INDONESIA Trends and Developments Contributed by: Marshall Situmorang, Audria Putri, Fatya Alesi and Irfan Yusuf, Nusantara Legal Partnership
ii. First-Class Inpatient Clinic A First-Class Clinic that provides both outpatient and inpatient healthcare services (First-Class Inpatient Clinic) must at least have the following medical per - sonnel to operate the clinic: • doctors: specialist doctors, sub-specialist doctors, or specialist doctors with additional competencies, and/or specialist dentists, sub-specialist dentists, or specialist dentists with additional competencies, as well as doctors where relevant; • pharmaceutical personnel; • nurses or dental and oral therapists; • nutrition personnel; • medical laboratory technologists; and • health support or auxiliary personnel. A First-Class Inpatient Clinic must have a stand-by doctor/doctor in charge. The Appendix of MoH Reg. 11/2025 also allows a First- Class Clinic to provide advanced healthcare services based on organ systems and/or medical disciplines and, in certain cases, to perform surgery using local, regional or general anaesthesia, subject to additional requirements. When general anaesthesia is involved, the clinic must meet stricter requirements regarding personnel, patient safety, emergency facilities, equip - ment and referral arrangements. This emphasises a broader point for investors: the clinic concept should be mapped carefully from the beginning, because the more specialised the intended services are, the more demanding the regulatory and operational expecta - The Appendix of MoH Reg. 11/2025 also provides the minimum requirements for a clinic’s location and premises: • The clinic may be located in a standalone perma - nent building with a strong and stable structure, or in a building unit with a dedicated entrance, dedicated space and adequate common facilities, such as an apartment, office, shop-house or shop - ping centre. • Several healthcare facilities may be integrated in the same location as a First-Class Clinic, such as tions are likely to become. b. Location requirements
a pharmacy, medical laboratory, optical facility, diagnostic centre or other supporting healthcare facilities. However, such facilities must fulfil their respective applicable business standards and licensing requirements, and must have separate organisational structures and human resources, although certain common non-technical facilities may still be shared, such as toilets, registration areas, waiting rooms or lactation rooms. • The clinic building must be designated as a non- smoking area. The regulation further requires that the location of a First-Class Clinic be easily accessible and that the road to the site be passable by at least a four-wheeled vehicle. It also requires the building to be safe, per - manent, and suitable for healthcare service delivery. Accordingly, from an investment perspective, lease negotiations, site acquisition and fit-out planning should not be treated as purely commercial matters, as they are also part of the clinic’s licensing feasibility and long-term compliance profile. Apart from the above requirements, MoH Reg. 11/2025 does not appear to prescribe any restric - tion on the number of First-Class Clinics that may be located within the same general area. C. Investing in private clinics through M&A 1. General guidelines for M&A in private clinics As an alternative to establishing a new clinic, busi - nesses may also invest in an existing First-Class Clinic in Indonesia through M&A. Share acquisitions may be carried out either directly, by purchasing shares from existing shareholders, or indirectly, through the issu - ance of new shares by the target company. These transactions are commonly formalised through a share purchase agreement or a share subscription agreement. Prior to entering into such agreements, businesses should conduct legal due diligence to assess wheth - er the target First-Class Clinic has complied with the Company Requirements and licensing requirements, including the relevant KBLI, and whether the clinic’s actual activities are consistent with the licences reflected in the OSS and health-sector systems. This point is particularly important in the healthcare sector,
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