Securities crowdfunding in Indonesia: Obligations for issuers, platform operators, and investors

18 September 2025

On 11 July 2025, the Indonesia Financial Services Authority (Otoritas Jasa Keuangan (“OJK”)) issued Regulation No. 17 of 2025 on Securities Offering through IT-Based Crowdfunding Services, which came into effect on 25 July 2025 (“Regulation 17”). Regulation 17 replaces Regulation No. 57/POJK.04/2020, as amended, on the same subject (“Regulation 57”).

This article highlights the key requirements for issuers, crowdfunding platform operators, and investors as main parties involved in securities crowdfunding services.

Issuers

Eligibility

Consistent with Regulation 57, Regulation 17 defines an issuer as an Indonesian business entity, incorporated or unincorporated, that issues securities through securities crowdfunding services. Issuers may not be entities controlled, directly or indirectly, by a business group or conglomerate, and may not be public companies or subsidiaries of public companies. Issuers must also have net assets not exceeding IDR10 billion, excluding land and buildings used as business premises. These eligibility criteria are unchanged from Regulation 57.

Public offering and public company thresholds

A securities offering conducted through a crowdfunding platform is not deemed a public offering if the total funds raised within a 12-month period do not exceed IDR10 billion. An issuer with more than 300 shareholders and paid-up capital exceeding IDR30 billion is considered a public company. These thresholds are unchanged from Regulation 57.

Use of proceeds

Regulation 17 introduces a new requirement that issuers must use the offering proceeds to finance or refinance projects or business activities in Indonesia. A “project” is an activity or work that produces goods, services, or other benefits, whether existing or future, and includes specified investment activities that form the basis for the issuance of debt securities or sukuk.

Crowdfunding platform operators

A crowdfunding platform operator (“CPO”) is a legal entity responsible for providing, managing, and operating crowdfunding services. It must be either a limited liability company or a cooperative.

Capital and equity requirements

If the CPO is a limited liability company, it must have a minimum paid-up capital of IDR25 billion and equity of at least IDR5 billion. These thresholds are higher than those under Regulation 57, which previously mandated only IDR2.5 billion in paid-up capital. The equity requirement is a new provision introduced by Regulation 17 and was not included in Regulation 57.

Ownership restrictions

A CPO organised as a limited liability company may be established and owned by Indonesian citizens and/or legal entities, as well as by foreign citizens and/or legal entities. However, foreign ownership of CPO shares is capped at 49%, whether held directly or indirectly. This ownership restriction remains unchanged from the previous regulation.

Licensing

A CPO must obtain both in-principle approval - newly introduced under Regulation 17 - and a business licence.

To apply for in-principle approval, a CPO must submit several documents, including:

  • its constitutional documents;
  • proof of operational readiness;
  • evidence of a capital deposit equal to at least 50% of the required minimum paid-up capital; and
  • details of the securities to be offered.

OJK will respond to the in-principle application within 20 working days of receiving all required documentation. Once granted, in-principle approval is valid for up to 12 months. A CPO that has received in-principle approval is prohibited from conducting any business activities until a business licence is obtained.

To apply for a business licence, the CPO must submit its application to the Chief Executive for the Supervision of Capital Markets, Financial Derivatives, and Carbon Exchanges at OJK, and include:

  • a photocopy of the latest deed of amendment to the articles of association;
  • its standard operating procedures;
  • proof of a capital deposit equal to 100% of the required minimum paid-up capital; and
  • a custodian bank service agreement for crowdfunding services.

The capital deposit requirement noted above is new under Regulation 17.

Regulation 17 requires financial services businesses already licensed by OJK to register with or seek approval from OJK before offering crowdfunding services. Procedures will be defined by OJK. OJK will determine the specific procedures and mechanisms for this registration or approval process.

All applications must be submitted electronically via https://sprint.ojk.go.id. OJK will issue a decision on a business licence application within 20 working days of receiving a complete application. While Regulation 17 does not alter the core business licensing provisions of Regulation 57, it adds the new requirement that a CPO must commence business activities within 20 working days of the issuance of its business licence.

Investors

An investor is defined as any party that purchases securities from issuers via crowdfunding services. Regulation 17 introduces new requirements for investors placing orders through these platforms, including requiring investors to hold a single investor identification number prior to submitting an order.

Consistent with Regulation 57, investors are required to maintain a securities account with a custodian, specifically for holding securities acquired through crowdfunding services. In addition, Regulation 17 introduces a new requirement stipulating that investors must also hold a fund account with either a central securities depository or another party approved by the depository.

Regulation 17 retains the same investor criteria and securities purchase thresholds as Regulation 57. Investors with an annual income of up to IDR500,000,000 may purchase securities through crowdfunding services up to 5% of their income, whereas those with an annual income above this threshold may purchase up to 10% of their income. These provisions do not apply to investors that are legal entities or to parties with capital market investment experience, as evidenced by having held a securities account for at least two years before the securities offering.

Types of securities offered

Securities that may be offered through crowdfunding services include equity securities, debt securities, and sukuk. Equity securities refer to shares or other equity instruments that must be convertible into shares. Debt securities and sukuk must be:

  • issued in rupiah;
  • linked to the underlying project for which they are issued;
  • non-tradable; and
  • have a maximum maturity of two years.

In addition to these categories, OJK may designate other types of securities as eligible for crowdfunding offerings. These requirements remain unchanged from those set out in Regulation 57.

Transitional policies

The transitional provisions under Regulation 17 applied to CPOs that either obtained a business licence or submitted a business licence application to OJK on or before 25 July 2025.

These CPOs are required to gradually build up equity of at least IDR5 billion, according to the following schedule:

  • At least IDR1 billion within one year
  • At least IDR2.5 billion within three years
  • IDR5 billion within five years

CPOs that submitted their business licence application before the 25 July 2025 deadline remain subject to the provisions of Regulation 17, but are exempt from the paid-up capital requirements. Those that had already obtained a business licence from OJK by that date are not required to meet these capital requirements.