INDONESIA Law and Practice Contributed by: Ira A Eddymurthy and A Charlie R Malessy, SSEK Law Firm
However, this buyback is subject to the following conditions: • it must not result in the company’s net assets becoming less than the company’s total paid- up capital plus the mandatory reserves that have been set aside; and • the total value of all shares repurchased by the company must not exceed 10% of the total paid-up capital in the company. If this threshold is exceeded, the company must seek to have the remaining shares purchased by other parties. 5.5 Disclosure by Shareholders in Publicly Traded Companies Under OJK Regulation No 4 of 2024 regard - ing Reports on Ownership of or Any Owner - ship Changes in Public Company Shares and Reports on Activities of Guaranteeing Public Company Shares ( “OJK Reg, 4/2024” ), BOD and BOC members directly or indirectly owning shares with voting rights must submit a report of their ownership and any changes thereof to the OJK. Additionally, the following parties are bound by the same obligation: • shareholders owning at least 5% of the voting shares; and • parties who are considered controllers of public companies. If parties subject to the aforementioned disclo - sure obligation see their ownership of voting shares decrease to less than 5%, they are also required to report such change to the OJK. OJK Regulation No 4/2024 stipulates that this report must be submitted to the OJK promptly, no later than five working days from the date when such person acquires the voting shares or
from the date of any change in the ownership of such voting shares.
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Pursuant to Article 66 of the Company Law, the BOD is required to submit an annual report, which has been reviewed by the BOC, to the GMS no later than six months after the end of the company’s fiscal year. Among other ele - ments, the annual report must include the com - pany’s financial statements, which should at least consist of the final balance sheet for the fiscal year in comparison with the previous fis - cal year, the profit and loss statement for the relevant fiscal year, the cash flow statement and the statement of changes in equity. These finan - cial statements must be prepared in accordance with the accounting standards set by the profes - sional accountancy organisation recognised by the government of Indonesia. The BOD is also required to submit the com - pany’s financial statements for audit by a public accountant if: • the company’s business activities involve col - lecting and/or managing public funds; • the company issues debt securities to the public; • the company is a public company; • the company is a state-owned enterprise; • the company has assets and/or annual busi - ness turnover with a minimum value of IDR50 billion; or • the company is mandated by other regula - tions.
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