INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
involved in the transaction with regard to car - tel rules or abuse of dominance rules, or other potential violations under the Competition Law. There is no specified statute of limitations on the KPPU’s ability to investigate a transaction. This means that the KPPU is allowed to investigate and impose fines on companies for transactions that have been completed years ago. The KPPU has investigated transactions that became legal - ly effective as many as five years before. 2.12 Requirement for Clearance Before Implementation There is no requirement for clearance before implementing a transaction, as Indonesia has a post-merger notification regime. 2.13 Penalties for the Implementation of a Transaction Before Clearance Since the Indonesian merger control rules imple - ment a post-merger notification system, there are no penalties imposed if the parties imple - ment the transaction before receiving clearance. 2.14 Exceptions to Suspensive Effect This is not applicable in Indonesia. 2.15 Circumstances Where Implementation Before Clearance Is Permitted Indonesia has a post-merger notification regime, so closing a transaction before clearance is per - mitted.
becomes legally effective. Notifications must be submitted through the KPPU’s online portal, which is only accessible between 9am and 2pm Jakarta time on business days (excluding Satur - days and Sundays, official national holidays and communal leave). If the target is an Indonesian limited liability com - pany, a transaction becomes legally effective on the following dates: • for a merger – the date of approval by the Minister of Law (MoL) of the amendment of the articles of association; • for consolidation – the date of approval by the MoL of the deed of establishment; • for share acquisition – the date of notification to the MoL; and • for asset acquisition – the date of the asset transfer. If the transaction involves an Indonesian public company, it becomes legally effective on the fol - lowing dates: • for a merger, consolidation or acquisition car - ried out by a public company in connection with a public company – the date on which the public disclosure letter for the transaction is submitted to the Financial Services Author - ity; or • for a merger, consolidation or acquisition car - ried out by a private company in connection with a public company – the final date of pay - ment of shares and/or other equity securities in the exercise of a rights issuance. If a merger or consolidation is carried out by an Indonesian entity in a form other than a lim - ited liability company, the transaction becomes legally effective on the date of signing the agree - ment.
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
A notifiable transaction must be notified within 30 business days from the date the transaction
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