1. Require Approval from Bank Indonesia

Non-Bank Electronic Money Operator is a Payment Service Provider (Penyedia Jasa Pembayaran/PJP) that provides services to facilitate payment transactions to service users, based on Article 138 of Bank Indonesia Regulation No. 23/6/PBI/2021 on Payment Service Provider In the event that PJP performs a corporate action in the form of merger, consolidation, separation, and/or there is a takeover of the PJP; the following provisions shall apply:

1. PJP in the form of an Institution Other Than a Bank must first obtain approval from Bank Indonesia; and
2. PJP, in the form of a Bank, must submit a report to Bank Indonesia

In discussing this topic, the provisions in the letter “a” mentioned above apply. Non-Bank Electronic Money Operators must first obtain approval from Bank Indonesia before taking corporate actions.

• The requirement to Obtain Approval from Bank Indonesia

Requests for approval and reports before taking corporate action must at least contain the following information:

1. corporate action background;
2. the party that will take the corporate action;
3. the target time for the implementation of the corporate action;
4. the composition of the management, shareholders, and corporate ownership structure after the corporate action; and
5. business plan for the implementation of Payment System services after the corporate action.

In addition to the report with the information referred to above, there are other requirements in terms of the following:

• Corporate Actions accompanied by changes in the members of the board of directors
• In the event of a merger, consolidation, or separation accompanied by a change in the member of the board of directors responsible for the operation of the Payment System, the proposed change must be reported in advance to Bank Indonesia.
• Based on the report’s results, as referred to in paragraph (1), Bank Indonesia may request a replacement of candidates for members of the board of directors.
• Substitution of candidates for members of the board of directors, as referred to in paragraph (2), shall be made if Bank Indonesia assesses that the candidate for member of the board of directors does not meet the requirements.
• The assessment of Bank Indonesia, as referred to in paragraph (3), may be based on information obtained from the results of the administrative examination and the results of interviews with the candidate members of the board of directors concerned.

• PJP merging with other PJP
• For PJPs merging with other PJPs, PJPs resulting from the merger must report in writing to Bank Indonesia if they will continue their activities as PJPs.
• In the event of a takeover of the PJP, the PJP license remains attached to the Bank or Institution Other than the Bank being taken over.
• PJP that is taken over, as referred to in paragraph (2), must report in writing to Bank Indonesia regarding the takeover.
• A legal entity resulting from a merger, consolidation, or separation that has not obtained a license as a PJP must first obtain a permit from Bank Indonesia if it intends to carry out activities as a PJP.

PJPs in the form of Non-Bank Institutions are prohibited from carrying out corporate actions that result in changes to parties that have:

1. Shares of 25% (twenty-five percent) or more of the number of shares issued by PJP and have voting rights; or
2. Shares are less than 25% (twenty-five percent) of the total shares issued by PJP and have voting rights, but it can be proven that the person concerned has exercised control over PJP, either directly or indirectly.

For 5 (five) years from the date the license was first granted, except based on the approval of Bank Indonesia. The said Bank Indonesia approval is given in the context of fulfilling the provisions and/or follow-up to Bank Indonesia supervision and/or strengthening of capital to improve the operator’s performance which is not intended as a transfer of the license to obtain certain benefits.

• Administrative Sanction for the Violation of Acquisition Requirement
• admonition;
• temporary cessation of, in part, or all of the activities, including the implementation of cooperation; and/or
• Revocation of license as PJP.

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