A foreign buyer acquires an Indonesian company and closes on schedule. Weeks later, the Komisi Pengawas Persaingan Usaha (“KPPU”), Indonesia’s competition authority, asks why no filing has been made. Under Indonesia’s KPPU merger notification rules, a qualifying acquisition can require a post-closing filing even where the buyer believed the transaction was compliant.
Government Regulation No. 57 of 2010 (Peraturan Pemerintah or “PP 57/2010”) and KPPU Regulation No. 3 of 2023 (“KPPU Regulation 3/2023”) make KPPU merger notification mandatory after closing for qualifying deals, and KPPU gives no clearance beforehand. The deal team therefore decides alone whether a filing is due and when the clock starts.
When an Acquisition Requires KPPU Notification
Many acquisitions never reach KPPU. KPPU Regulation 3/2023 sets four conditions and a transaction must meet all of them. It must exceed the value thresholds, change who controls the target or the assets, take place between unaffiliated parties, and involve parties with assets or sales in Indonesia.
Under the KPPU acquisition threshold, combined Indonesian assets must exceed IDR 2.5 trillion or combined Indonesian sales must exceed IDR 5 trillion. Banks dealing with banks use an assets test of IDR 20 trillion. The calculation covers the last financial year, counts assets and sales in Indonesia, and adds every entity in the control chain above or below the parties.
Control exists above 50 percent of shares or votes, and at or below that level when the buyer can influence and determine management policy. Transactions between affiliated companies are exempt. An asset purchase must also raise the buyer’s ability to control a market, and it escapes notification when its value is below IDR 250 billion (IDR 2.5 trillion for banks), the purchase is routine, or the assets have no link to the buyer’s business. Identifying control for merger notification should be distinguished from identifying a company’s controller for corporate governance purposes, which may involve a separate regulatory analysis.
Parties should run this analysis during planning, because group data sits with affiliates and the period after closing is short.
Why the Legally Effective Date Matters
KPPU requires notification within 30 working days after the transaction becomes legally effective. Signing, commercial completion and closing may fall on other dates, so the filing calendar follows juridical effectiveness.
The triggering event varies. For a share acquisition in an Indonesian limited liability company, it is the date the Minister of Law receives notice of the amended articles. A merger runs from the Minister’s approval of the amended articles and a consolidation from ratification of the deed of establishment. An asset purchase runs from the date of the sale and purchase agreement or the transfer document. Public company deals follow the disclosure letter to the Financial Services Authority or the final payment date in a rights issue, and offshore deals use signing, closing or government approval. KPPU uses the latest date when several qualify.
Each date comes from a different document, so corporate filings, transaction documents and the filing calendar need one owner. A team that diarises the closing date may count from the wrong event. Transaction documents should also be reviewed for contractual provisions that may affect the parties’ rights when control changes.
The proceedings involving MUFG Bank Ltd. and PT Mandala Multifinance Tbk. show the risk. As of 8 October 2026 the examination continues without a finding. The investigator alleges that notification of the 2024 share acquisition was due by 6 May 2024 and reached KPPU on 16 May 2024, six working days late. MUFG disputes this and says through counsel that its own calculation places the filing within 30 working days. The dispute concerns how to count the deadline. A company can intend to comply and still miss a deadline by misjudging when the clock begins.
How Companies Can Manage the Notification Deadline
The binding requirements are notification within 30 working days of juridical effectiveness, filing by the designated party, and use of KPPU’s electronic system in Indonesian. The seven checks below are recommended practice that supports them.
- Confirm the transaction type and whether control changes.
- Calculate Indonesian assets and sales for the last financial year across the group, using a three year average where figures moved 30 percent or more.
- Check the affiliate exemption and the asset purchase exclusions.
- Identify the juridical effective date for the transaction type and keep the document that proves it.
- Name the notifying party, meaning the acquirer in a share or asset purchase, the surviving company in a merger and the new company in a consolidation.
- Prepare the Indonesian language form, audited financial statements, group charts and any power of attorney.
- Set an internal filing date ahead of the deadline, because the portal at notifikasi.kppu.go.id accepts filings from 09.00 to 14.00 WIB on working days.
The team should confirm that KPPU has issued the required notification registration confirmation. Uploading documents before the deadline should not be treated as sufficient without checking whether the filing has been registered in accordance with the applicable procedure. Findings from legal due diligence should feed these checks, and voluntary consultation with KPPU before closing does not replace the notification.
Late notification exposes the notifying party to an administrative fine of IDR 1 billion for each day of delay, subject to the applicable maximum of IDR 25 billion. KPPU may also examine whether the transaction itself raises substantive competition concerns. Companies should therefore assess both filing compliance and the transaction’s potential competitive effects. Practitioners report that KPPU has considered a different calculation method, so teams should confirm the current basis. A filer that meets the deadline faces no late fine.
For foreign buyers, Indonesia merger notification planning should begin before signing. Confirm the applicable thresholds, group structure and legally effective date early, then prepare the complete notification package before the transaction becomes legally effective. This approach helps transaction teams control the filing timetable and reduce avoidable regulatory risk.
