INDONESIA Law and Practice Contributed by: Winnie Yamashita Rolindrawan, Bianca Putri Kadarisman and Qafaldi Putra Ismayudha, SSEK Law Firm
3.3 Change of Control Any change in the shareholders, directors or com- missioners of a licensed Digital Financial Asset Trad- ing Provider requires prior OJK approval through a Fit-and-Proper Test (FPT) process. Accordingly, the acquisition of a licensed Digital Financial Asset Trad- ing Provider resulting in a change of controlling share- holder requires the incoming shareholder to undergo and pass the OJK FPT before the change of control takes effect. The same requirement applies to chang- es at the director and commissioner level. The FPT involves the OJK assessing the integrity, competence and financial soundness of the proposed shareholder, director or commissioner. In practice, parties planning an acquisition of a licensed entity should factor in the time required for the FPT process when structuring the transaction timeline, and acquisi- tion agreements typically include the successful com- pletion of the FPT as a condition precedent to closing. 3.4 Passporting Indonesia does not operate a licence passporting regime. A licence obtained from the OJK to conduct digital financial asset activities is valid only within Indonesia and does not confer any right to conduct equivalent activities in other jurisdictions. Similarly, licences obtained in foreign jurisdictions do not pro- vide any regulatory recognition or benefit in Indone- sia. Each jurisdiction must be approached on its own terms, requiring a separate application process.
Grandfathering There are no grandfathering provisions under the Indonesian crypto-asset regulatory framework. All entities wishing to conduct regulated digital financial asset activities in Indonesia must obtain the relevant OJK licence before commencing operations. There are no transitional arrangements permitting existing businesses to continue operating during the course of a licensing application. 3.2 Set-Up Requirements To obtain a Digital Financial Asset Trader licence, which authorises the holder to provide crypto-asset buying, selling, exchange, custody and wallet transfer services to Indonesian consumers, the following prin- cipal requirements apply. Capital Requirements Applicants must demonstrate paid-up capital of at least IDR100 billion (approximately USD6 million) and maintain equity of at least IDR50 billion (approximately USD3 million). Capital used to fund the entity may not be sourced from loans or other forms of debt financ- ing. Personnel and Organisational Requirements The applicant must employ at least one staff mem- ber holding a Certified Information Systems Security Professional (CISSP) certification. A minimum of three directors is required, with the majority being Indone- sian citizens domiciled in Indonesia, and the President Director is required to be an Indonesian citizen. A min- imum of two commissioners must also be appointed, with the total number not exceeding the number of directors. The organisational structure must include at a minimum divisions for information technology, audit, legal, consumer complaints, client support, and accounting and finance. Operational and Regulatory Requirements The applicant must operate an online trading system through which it provides its services, and must main- tain standard operating procedures covering all obli- gations under applicable regulations. The applicant must also be registered as an ESP with the Ministry of Communication and Digital Affairs – a requirement confirmed under OJK Reg 27/2024, as amended.
4. Cross-Border Services 4.1 Marketing Cross-Border Service Restrictions
The cross-border provision of regulated digital finan- cial asset services into Indonesia without a local licence is not permitted. The OJK’s position is that entities providing regulated crypto-asset services to Indonesian consumers must hold the appropriate Indonesian licence. Foreign entities that continue to provide such services without a licence face the risk of having their platform access blocked in Indonesia – a measure that has been actively enforced against a significant number of foreign crypto-asset platforms.
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