New OJK regulation promotes greater transparency and fairness in allocating securities during IPOs

Indonesia's Financial Services Authority has revamped the regulations governing the verification of orders and funds, allotment allocation, and settlement of securities subscriptions in electronic public offerings of shares (e-IPOs) with the intention of making Indonesian IPO allotments more equitable and transparent.

Introduction

Near the end of 2025, Indonesia’s Financial Services Authority (OJK) issued OJK Circular Letter No. 25/SEOJK.04/2025 on Verification of Order and Funds, Allotment Allocation, and Settlement of Securities Subscriptions in Electronic Public Offerings of Shares, which came into effect on 17 November 2025 (OJK Circular 25) and replaces OJK Circular Letter No. 15/SEOJK.04/2020 on the same topic (OJK Circular 15).¹

While OJK Circular 25 revokes OJK Circular 15, it has not been applied retroactively to IPOs whose initial registration statements were filed before its issuance, and are therefore still governed by OJK Circular 15. 

OJK Circular 25 does not contain any transitional provisions. We also note that no formal regulation has been issued by the Indonesia Stock Exchange (IDX) to accommodate it, and understand that the IDX system may not yet be ready to implement its new requirements. 

Key Changes

OJK Circular 25 contains new rules for IPOs, summarised here.

• Pooling-allotment order limits and timing: A strict 10% cap is imposed on each investor’s total interest and/or orders within the pooling allotment (penjatahan terpusat in Indonesian). Each system participant or securities company must aggregate all interest and/or orders from a given investor and ensure the cumulative amount does not exceed 10% of the value of the IPO’s offered shares. Any retail interest or order above this 10% threshold will be automatically rejected and returned for adjustment. 
• Equal retail/non-retail split: The pooling allotment must now be divided 1:1 between retail and non-retail investors. This is a significant shift from OJK Circular 15, which allocated one portion to retail investors for every two portions granted to non-retail investors. The equal split, when combined with the 10% cap discussed above, is intended to (i) double the retail portion of the pooling allotment and (ii) ensure that non-retail² investors do not crowd out smaller retail investors.
• Expanded IPO categories and oversubscription adjustments: OJK has increased the granularity of IPO categories from four tiers to five, introducing a new lowest tier for offerings of up to 100 billion rupiah (~US$6 million) to accommodate smaller issuers. Minimum pooling-allotment percentages have been raised across all categories, and the oversubscription clawback requirements have also been revised to accommodate the new tier. 
• Due diligence on fixed allotment interest and orders: Underwriters are now required to verify the financial capacity of investors requesting a fixed allotment (penjatahan pasti) through due diligence. Specifically, they must obtain proof of liquidity at least three months before expressing their interest or making an order (eg, bank statements or equivalent documentary evidence of ownership of liquid assets) for any investor seeking a fixed allotment. This change is intended to ensure underwriters confirm that all fixed allotment investors have sufficient funds to honour their orders before submitting them through the e-IPO system.

Conclusion

OJK Circular 25 strengthens and formalises the IPO allotment process with a clear emphasis on fairness for retail investors. By introducing liquidity checks, order caps, and a 1:1 retail-to-non-retail allocation in pooling allotments, it directly addresses concerns about share price volatility post-IPO that existed under OJK Circular 15. In brief, the new circular is intended to make IPO allotments more transparent and equitable.

Looking ahead, issuers and their underwriters should engage with OJK and the IDX to assess whether OJK Circular 25 can be fully implemented, taking into consideration the IDX’s current level of operational readiness for the e-IPO system.

1. OJK Circular Letter No. 15/SEOJK.04/2020 on Provision of Subscription Funds, Verification of Fund Availability, Securities Allocation for Pooling Allotment and Settlement of Share Subscriptions in Electronic Public Offerings of Equity Securities in the Form of Shares 
2. Typically, non-retail investors are also referred to as institutional investors in practice