Navigating OJK Regulation 3/2026: Key Impacts and Compliance Considerations for Securities Companies

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The regulatory justification for this comprehensive overhaul stems directly from the rapid expansion of macro-financial realities within Indonesia's capital markets over the past two decades. Market capitalization has increased considerably, trading activities have shifted toward digital platforms, and the range of capital market products and services has become more diverse than ever before.^[1]

To address these shifting dynamics, particularly by reinforcing the institutional capacity of market participants and in addition to support the continued growth of Indonesia's capital market, on 29 April 2026, the Financial Services Authority (Otoritas Jasa Keuangan or "OJK") officially enacted OJK Regulation Number 3 of 2026 on the Conduct of Business of Securities Companies Acting as Underwriters and Broker-Dealers ("OJK Regulation 3/2026"), which supersedes several previous regulations governing the conduct of business of Securities Companies (Perusahaan Efek or "PE") in Indonesia.^[2]

In simple terms, OJK Regulation 3/2026 modernises and strengthens how PEs operate as Underwriters (Penjamin Emisi Efek or "PEE") and/or Broker-Dealers (Perantara Pedagang Efek or "PPE") in line with current market conditions and the 2023–2027 Indonesia Capital Market Masterplan and Roadmap.

This ARMA Update walks you through the most important updates, focusing on: (i) the new classification of PEs into three business group categories (Perusahaan Efek Kegiatan Usaha or "PEKU"); (ii) new capitalization requirements tied to each PEKU classification; and (iii) enhanced internal governance obligations applicable to PEs.

A. Classification of Securities Companies (PEs)

One of the most transformative features of OJK Regulation 3/2026 is the introduction of a tiered classification system known as the Perusahaan Efek Kegiatan Usaha (PEKU), which categorizes PEs based on their permitted scope of business activities, with each category corresponding to a specified level of capitalization. There are three PEKU categories:^[3]

1. PEKU 1 – Limited Marketing PPE

PEKU 1 is the entry-level classification, designated for PE that acts solely as PPE with the specific purpose of marketing securities and/or other investment products.^[4] Its permitted primary activities include:^[5]

1. Acting as a PPE exclusively established to market mutual fund units (reksa dana) and/or other investment products; and/or
2. Acting as a PPE that limits its activities to serving as a marketing partner (mitra pemasaran) of an institutional PPE.

PEKU 1 companies are prohibited from conducting securities transactions for their own account.^[6] As an ancillary business, they may act as agents for the products or services of other financial institutions and engage in other OJK-approved activities.^[7]

2. PEKU 2 – Limited Scope PPE or PEE

PEKU 2 covers PE that carry out a limited range of underwriting (PEE) or brokerage (PPE) activities.^[8] As a PEE, a PEKU 2-PEE may perform the following primary activities:^[9]

1. Underwriting of securities offered through public offerings, on both full commitment and best effort bases;
2. Financial advisory services related to securities issuance, mergers, acquisitions, consolidations, and/or restructurings; and/or
3. Arranger of securities issuance without public offering.

Importantly, a PEKU 2-PEE acting as lead underwriter (penjamin pelaksana emisi Efek) is subject to additional restrictions: it may only serve as lead underwriter for issuers with total assets of up to IDR 250 billion (small to medium scale), must have a clean capital markets track record over the past five years, and must maintain an internal research function staffed with licensed securities representatives and/or securities analysts.^[10]

A PEKU 2-PPE may carry out the following primary activities:^[11]

1. Conducting securities transactions for its own account and/or third parties, covering all types of securities;
2. Administering client securities accounts and/or acting as custodian;
3. Becoming an individual clearing member or exchange member that is not a clearing member; and/or
4. All primary activities permitted for a PEKU 1 PPE.

3. PEKU 3 – Full Scope PPE and/or PEE

PEKU 3 is the most comprehensive classification, allowing PE to conduct a full range of PEE, PPE, or combined PEE and PPE activities.^[12] The respective business activities for each capacity are as follows:^[13]

Type	Primary Activities	Other Activities
PEKU 3 – PEE	Securities underwriting,[14] which may be conducted on either a firm commitment basis or a best effort basis; Financial advisory services in connection with securities issuance activities, mergers, consolidations, acquisitions, and/or restructurings, whether related or unrelated to a Public Offering; and/or Arranging and administering securities issuances conducted without a Public Offering.	Activities aligned with facilitating securities issuances conducted without a Public Offering; Providing supporting services for the issuance of money market instruments; Financing activities related to securities underwriting, such as equity participation and/or pre-Public Offering financing; and/or Other activities proposed on a case-by-case basis, subject to prior approval from the OJK.
PEKU 3 – PPE	All primary activities of PEKU 2 – PPE; Acting as a general clearing member and providing clearing services to other PPEs; Providing securities transaction financing and/or conducting other securities-based financing activities; Acting as market liquidity providers; Acting as participant dealers; and/or Acting as an issuer of securities or structured products.	Agency activities for products or services of other financial services institutions; Conducting securities transactions for its own interest and/or for other parties in relation to certain types of securities as may be permitted; Acting as a supporting institution for securities transactions in the money market with the approval of Bank Indonesia; Acting as a custodian service provider for financial instruments; Providing intermediary services for transactions involving foreign securities; and/or Other activities proposed on a case-by-case basis, subject to prior approval from the OJK.
PEKU 3 – PEE & PPE	All primary activities of PEKU 3 – PEE; All primary activities of PEKU 3 – PPE; and/or Standby buyer.	Other activities of PEKU 3 – PEE; Other activities of PEKU 3 – PPE; and/or Other activities proposed on a case-by-case basis, subject to prior approval from the OJK.

One of the key highlights of the aforementioned provision is the introduction of the implementing regulation governing how PE may facilitate the offering of offshore products, namely securities listed on foreign stock exchanges, following the enactment of Law No. 4 of 2023, which amended Law No. 8 of 1995 concerning the Capital Market ("Law 8/1995"). Such facilitation may be conducted only by PEKU 3-PPE or PEKU 3-PEE-PPE and is further subject to OJK assessment and approval.^[15]

Under the PEKU framework, each PEE and/or PPE should conduct its business activities within the scope of its designated PEKU classification.^[16] A PEE and/or PPE may also change its PEKU classification at a later stage, subject to OJK approval.^[17]

B. New Capitalization Requirements

OJK Regulation 3/2026 also introduces a refreshed capitalization framework that is directly aligned with the PEKU classification.^[18] Each category carries distinct minimum paid-up capital (modal disetor) and Adjusted Net Working Capital (Modal Kerja Bersih Disesuaikan or "MKBD") requirements. MKBD is defined as a PE's current assets minus all liabilities and ranking liabilities, plus subordinated debt, subject to further adjustments.^[19]

The minimum paid-up capital and MKBD requirements per PEKU classification are as follows:^[20]

PEKU Classification	Minimum Paid-Up Capital	Minimum MKBD
PEKU 1	IDR 1 billion	IDR 500 million
PEKU 2	IDR 55 billion	IDR 50 billion
PEKU 3	IDR 110 billion	IDR 100 billion

OJK Regulation 3/2026 further provides that, where a PE's MKBD approaches 110% of the applicable minimum threshold, OJK may take supervisory action, such as requesting that the company increase its MKBD.^[21] For instance, a PEKU 2 company with a minimum MKBD of IDR 50 billion would come under OJK scrutiny once its MKBD approaches IDR 55 billion. In addition, all PE are required to maintain positive equity at all times as part of the prudential safeguards introduced under the regulation.^[22]

This tiered capitalization framework is a welcome shift from the previous 'one-size-fits-all' capital regime. By matching capital and MKBD requirements to the scale and complexity of each company's permitted activities, OJK enables every PE to maintain financial capacity proportionate to its actual business, thereby supporting healthier competition and a more resilient capital market.

C. Enhanced Internal Governance of Securities Companies (PEs)

Under the current regulatory framework adopting the PEKU classification, the OJK also stipulates the required composition of the Board of Directors ("BOD") and Board of Commissioners ("BOC"), as well as its requirements, which must consist of the following:

Type	BOD	BOC
PEKU 1 – PPE[23]	At least 1 (one) director serving as President Director, who must hold a WPPE (Wakil Perantara Pedagang Efek) individual license.	For PEKU 1 and 2: Minimum of 1 (one) member of the BOC.
PEKU 2 & 3 – PPE[24]	Minimum of 2 (two) members of the BOD, one of whom must be appointed as President Director; The relevant director handling PPE activities must possess individual license as WPPE; The other directors are still required to hold individual licenses as PE Representatives.
PEKU 2 & 3 – PEE[25]	Minimum of 2 (two) members of the BOD, one of whom must be appointed as President Director; The relevant director handling PEE activities must possess individual license as PEE Representative ("WPEE"); The other directors are still required to hold individual licenses as PE Representatives.	For PEKU 3: Minimum of 2 (two) members of the BOC; and Mandatory to have independent commissioners of at least 30% of the number of BOC members.
PEKU 3 – PEE & PPE[26]	Minimum of 2 (two) members of the BOD, one of whom must be appointed as President Director; The relevant director handling PPE activities must possess WPPE license, while for PEE activities must possess WPEE license; The other directors are still required to hold individual licenses as PE Representatives; Mandatory to have 1 (one) independent compliance director, which must fulfil the requirements.

Further mandatory regulatory requirements applicable to the BOD and BOC must also be complied with, including, amongst others, residing in Indonesia,^[27] restrictions on concurrent positions in other institutions,^[28] subject to narrow exceptions like financial conglomerates of self-regulatory organizations, mandatory participation in continuing professional education programs at least once every two years, and related reporting obligations.^[29]

With respect to the controlling shareholder of a PE, the new regulation now expressly requires a PE to designate a party as its controller and report such designation to the OJK.^[30] Every change to such a controller must also be reported to the OJK no later than 7 (seven) working days since the change of such controller.^[31]

In addition, OJK Regulation 3/2026 enforces the strict Single Presence Policy, originally introduced under Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector. Article 66 of OJK Regulation 3/2026 provides that any single Party is strictly prohibited from holding shares and/or exercising controlling measures, either directly or indirectly, in more than 1 (one) PE that holds a business license as a PEE and/or PPE.

To rectify existing multi-entity ownership structures that conflict with the Single Presence Policy, the regulation requires non-compliant controlling shareholders to undertake one of the following formal corporate actions: a merger, a consolidation, an acquisition, or a divestment.

OJK Regulation 3/2026 provides two specific exclusions from the ownership restriction:

1. State-Owned Enterprises (BUMN): Direct or indirect equity ownership by the Central Government.
2. Passive Investment Portfolios: Publicly traded shares held strictly for financial returns, provided there is no intent to exert corporate control.^[32]

D. Key Takeaways for Existing Securities Companies (PEs)

1. Determination of PEKU Classification

OJK Regulation 3/2026 became effective on 29 April 2026. In this regard, PEs that had obtained an OJK license as a PEE and/or PPE administering clients' securities accounts prior to the enactment of OJK Regulation No. 3/2026 are required to determine their intended PEKU classification by submitting a report to the OJK, together with an action plan, no later than 6 (six) months from the regulation's effective date.^[33] Failing such submission within the prescribed timeframe, the OJK may determine the applicable PEKU classification based on the closest capital classification.^[34]

2. Mandatory Fulfilment of New Requirements

Following the determination of the applicable PEKU classification, the relevant PEE and/or PPE must comply with the corresponding requirements on paid-up capital, MKBD, and, specifically for PEKU 3, the appointment of a compliance director, no later than 29 April 2029.^[35] The fulfilment of the paid-up capital and MKBD requirements may be carried out through a merger, consolidation, or acquisition.^[36]

In addition, PEs conducting business activities as a PEE and/or PPE are required to submit quarterly reports to the OJK on the progress of their compliance with the provisions under OJK Regulation 3/2026.^[37] Failure to fulfil the compliance requirements within the stipulated timeframe will result in the relevant PEs being obliged to return their business license to the OJK.^[38]

3. Compliance Timelines

Once a PEKU classification is selected or assigned, the following compliance deadlines apply:

Obligation	Deadline & Reference
Submit PEKU classification choice + Action Plan to OJK	6 months from enactment
PEKU 3: meet intermediate MKBD of IDR 50 billion[39]	1 year from enactment
PEKU 2: restrict business activities to PEKU 2 scope	1 year from enactment
All PEKU: meet minimum paid-up capital (modal disetor)	3 years from enactment
All PEKU: meet minimum MKBD per PEKU classification	3 years from enactment
PEKU 3: appoint dedicated compliance director	3 years from enactment
All PE: report existing Controlling Shareholder (PSP) to OJK	6 months from enactment

4. Reporting of the Controller

Given the new regulatory requirement to report the controlling party of a PE, PEs are required to submit, within 6 (six) months from the effective date of OJK Regulation No. 3/2026, their first report identifying the party that has become the controller of the PE.^[40]

5. Single Presence Policy

Parties such as holding companies or financial institutions with multiple brokerage or underwriting licences shall review their corporate structure. If the parent entity directly or indirectly controls more than one licensed PE, the structure must be adjusted by undertaking the formal corporate actions.

E. Critical Matters to Consider

In the lead-up to the 6-month PEKU election deadline, PEs should carefully evaluate one critical scenario: what happens if a PE does not submit its PEKU election within the prescribed period, even though it is confident that it already meets the paid-up capital and MKBD thresholds for a particular PEKU tier?

As noted above, OJK will, in such a case, determine the PEKU classification ex officio based on the closest matching capital and MKBD level. While this default fallback may appear neutral, it carries several practical implications:

1. the assigned PEKU may not align with the PE's actual business strategy. For example, a PE holding paid-up capital of IDR 110 billion but operating only in limited brokerage activities may nonetheless be classified as PEKU 3 and become subject to the full set of PEKU 3 governance obligations, including the mandatory compliance director, independent commissioner requirement, and enhanced risk management and internal control infrastructure;
2. any subsequent change of PEKU will be treated as a re-classification requiring prior OJK approval under Article 46(1) of OJK Regulation 3/2026, which may involve additional documentation, regulatory review, and timing risk; and
3. the 1-year and 3-year compliance windows continue to run from the regulation's effective date of 29 April 2026, so a PE that misses the election window effectively loses part of its transition runway.

For these reasons, PEs are encouraged to approach the PEKU election as a strategic exercise, supported by a deliberate action plan that reflects their intended business activities, governance posture, and growth trajectory, rather than relying on paid-up capital or MKBD figures alone.

A proactive and well-considered election preserves strategic flexibility, reinforces a constructive supervisory relationship with OJK, and positions the PE to make the best possible use of the 3-year transition runway provided under OJK Regulation 3/2026.

1. Otoritas Jasa Keuangan (OJK), Public Socialization Forum on OJK Regulation 3/2026, 19 May 2026. ↩
2. Article 103 of OJK Regulation 3/2026. ↩
3. Article 4 of OJK Regulation 3/2026. ↩
4. Article 5 (1) of OJK Regulation 3/2026. ↩
5. Article 6 (1) of OJK Regulation 3/2026. ↩
6. Article 6 (2) of OJK Regulation 3/2026. ↩
7. Article 6 (1) of OJK Regulation 3/2026. ↩
8. Article 5 (2) of OJK Regulation 3/2026. ↩
9. Article 7 (1) point (a) of OJK Regulation 3/2026. ↩
10. Article 7 (2) point (a–c) of OJK Regulation 3/2026. ↩
11. Article 8 point (a) number (1–4) of OJK Regulation 3/2026. ↩
12. Article 5 (3) of OJK Regulation 3/2026. ↩
13. Articles 9–10 of OJK Regulation 3/2026. ↩
14. Securities underwriting refers to the underwriting of securities issued through a Public Offering pursuant to an underwriting agreement. ↩
15. Article 30 (2) of Law 8/1995. ↩
16. Article 14 of OJK Regulation 3/2026. ↩
17. Article 46 (1) of OJK Regulation 3/2026. ↩
18. Article 19 of OJK Regulation 3/2026. ↩
19. Article 1 point (11) of OJK Regulation 3/2026. ↩
20. Articles 20 (1–3) and 21 (1–3) of OJK Regulation 3/2026. ↩
21. Article 23 of OJK Regulation 3/2026. ↩
22. Article 22 of OJK Regulation 3/2026. ↩
23. Articles 29 (1)–(2) of OJK Regulation 3/2026. ↩
24. Articles 29 (3)–(5) of OJK Regulation 3/2026. ↩
25. Article 30 of OJK Regulation 3/2026. ↩
26. Article 31 of OJK Regulation 3/2026. ↩
27. Article 34 of OJK Regulation 3/2026. ↩
28. Articles 35 and 37 of OJK Regulation 3/2026. ↩
29. Article 38 of OJK Regulation 3/2026. ↩
30. Article 59 of OJK Regulation 3/2026. ↩
31. Article 60 of OJK Regulation 3/2026. ↩
32. Article 66 (3) of OJK Regulation 3/2026. ↩
33. Article 93 (1) of OJK Regulation 3/2026. ↩
34. Article 93 (2) of OJK Regulation 3/2026. ↩
35. Article 93 (5) of OJK Regulation 3/2026. ↩
36. Article 94 (1) of OJK Regulation 3/2026. ↩
37. Article 94 (2) of OJK Regulation 3/2026. ↩
38. Article 94 (3) of OJK Regulation 3/2026. ↩
39. The IDR 50 billion intermediate MKBD for PEKU 3 companies must be met within 1 year; the full IDR 100 billion MKBD must be achieved within the 3-year window (Article 93 (3) of OJK Regulation 3/2026). ↩
40. Article 95 of OJK Regulation 3/2026. ↩

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Disclaimer:
This client update is the property of ARMA Law and intended for providing general information and should not be treated as legal advice, nor shall it be relied upon by any party for any circumstance. ARMA Law has no intention to provide a specific legal advice with regard to this client update.

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1. A. Classification of Securities Companies (PEs)
2. B. New Capitalization Requirements
3. C. Enhanced Internal Governance of Securities Companies (PEs)
4. D. Key Takeaways for Existing Securities Companies (PEs)
5. E. Critical Matters to Consider

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