). If the target is an Indonesian limited liability company, a transaction becomes legally effective on the follow - ing dates: • for a merger – the date of approval by the Minister of Law (MoL) of the amendment of the articles of association; • for consolidation – the date of approval by the MoL of the deed of establishment; • for share acquisition – the date of notification to the MoL; and • for asset acquisition – the date of the asset trans - fer. If the transaction involves an Indonesian public com - pany, it becomes legally effective on the following dates: • for a merger, consolidation or acquisition car - ried out by a public company in connection with a public company – the date on which the public disclosure letter for the transaction is submitted to the Financial Services Authority; or • for a merger, consolidation or acquisition car - ried out by a private company in connection with a public company – the final date of payment of shares and/or other equity securities in the exer - cise of a rights issuance. If a merger or consolidation is carried out by an Indo - nesian entity in a form other than a limited liability
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