New OJK Rule Tightens Oversight on Use of Public Offering Proceeds

3 Feb 2026 Insight Jakarta

Article - By Viska Kharisma Awang Perkasa Anindita Purba

Introduction

Indonesia’s Financial Services Authority (OJK) has revised the rules on the use of public offering proceeds following inconsistencies between company reports on actual realisation of use of proceeds (laporan realisasi penggunaan dana or LRPD) and the proposed use of proceeds as stated in the company’s IPO prospectus. OJK has also found several issuers that did not fully utilise the funds after the registration statement became effective.

On 22 December 2025, OJK issued Regulation No. 40 of 2025 on the Use of Proceeds from Public Offerings (OJK Regulation 40/2025), which will come into effect on 22 June 2026 and replaces OJK Regulation No. 30 /POJK.04/2015 on the same subject (OJK Regulation 30/2015).

These rule changes aim to enhance investor protection, improve the quality of reporting and governance, and ensure proceeds are used properly as proposed.

Key Changes

If the proceeds from a previous public offering remain unused, the issuer must provide an explanation (along with supporting documents) as part of its registration statement to OJK for any subsequent public offering. Additionally, if the proposed use of proceeds is similar to that for the previous offering, the issuer must use the remaining prior proceeds within 12 months after the effective date of the new registration statement.

The new provisions expand on the information required to be provided in the LRPD to include, among other things, the type of public offering, a detailed breakdown of funds allocation and realisation (including nominal values and percentages), the placement details for unused funds, and target timelines for full utilisation.

Public offering proceeds must now be used at one of four designated levels:

Level 1 – by the issuer
Level 2 – by the issuer’s subsidiaries or another entity that receives proceeds from the issuer
Level 3 – by the issuer’s indirect subsidiaries or another entity that receives proceeds from an entity referred to in level 2
Level 4 – by the issuer’s indirect subsidiaries or another entity that receives proceeds from an entity referred to in level 3.

Changes in the use of public offering proceeds from the initial proposed use are subject to new requirements, including (a) public information disclosure, and (b) submission of supporting documents to OJK. This is in addition to existing requirement to obtain approval from the general meeting of shareholders, bondholders and sukuk holders. Submission of supporting documents to OJK is required for:

changes in the use of 20% or more of the total proceeds,
changes to the location where proceeds will be used without a positive impact based on a feasibility study, and/or
deviations from the initial proposed use of proceeds exceeding 10% of the total public offering as set out in the prospectus or a decision of the general meeting of shareholders, bondholders, or sukuk holders.

Changes below the thresholds in points (i) and (iii) above, and any change to the location where proceeds will be used with a positive impact, will only require information disclosure and submission of supporting documents to OJK.

Unrealised public offering proceeds must now be retained in an escrow account opened in the name of the issuer and held separate from the issuer’s operational accounts.

OJK has introduced administrative penalties for non-compliance with the LRPD requirements. These penalties include written warnings, fines, restrictions or suspension of business activities, revoking business licences, cancelling approvals and registrations, withdrawing the effectiveness of the registration statement, and revoking individual licences. These sanctions mark a significant change, since OJK Regulation 30/2015 did not impose any penalties for LRPD non-compliance.

Conclusion

OJK Regulation 40/2025 strengthens transparency and accountability in the use of the proceeds of a public offering by introducing more detailed disclosure requirements, thresholds for material changes to the use of proceeds, mandatory escrow requirements for unrealised proceeds, and new administrative penalties.

With the new regulation becoming effective in June 2026, issuers may now want to review their internal controls, governance procedures, and planning processes for the use of proceeds. Dealing with these requirements early should reduce compliance risk, support smoother reporting, and demonstrate to OJK the company’s commitment to market integrity in line with OJK’s latest rules.