Decree of the Board of Directors of IDX Number Kep-00045/BEI/03-2026 Amends Free Float Requirements and Increases the Minimum to 15 Percent

Introduction

On 31 March 2026, PT Bursa Efek Indonesia (“IDX”) issued the Decree of the Board of Directors of PT Bursa Efek Indonesia Number Kep-00045/BEI/03-2026 on Amendments to Regulation Number I-A on the Listing of Shares and Equity Securities other than Shares Issued by Listed Companies (“Decree 45/2026”), which took effect on the same date. This regulation aims to adjust general listing provisions, updates the criteria for initial listing requirements, and reorganizes the requirements and mechanisms for transferring listing boards for companies listed on the exchange.

IDX formulated this regulation to address the dynamics and rapid development of the capital market. IDX recognizes the need to conduct securities trading activities in a more orderly, fair, and efficient manner. Through this update, IDX seeks to respond to market challenges by requiring transparent and robust corporate governance, while ensuring broader public share ownership to create a liquid capital market environment.

 

Comparison

Decree 45/2026 amends several provisions and simultaneously revokes the Decree of the Board of Directors of PT Bursa Efek Indonesia Number Kep-00101/BEI/12-2021 on Amendments to Regulation Number I-A on the Listing of Shares and Equity Securities other than Shares Issued by Listed Companies (“Decree 101/2021”). The following table presents a comparison between Decree 45/2026 and Decree 101/2021:

 

Key Provisions

Definition of Free Float Shares

IDX establishes criteria for shares that qualify as public shares or free float to prevent manipulation of artificial liquidity in the market. Under Provision I.5 of Annex I, free float shares must be in scripless form and must not include shares owned by certain internal parties. This provision confirms that the following shares are excluded from free float:

1. Shares owned by the Controlling Shareholder and/or its Affiliates; 
2. Shares owned by members of the Board of Directors or Board of Commissioners; 
3. Shares repurchased by the company (treasury stock); 
4. Shares subject to transfer restrictions (lock-up); and 
5. Shares owned by shareholders holding 5% (five percent) or more of the total listed shares. 

Increase in Free Float Threshold

Under Provision III.2.7 of Annex I (for the Main Board) and Provision III.3.7 of Annex I (for the Development Board), prospective listed companies are required to release free float shares ranging from 15% to 25%, calculated based on Market Capitalization Value. Furthermore, to ensure ongoing listing compliance, Provision V.1.1 of Annex I stipulates that all companies must maintain a minimum free float portion of 15% after one year of listing. To prevent manipulation of share ownership requirements, Provision I.1.5 of Annex I specifies that free float shares must not include shares subject to transfer restrictions or lock-up.

Lock-up Obligation for Controlling Shareholders

To maintain post-listing stability and protect public investors, IDX is authorized to require Controlling Shareholders to retain their ownership for a specified period. Provision II.15 of Annex I stipulates that IDX may require Controlling Shareholders to maintain control and prohibits them from transferring their shares for at least 12 months from the listing date. This rule also applies to prospective new Controlling Shareholders if there is a planned change of control disclosed in the Prospectus.

Listing Fees

Provision VIII.2.1 of Annex I stipulates the initial listing fees as follows:

1. Main Board: IDR 1,000,000 for each increment of IDR 1,000,000,000 of Market Capitalization Value, with a minimum of IDR 25,000,000 and a maximum of IDR 250,000,000; 
2. Development Board: IDR 1,000,000 for each increment of IDR 1,000,000,000 of Market Capitalization Value, with a minimum of IDR 25,000,000 and a maximum of IDR 150,000,000. 

The annual listing fee is set at IDR 500,000 for each increment of IDR 1,000,000,000 of the latest capitalization, with a minimum of IDR 50,000,000 and a maximum of IDR 250,000,000.

Obligation to Fulfill Professional Competency and Governance

Provision III.1.8 of Annex I and Provision V.1.5 of Annex I require each company to employ at least one internal financial statement preparer holding an accounting competency certificate issued by a professional organization. If the company is unable to fulfill this requirement, it must appoint an external public accountant. From a governance perspective, Provision III.1.9 of Annex I and Provision V.1.6 of Annex I require all members of the Board of Directors, Board of Commissioners, and Audit Committee to participate in and complete continuous education programs on capital markets and corporate governance.

Continuation of Procedures for Listing Additional Shares

The Second Dictum of the decree stipulates that procedures for listing additional shares, such as issuance through Pre-emptive Rights (HMETD) or without Pre-emptive Rights, issuance of warrants, and bonus shares, are fully incorporated and reinstated in Annex II. This includes operational details governing execution prices for each instrument. For Capital Increase without Pre-emptive Rights (PMTHMETD), Provision V.1.1 of Annex II sets the minimum execution price at 90% of the average closing price of shares in the Regular Market over 25 consecutive trading days. Meanwhile, for additional shares issued through HMETD, the execution price must be at least equal to the minimum trading price of shares in the Regular Market and Cash Market.

 

Transitional Provisions

Under the Third Dictum, companies with a market capitalization of at least IDR 5 trillion as of 31 March 2026 are granted a phased adjustment scheme. If their free float ownership is below 12.5%, they must increase it to at least 12.5% by 31 March 2027 and achieve 15% by 31 March 2028. If their current free float ownership is between 12.5% and below 15%, they must meet the 15% requirement no later than 31 March 2027. Meanwhile, companies with smaller market capitalization (below IDR 5 trillion) must achieve the 15% ownership ratio no later than 31 March 2029.

With respect to human resource requirements, IDX sets the deadline for compliance with certified accounting personnel to take effect on 31 March 2027. The implementation of continuous education requirements for Directors, Commissioners, and Audit Committees will follow the issuance of a subsequent Circular Letter. For companies not yet listed, the Fifth Dictum stipulates that prospective companies that submitted listing applications before 31 March 2026 will continue to be evaluated based on Decree 101/2021.

 

Closing

Decree 45/2026 strengthens market liquidity and corporate governance by requiring listed companies to maintain a minimum free float of 15%. The criteria for free float shares are tightened to require scripless form and to exclude shares subject to lock-up. In addition, the regulation requires companies to employ certified financial statement preparers and mandates management participation in continuous education, while relaxing timing restrictions for stock split actions but maintaining a minimum 12-month lock-up obligation for controlling shareholders from the listing date. The implementation of these provisions is carried out through a phased transitional scheme, with deadlines up to 2027 for accounting personnel compliance and between 2028 and 2029 for adjustments to free float ownership depending on each company’s market capitalization.