INDONESIA Law and Practice Contributed by: Emir Nurmansyah, Serafina (Fina) Muryanti and Adya Sepasthika, ABNR Counsellors at Law
• It must be announced in at least one daily Indonesian newspaper with national circula- tion, and in writing to the employees of the company that is going to enter a merger or amalgamation, or is being acquired. • The amalgamation, merger or acquisition (including the merger/acquisition plan) must be approved by the general meeting of share- holders, which must be attended by at least three quarters of the total amount of voting shares. The resolution is valid if it is approved by at least three quarters of the total amount of votes cast, unless the articles of associa- tion of the relevant company provide greater quorum for attendance and voting. • The articles of association of the surviving company will only become effective once approved by the MOLHR. • The board of directors of the surviving com- pany must announce the consummation of the merger, amalgamation or acquisition in at least one daily Indonesian newspaper with national circulation after the effective date of the merger, amalgamation or acquisition. There are no minimum requirements under the regulations that must be satisfied by a purchaser of assets or an acquirer of a business, such as financial metrics and industry expertise. 1.5 Central Planning Authorities The central authority that oversees and admin- isters the electricity supply, the development of the electricity supply, distribution facilities and the development of transmission facilities is the MEMR. The MEMR’s roles and powers include (i) issuing regulations covering, among other things, licences and approvals, as well as safety and technical standards related to the construc- tion and operation of power generation, trans- mission and distribution systems, and (ii) issuing
permits such as a business licence and Worthi- ness Certificate ( Sertifikat Laik Operasi SLO). 1.6 Recent Changes in Law or Regulation In line with PR 112/2022, the MEMR has intro- duced a new regulation, namely MEMR Regula- tion No 5 of 2025 on the Guidelines for PPA from Power Plants Utilizing Renewable Energy Sourc- es (MEMR 5/2025), which revoked the previous ministerial regulation on PPA (Regulation No 10 of 2017, as amended) to the extent it governs renewable energy PPAs. MEMR 5/2025 offers updated guidelines for renewable energy PPAs, adapting existing PPA practices to current mar- ket conditions. MEMR 5/2025 regulates, among other things, the right to environmental attrib- utes, the economic value of renewable energy power plants in relation to carbon, language requirements, and risk allocation for exchange rate fluctuations and deemed dispatch events. These guidelines will only apply to PPAs start- ing from the date of the enactment of MEMR 5/2025, which is 4 March 2025. Projects already in the procurement process will follow the new regulation if they are still in the bidding stage, while ongoing projects will remain under the previous regulation. However, any extensions or amendments to ongoing PPAs will be subject to the new regulation. 1.7 Announcements Regarding New Policies In response to PR 112/2022, the MEMR issued Regulation No 10 of 2025 on the Road Map for Energy Transition in the Electricity Sector (MEMR 10/2025), which lays out Indonesia’s roadmap to reduce dependence on fossil fuels and achieve sustainable development goals through the uti- lisation of new and renewable energy sources, ultimately reducing greenhouse gas emissions.
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