Do You Have to Disclose a Share Pledge in Indonesia?

Yes. Since August 2024 Indonesia has had a report dedicated to share pledges. OJK Regulation No. 4 of 2024 (POJK 4/2024), on reports of ownership or any change in ownership of public company shares and reports of share pledging activity (Laporan Kepemilikan atau Setiap Perubahan Kepemilikan Saham Perusahaan Terbuka dan Laporan Aktivitas Menjaminkan Saham Perusahaan Terbuka), was promulgated on 28 February 2024, came into force six months later and replaced POJK No. 11/POJK.04/2017. Article 1(6) defines share pledging activity as activity by a shareholder that encumbers shares by pledging or charging ("menjaminkan dan/atau menggadaikan") public company shares it owns, and the elucidation to Article 6(1) lists, among others, a pledge (gadai) and a fiduciary security (jaminan fidusia), in each case security that does not change ownership of the pledged shares.

OJK explains why it added the report. The general elucidation says some shareholders’ pledging was not reported, creating a risk that, on a default, enforcement against the shares could significantly change shareholdings and, in some cases, lead to a change of control that shareholders and the regulator could not monitor. The obligation sits with the shareholder that pledges, not with the lender or the listed company. It runs alongside the ownership reports that POJK 4/2024 requires from directors, commissioners, holders of 5 per cent or more of the voting shares and controllers, which implement Article 87 of Law No. 8 of 1995 on Capital Markets as amended by Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector (P2SK). OJK’s FAQ on POJK 4/2024 notes that the amended Article 87(3) cut the deadline for ownership reports from 10 days to no later than 5 working days.

Yes, whenever they move the pledged percentage by a whole percentage point. Article 6(4) of POJK 4/2024 applies the report to every change in the whole-number percentage of pledged shares from the previous one, and Article 6(5) rounds fractions down. The elucidation gives examples: a move from 5.1 to 6.2 per cent is a change from 5 to 6 per cent, and a move from 7.3 to 6.2 per cent a change from 7 to 6 per cent, but a move from 6.1 to 6.99 per cent is not a change. The elucidation to Article 6(7)(e) gives a change in the loan amount and a partial repayment as examples of events that change the pledged amount. Additional shares pledged after a price fall, a common feature of the margin mechanics described under what happens if your stock falls during a loan, can therefore trigger a fresh report.

Two points are not spelt out. Articles 6(6) and 7(2)(b) key the deadline to the signing of the agreement that takes the pledge to 5 per cent, without saying how the clock runs for later changes, so treating each change as running on the same 3-working-day clock is the cautious course. And POJK 4/2024 does not say in terms whether a full release on repayment must be reported, although a fall in the pledged percentage is a change under Article 6(4). Both points should be confirmed with Indonesian counsel or OJK.

Enforcement changes ownership, so it moves the filing from the pledge report to the ownership reports, often for both sides. Under Article 2 of POJK 4/2024, a pledgor that is a director, commissioner, controller or holder of 5 per cent or more reports the change, a holder falling below 5 per cent reports that too (Article 2(3)), and a lender or buyer that acquires 5 per cent or more reports its holding (Article 2(2)(a)). OJK’s model form in Annex I lists "eksekusi atas saham Perusahaan Terbuka yang dijaminkan", enforcement against pledged shares, as a transaction type, as does the elucidation to Article 4(1)(d), and where a controller reports, Article 4(2) requires it to say whether it will maintain control. With the electronic system in place, each report is due within 3 working days of the change (Article 7(2)(a)), and because the pledged shares fall, the pledge report may also need updating under Article 6(4).

If enforcement hands control to a new party, OJK Regulation No. 9/POJK.04/2018 on takeovers of public companies comes in. A controller is a party holding more than 50 per cent of the fully paid voting shares or able to determine the company’s management or policies (Article 1(4)), and after a takeover the new controller must normally announce it within one working day and make a mandatory tender offer (Article 7(1)). Article 23(h) disapplies both where the takeover occurs "karena adanya jaminan utang tertentu yang telah ditetapkan dalam perjanjian utang piutang", because of certain debt security set out in a loan agreement; the new controller must instead announce the takeover within 2 working days, with its reasons and its plans for the company (Articles 28 and 29). Whether a given enforcement falls within Article 23(h) is a question for Indonesian counsel. The disclosure that a block sale itself carries is covered under do block trades have to be disclosed.

As general information, a holder financing an IDX-listed stake should treat the pledge report as part of the transaction timetable. The practical questions are: whether the shares to be pledged, added to any existing pledges with other lenders, reach 5 per cent of the voting rights; who will file, given that Article 3 allows ownership reports to be filed under a written authority, for example by a share registrar, custodian bank, securities company or the issuer, OJK’s January 2026 release describes the same option on AKSes KSEI, and Article 3(2)(b) leaves the shareholder responsible for the accuracy and timeliness of reports filed for it; how top-ups and partial releases will be reported within 3 working days; whether the holder is a director, commissioner or controller with ownership reports of its own; and what the enforcement filings, including any Article 28 takeover announcement, would involve if they were ever needed. Sanctions for breaches range from written warnings and fines to the cancellation of approvals or registrations (Article 9(4)), and OJK may announce them publicly (Article 11). The wider considerations for borrowing against Indonesian shares are set out on the Indonesia stock loans page.

The position described is accurate as at 27 October 2026. Indonesia’s reporting rules have changed several times since 2024, so the position should be confirmed against the current OJK texts and independent Indonesian legal advice taken on any specific transaction.