INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
3.3 Filing Fees Filing fees were introduced by Regulation 20/2023. The fee is calculated based on the following formula: 0.004% x the value of assets or sales in excess of the notification threshold (whichever is lower). The value of assets or sales is calculated based on the total asset or sales value of: • the surviving entity, or the consolidating undertak - ing, or the acquiring undertaking and the acquired undertaking; and • the undertakings that are directly or indirectly con - trolled by the surviving undertaking resulting from the merger, the consolidating undertaking, or the acquiring and acquired undertakings. If both the asset and sales values meet the threshold, the filing fee will be calculated using whichever value is lower and will only be payable if the KPPU finds the transaction is notifiable. However, the regulation pegs the maximum fee at IDR150 million (approximately USD8,760). The notification fee can be reduced to as little as 0% or fully waived based on one or more of the following considerations: • the transaction supports the development of micro, small and medium enterprises; • inability to pay or force majeure; or • pursuant to a specific government policy. These considerations are to be further elaborated in a KPPU regulation, subject to prior approval from the Minister of Finance. The KPPU requires the notifying party to pay the maxi - mum notification fee of IDR150 million before filing. The KPPU will refund excess payment after the noti - fication is deemed properly submitted by the KPPU. 3.4 Parties Responsible for Filing The responsibility for the notification filing lies with the following parties:
company, the transaction becomes legally effective on the date of signing the agreement. For foreign-to-foreign transactions, the legally effec - tive date of the transaction will be determined by the law of the respective jurisdictions. The date may be based on the closing date in the agreement between the parties or the date of the government approval in the jurisdiction in which the transaction is taking place. For late notification, the KPPU can impose a penalty of IDR1 billion per day up to a maximum of IDR25 bil - lion. Please also see 2.2 Failure to Notify . To the best of the authors’ knowledge, the KPPU has issued penalties for late notifications in at least 67 cases – most of which occurred in the past five years (with seven cases involving foreign-to-foreign transac - tions), indicating an increase in enforcement activity. Recently imposed penalties ranged from IDR1 billion to IDR15 billion per transaction. A company was fined a total of IDR30.99 billion for delay in submitting noti - fications for acquisitions of three entities. The current highest penalty for a single transaction (IDR15 billion) was imposed on 29 September 2025 for a delay of 88 business days. 3.2 Type of Agreement Required Prior to Notification A binding agreement and legally effective transaction are required prior to notification. If the transaction is not yet legally effective but the par - ties have signed a contract, agreement, memorandum of understanding/letter of intent, or any other written documentation confirming their intention to engage in a merger, consolidation or acquisition, the parties can submit a consultation to the KPPU – even if the aforementioned documents are not legally binding. If the parties have not entered into anything in writ - ing, they cannot submit a consultation, but they can engage in a verbal consultation with the KPPU. How - ever, in the case of a verbal consultation, the informa - tion provided by the KPPU may be very limited – in view of the absence of written materials.
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