III.

Minimum Paid-Up Capital and Equity Requirement

Under POJK 77/2016, a P2P Operator must have at least

Indonesia Financial Service Authority Issues New
Regulation on Fintech (Peer-to-Peer) Lending
As a response to the fast-growing and complex development
of information technology-based financial services business in
Indonesia, particularly Peer-to-Peer Lending (“P2P
Lending”) industry, the Indonesia Financial Services
Authority (Otoritas Jasa Keuangan – “OJK”) has recently
issued OJK Regulation No. 10/POJK.05/2022 concerning
Information Technology-Based Collective Financing Services
on 4 July 2022 (“POJK 10/2022”). POJK 10/2022
completely revokes the previous P2P Lending regulation
namely, POJK No. 77/POJK.01/2016 concerning Information
Technology-Based Lending Services (“POJK 77/2016”) save
for its implementing regulations provided that it is not in
contrary with POJK 10/2022.
IDR1,000,000,000 in paid-up capital as at the
application of registration to OJK, and subsequently
have at least IDR2,500,000,000 as at the application of
business license to OJK.
Currently under POJK 10/2022, the amount of the
required paid-up capital is increased to at least
IDR25,000,000,000 as at the establishment of the
P2P Operator company.
The above-mentioned new capital requirement does not
apply for existing P2P Operator that have obtained
business license from OJK.
However, the existing P2P Operator is still obliged to
have a minimum equity of IDR12,500,000,000 to be
complied in the following stages:
Minimum Equity Compliance Deadline

Below is the overview of key points under POJK 10/2022: IDR2,500,000,000 Within 1 year upon
enactment of POJK
I. Licensing Regime 22/2022

Previously, POJK 77/2016 requires a P2P Lending IDR7,500,000,000 Within 2 years upon
operator (“P2P Operator”) candidate to firstly register enactment of POJK
its business to OJK prior to applying for business license 22/2022
to OJK (which must be performed at the latest of 1 year
upon being registered at OJK). IDR12,500,000,000 Within 3 years upon
enactment of POJK
Under POJK 10/2022, P2P Operator candidate shall 22/2022
directly apply for business license to OJK. In addition to
a business license issued by OJK, POJK 10/20222 also
requires P2P Operator to obtain Electronic System IV. Controlling Shareholder
Operator registration (“ESO Registration”) from the
Ministry of Communications and Informatics within 30 A PSP pursuant to POJK 10/2022 includes of any (i) legal
calendar days as of the issuance of business license by entity, (ii) individual, and/or business group that:
OJK. Note that P2P Operator is prohibited to start
its business operation before obtaining ESO 1) Owns 25% or more of a P2P Operator’s issued
Registration. shares with voting rights; or
2) Owns less than 25% of a P2P Operator’s issued
II. Fit and Proper Test for Key Parties shares with voting rights but proven to have ability
to control the P2P Operator, either direct or indirect.
POJK 10/2022 now requires a fit and proper test
(“F&P”) and OJK approval to be eligible being key Furthermore, P2P Operator must also designate at least
parties (Pihak Utama) of a P2P Operator. Key parties in one PSP. Shareholders that fulfil the above-mentioned
this matter consists of (i) controlling shareholder(s) PSP indicator must be designated as PSP of the P2P
(Pemegang Saham Pengendali – “PSP”), (ii) members Operator.
of the Board of Directors (“BOD”), (iii) members of the
Board of Commissioners (“BOC”), and (iv) member of Please note that existing P2P Operator must report their
Sharia Supervisory Board (for sharia-based P2P PSP as well as any subsequent changes on PSP to OJK
Operator). within 6 months after 4 July 2022.

Please note that existing key parties in a P2P Operator

are not required to conduct F&P and obtain OJK
approval. However, should such key parties have an
intention to extend their term in the P2P Operator, then
F&P and OJK approval are required.

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V. Lock-Up Period for Change of Ownership VIII. Lending Limit

POJK 10/22 requires P2P Operator to obtain prior Under POJK 77/2016, the maximum amount of loan
approval on any change of ownership from OJK, that can be received by each borrower is a maximum
including: of IDR2,000,000,000 whereby POJK 10/2022 retains
such provision. However, POJK 77/2016 does not
1) Ownership of a P2P Operator which is not a public regulate the maximum lending limit that a lender can
company; provide through the P2P Operator’s platform.
2) Shareholding in a shareholder of a P2P Operator
which is not a public company; Currently, POJK 10/2022 introduces a maximum
3) PSP in a P2P Operator which is a public company; lending limit that must be complied by a P2P
and Operator for each lender and its affiliates which is a
4) Controlling shareholder of P2P Operator’s maximum amount of equal to 25% from total loan
shareholder which is a public company. disbursed by the P2P Operator to borrowers at the end
of a month.
POJK 10/2022 introduces a lock-up period on changes
of shareholders in a P2P Operator in which a P2P However, the above maximum lending limit for
Operator is prohibited to conduct any form of change of lenders and its affiliates will be implemented in the
shareholders as referred to in the above paragraph following stages:
which resulting (i) new shareholder(s); and/or (ii)
changes of PSP, within 3 years as of the issuance of P2P Period Lending Limit Rate
Operator’s business license from OJK.
6 months period 80% of the total loan
VI. OJK Prior Approval for Certain Corporate Action commencing from 4 July disbursed at the end of
2022 month
POJK 22/2022 specifies the corporate actions of P2P
Operator that must obtain prior approval from OJK. The 12 months period 50% of the total loan
corporate actions that require OJK prior approval are as commencing from 4 July disbursed at the end of
follows: 2022 a month

1) Change of ownership (as referred to in paragraph 1 18 months period 25% of the total loan
of section V above); commencing from 4 July disbursed at the end of
2) Increment of paid-up capital; 2022 a month
3) Change of members of BOD, BOC, and Sharia
Supervisory Board (for sharia-based P2P Operator);
and The elucidation of POJK 10/2022 further explains and
4) Merger and consolidation. provides example for the calculation of lending limit
provisions, as follows:
VII. BOD and BOC Requirement
“if the total outstanding amount of loan disbursed by
1) BOD Requirements a P2P Operator in a month is IDR50 billion, each
lender may only provide loan for the next month with
A P2P Operator must have at least 2 directors. Half a maximum amount of IDR12,5 billion (i.e., 50 X
of the member of BOD must have at least 2 years 25%).”
of managerial experience in financial institutions
(i.e., in credit/financing, risk management, and/or Please note that the above-mentioned lending limit
financial sector). rate does not apply to lenders engaged in
financial services sector supervised by OJK
Furthermore, a director is prohibited from having whereby companies in such sector may provide loan
concurrent positions, except for being a through a P2P Operator with a maximum of 75% from
commissioner in a maximum of 3 other companies. the total loan disbursed at the end of a month.

2) BOC Requirements IX. Classification of Lending Qualities

A P2P Operator must have at least 1 commissioner, POJK 10/2022 specifies the classification of lending
and the numbers of commissioner must not exceed quality for each loan which should fall within the
the numbers of directors. Half of the member of following categories:
BOC must have at least 2 years of experience in
managerial level of financial institutions. Category Performance

Furthermore, a commissioner may only have Current (lancar) No delay in the

concurrent positions in 3 other companies. repayment of loan
and/or economic benefit
of the funding

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 Special mention (dalam Delay in the repayment
perhatian khusus) of loan and/or economic
benefit of the funding
until 30 calendar days as
of the final maturity date

Substandard (kurang Delay in the repayment

lancar) of loan and/or economic
benefit of the funding
until between 30-60
calendar days as of the
final maturity date

Doubtful (diragukan) Delay in the repayment

of loan and/or economic
benefit of the funding
until between 60-90
calendar days as of the
final maturity date

Bad/Non-Performing Delay in the repayment

(macet) of loan and/or economic
benefit of the funding
more than 90 calendar
days as of the final
maturity date

X. Debt Collection Mechanism

POJK 10/2022 generally regulates the debt-collection

mechanism for defaulting borrowers whereby the
collection must be initially through the issuance of
warning letter, which contains the information of (i)
delay time, (ii) total outstanding debt, (iii) economic
benefit of the lending, and (iv) total outstanding
penalty.

A P2P Operator may enter into a cooperation with a

third-party in relation to the debt collection. POJK
10/2022 further regulates the qualification of such
third-party, which must (i) be in the form of legal
entity, (ii) possessed a license for debt collection
activity from the relevant authorized institution. (iii)
having human resources that possessed relevant
certification in debt collection activity, and (iv) is not
affiliated with the P2P Operator or lender.



This summary only highlights certain issues under POJK

10/2022 and may not be complete and comprehensive.
Furthermore, this summary shall not be relied as a legal
opinion or advice. Please visit our website at www.aymp.law
for more information about our firm.

For more specific inquiry about this matter or other emerging

legal issues in Indonesia, please contact the following
lawyers:
- Gunadarma (gunadarma@aymp.law)
- Evando Marsa Achdiat (evando.marsa@aymp.law)

Client Alert – July 2022

Generali Tower, Penthouse Floor
Rasuna Epicentrum, Jl. HR Rasuna Said
Jakarta 12940 – Indonesia
p: +62 21 8370 7777
f: +62 21 8370 7771