INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation In Indonesia, the relevant merger control regime is primarily governed by: • Law No 6 of 2023 on the Ratification of Gov - ernment Regulation No 2 of 2022 (in lieu of Law No 11 of 2020 on Job Creation) into Law (the “Job Creation Law”); • Law No 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition, as amended by the Job Crea - tion Law (the “Competition Law”); • Government Regulation No 57 of 2010 on Mergers, Consolidation and Acquisition of Shares that may result in Monopolistic or Unfair Business Competition Practices (“Regulation 57/2010”); • Government Regulation No 44 of 2021 on the Implementation of Prohibition of Monopolistic Practices and Unfair Business Competition (“Regulation 44/2021”); • Government Regulation No 20 of 2023 on the Type and Rates of Non-Tax State Revenues at the Indonesia Competition Commission ( Komisi Pengawas Persaingan Usaha , or KPPU) (“Regulation 20/2023”); • KPPU Regulation No 3 of 2023 on the Assessment of Mergers or Consolidation of Undertakings or Acquisition of Shares in a Company that May Result in Monopolistic Practices or Unfair Competition (“Regulation 3/2023”); • KPPU Guidelines for the Assessment of Mergers, Consolidation or Acquisition issued on 6 October 2020, to the extent that they do not conflict with KPPU Regulation No 3 of 2023 (the “Merger Control Guidelines”); and
• Supreme Court Circular Letter No 1 of 2021 on the Transfer of Examination of Objections to KPPU Decisions to the Commercial Court. The following KPPU regulations are also rel - evant: • KPPU Chair Regulation No 4 of 2022 on the Definition of Relevant Markets (the “Relevant Market Guidelines”); and • KPPU Regulation No 2 of 2023 on the Case- Handling Procedure. 1.2 Legislation Relating to Particular Sectors Indonesia has a general foreign investment regime as set out in Law No 25/2007 on Invest - ment, as amended by the Job Creation Law (the “Investment Law”), and implementing legislation, including Presidential Regulation No 10/2021 on Investment Sectors, which was revised by Pres - idential Regulation No 49/2021 on Investment Sectors (the ”2021 Investment List”). Under the Investment Law, all business fields are open to foreign investment, unless declared otherwise. Foreign investment must be carried out through a foreign investment company in the form of a limited liability company under Indone - sian Law ( Perseroan Terbatas Penanaman Modal Asing , or PT PMA) and domiciled within the ter - ritory of the state of the Republic of Indonesia, unless provided otherwise by the law. Foreign investors who make investment through a PT PMA should: • subscribe to shares at the time the PT PMA is established; • purchase shares; or • invest through another method in accordance with laws and regulations.
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