How to File Merger Notification in Indonesia (KPPU), Thresholds, Deadline, Portal & Fees (2026)

Any merger, consolidation or acquisition that meets Indonesia’s statutory thresholds must be notified to the Commission for the Supervision of Business Competition (KPPU), and understanding exactly how to file merger notification in Indonesia is the single most important compliance step a deal team can take after closing. The regulatory framework tightened significantly with the issuance of KPPU Regulation No. 3 of 2023 (PerKPPU No. 3/2023), which overhauled assessment criteria and filing procedures, while Government Regulation No. 20 of 2023 (PP No. 20/2023) restructured the fee regime under the non-tax state revenue (PNBP) system.

This guide provides a complete, practitioner-focused walkthrough, from threshold screening through portal submission, fee calculation and penalty mitigation, so that M&A counsel, in-house legal teams and transaction advisors can achieve full compliance in 2026. For broader context on Indonesia’s competition landscape, see our Indonesia M&A guide.

TL;DR, four things every deal team must know:

• Trigger. Notification is mandatory when combined assets exceed IDR 2.5 trillion or combined turnover exceeds IDR 5 trillion (lower thresholds apply to banking).
• Deadline. File within 30 working days of the legally effective date of the transaction.
• Portal. Submit online at notifikasi.kppu.go.id during portal hours (09:00–14:00 WIB, business days).
• Fees. PNBP filing fees apply under PP No. 20/2023, the notifying party pays.

Quick Compliance Checklist for Merger Notification in Indonesia

Before diving into the detail, use this ten-point checklist to map your compliance timeline from signing to post-filing. Each item links to the relevant section below.

1. Screen thresholds. Calculate the combined asset value and combined turnover of the merging entities (including affiliates) against the statutory thresholds.
2. Identify the effective date. Determine whether the transaction becomes legally effective on closing, shareholder approval, regulatory clearance or another trigger event.
3. Register on the KPPU portal. Create an account at notifikasi.kppu.go.id, registration itself can take several business days, so begin early.
4. Assemble the document pack. Gather corporate identity documents, transaction agreements, audited financial statements, powers of attorney and any sector-specific approvals.
5. Calculate the PNBP fee. Use the tariff schedule in PP No. 20/2023 to compute the applicable non-tax state revenue payable to KPPU.
6. Complete the online notification form. Fill in every mandatory field, upload all documents in PDF format and double-check data accuracy.
7. Pay the filing fee. Route payment through the designated state revenue channel and retain proof of payment.
8. Submit within 30 working days. Ensure the portal submission is completed and acknowledged before the statutory deadline.
9. Obtain the registration number. Download and file the portal-generated registration receipt as evidence of timely notification.
10. Monitor KPPU correspondence. Respond promptly to any request for additional information or clarification during the assessment phase.

Does This Transaction Require Merger Notification? Key Decision Criteria

Not every M&A transaction triggers the obligation to file merger notification in Indonesia. The merger notification requirements Indonesia imposes are threshold-based: they apply to mergers (penggabungan), consolidations (peleburan) and acquisitions (pengambilalihan) of shares that result in a change of control, provided the resulting entity (or the combined parties) breaches certain asset or turnover levels. The statutory basis sits in Article 29 of Law No. 5 of 1999 (the Competition Act), implemented through PP No. 57/2010 and refined by PerKPPU No. 3/2023.

The test involves two cumulative questions. First, does the transaction constitute a merger, consolidation or share acquisition resulting in a change of control? Second, do the combined parties exceed the asset and turnover thresholds Indonesia sets for mandatory notification? If the answer to both is yes, the surviving or acquiring entity must notify KPPU within the prescribed deadline.

Asset and Turnover Thresholds (Indonesia)

The following table summarises the thresholds as established under the merger-control framework. Banking-sector entities are subject to separate, higher asset thresholds given the scale of financial-institution balance sheets.

Because the test is disjunctive, exceeding either the asset threshold or the turnover threshold is sufficient, deal teams should model both metrics at the earliest stage of transaction planning. Affiliate-level data must be consolidated, which can be particularly complex in multi-layered holding structures common in Southeast Asian conglomerates.

Post-Merger Notification Deadline in Indonesia: the 30-Day Rule

Indonesia operates a post-merger (ex-post) notification regime, not a pre-merger clearance system. This means parties are free to close and implement a transaction without waiting for KPPU approval, but they must notify KPPU within 30 working days from the legally effective date of the transaction. The post-merger notification deadline Indonesia imposes is strict, and missing it exposes the notifying party to administrative penalties.

Defining the “effective date” is critical, and often contested. The table below outlines common trigger scenarios.

Industry observers expect KPPU to apply an increasingly purposive interpretation of “effective date”, focusing on the date control genuinely shifts, regardless of administrative formalities. Deal teams should therefore err on the side of an earlier trigger date to preserve filing headroom.

How to File Merger Notification Through the KPPU Online Notification Portal

The KPPU online notification portal is the exclusive channel for submitting a merger notification. Hardcopy or email submissions are no longer accepted for standard notifications. The portal URL is notifikasi.kppu.go.id. Below is a step-by-step walkthrough based on KPPU’s official filing guidance.

1. Create an account. Navigate to notifikasi.kppu.go.id and register a user account. You will need the notifying entity’s company details, a valid email address, and identification for the authorised representative. Account verification can take several business days, register well in advance of the deadline.
2. Log in and select “New Notification”. Once verified, log in and create a new merger-notification filing. Select the transaction type (merger, consolidation, or share acquisition).
3. Complete mandatory fields. Enter the identities of all merging parties, the transaction structure, the effective date, combined asset and turnover figures, and a description of the relevant market(s).
4. Upload supporting documents. All files must be in PDF format. See the document checklist below for the full list.
5. Route payment. The portal will generate payment instructions for the applicable PNBP fee. Complete payment through the designated state revenue channel.
6. Submit and obtain registration number. Upon successful submission and payment confirmation, the portal generates a registration number. Download and retain this receipt as evidence of timely filing.

Portal Operational Hours and Practical Tips

The KPPU online notification portal accepts submissions during business days only, between 09:00 and 14:00 Western Indonesia Time (WIB). For international counsel, WIB is UTC+7, meaning portal closing at 14:00 WIB equates to 07:00 UTC, 02:00 Eastern US, and 15:00 Singapore/Hong Kong. Submissions attempted outside these hours will not be processed until the next business day, which can jeopardise a tight deadline. Plan uploads for mid-morning WIB to allow time for any technical issues.

Required Document Checklist

Merger Filing Fee in Indonesia: PNBP Calculation and Who Pays

Filing fees for merger notifications are classified as non-tax state revenue (Penerimaan Negara Bukan Pajak, or PNBP) and are governed by PP No. 20/2023. This regulation replaced the earlier fee framework and introduced a structured tariff schedule for KPPU services, including merger-notification assessment fees. Understanding the merger filing fee Indonesia applies is essential for transaction budgeting.

The fee structure under PP No. 20/2023 distinguishes between several types of KPPU-related PNBP. The most relevant to deal teams are the notification registration fee and the assessment fee. The notifying party, typically the surviving entity in a merger, or the acquirer in a share acquisition, is responsible for payment. Payment is made through the state revenue system (SIMPONI or equivalent channel) and must be completed before the portal will finalise the notification submission.

Worked Example: Three-Party Merger

Consider a consolidation involving three Indonesian manufacturing companies, all of which will merge into a single surviving entity. Because this constitutes a single transaction resulting in one consolidated entity, only one notification is required, not three. The surviving entity is the notifying party and bears the filing fee. The total fee payable consists of the flat notification registration fee plus the applicable assessment fee (simple or detailed, depending on KPPU’s classification of the case). Practitioners should consult the specific tariff amounts in the schedule annexed to PP No. 20/2023, as these are denominated in IDR and periodically reviewed.

Early indications suggest that KPPU’s fee regime is designed to remain accessible relative to the scale of transactions that trigger the thresholds, but in multi-step deal structures, the question of whether a single notification or multiple notifications are required should be resolved in advance to avoid over-payment.

Special Cases: Foreign-to-Foreign Mergers, Banking, Telecom and Digital Platforms

A common question for cross-border deal teams is whether a foreign-to-foreign merger notification Indonesia requires applies when neither party is incorporated in Indonesia. The answer is yes, provided the transaction meets the statutory thresholds when measured by the parties’ Indonesian assets, sales or activities. If the merging foreign entities have subsidiaries, branches or significant revenue in Indonesia, and their combined Indonesian-attributed assets or turnover exceed the thresholds, notification is mandatory.

Sector-specific variations add further complexity. The table below summarises key differences.

For transactions involving entities in AI-regulated sectors, counsel should also consider whether emerging regulatory frameworks create additional notification or approval requirements that interact with the KPPU timeline.

KPPU Review Process, Timelines and Outcomes

Once a notification is submitted through the KPPU online notification portal, the review proceeds in defined stages. Understanding these stages helps deal teams plan integration timelines and manage board reporting.

• Administrative verification. KPPU checks that the notification is complete, all mandatory fields are filled, all documents are uploaded, and the fee is paid. If deficient, KPPU issues a request for completion. The notification is not deemed “received” until it passes administrative verification.
• Simple assessment (Phase I). KPPU conducts a preliminary competition analysis. If the merger does not raise substantive competition concerns, for example, the combined market share remains below significant thresholds or the relevant markets are unconcentrated, KPPU may conclude with a clearance opinion at this stage.
• Detailed assessment (Phase II). Where the simple assessment reveals potential competition issues, significant market concentration, vertical integration concerns or conglomerate effects, KPPU escalates to a detailed assessment. This phase involves deeper market analysis, third-party consultations and potentially interviews or information requests directed at the merging parties.
• Outcome. KPPU issues an assessment opinion, which may take one of three forms: (a) no objection (clearance), (b) conditional clearance with behavioural or structural remedies, or (c) an adverse opinion indicating the transaction may harm competition.

It is important to note that because Indonesia operates a post-merger system, KPPU’s assessment opinion does not formally “approve” or “block” a transaction that has already closed. However, an adverse opinion can trigger enforcement proceedings, including orders to unwind the transaction. The likely practical effect for most transactions is that a timely, well-prepared notification receives clearance at the simple-assessment stage within a matter of weeks.

KPPU Penalties for Late Filing: Risks and Mitigation

Failing to notify KPPU or missing the 30-working-day deadline exposes the notifying party to administrative sanctions under the Competition Act and its implementing regulations. The penalty framework operates as follows.

KPPU penalties for late filing have become a genuine enforcement priority. Industry observers expect increasing scrutiny of foreign-to-foreign transactions where the parties assumed no Indonesian nexus existed. The safest course is to conduct a threshold analysis for every cross-border deal involving Indonesian subsidiaries or revenue streams.

Practical Checklist at Signing and Closing

Deal counsel should integrate the following ten-point protocol into their signing and closing mechanics to ensure how to file merger notification in Indonesia is addressed seamlessly within the transaction workflow.

1. Run combined asset and turnover calculations during due diligence, flag notification obligation in the deal memorandum.
2. Include a merger-notification covenant in the SPA or merger agreement, specifying which party bears responsibility for filing and fee payment.
3. Register on the KPPU portal no later than signing, do not wait until closing.
4. Appoint an authorised representative and execute the power of attorney (surat kuasa) before the effective date.
5. Compile all required documents (see checklist above) into a single indexed PDF bundle.
6. Calculate the PNBP fee and arrange payment channels before the closing date.
7. Identify the legally effective date with precision, record this date in the closing certificate.
8. File the notification on the portal within the first week post-closing to build in a buffer against technical delays.
9. Download and archive the registration number receipt, payment confirmation and all portal correspondence.
10. Assign an internal contact to monitor KPPU queries and respond within any time limits set by the commission.

Conclusion

Filing a merger notification with KPPU is a non-discretionary compliance step for any transaction that crosses Indonesia’s asset or turnover thresholds. The 2023 regulatory reforms, PerKPPU No. 3/2023 for procedures and PP No. 20/2023 for fees, tightened the framework, and the likely trajectory is toward even stricter enforcement and potential movement toward a pre-merger clearance model in future years. Deal teams that build KPPU notification into their transaction playbook from the earliest stages of due diligence will avoid the risks of late filing, administrative fines and, in the worst case, KPPU-mandated unwinding.

For practitioners seeking step-by-step support on how to file merger notification in Indonesia, securing experienced Indonesian corporate counsel early in the deal process is the most effective risk-mitigation strategy. Find an Indonesian corporate lawyer through our directory.

Sources

1. Peraturan KPPU No. 3 Tahun 2023 (PerKPPU No. 3/2023), JDIH KPPU
2. KPPU, How To File Merger Notification (English)
3. KPPU, Penilaian (Enforcement / Assessment Overview)
4. Peraturan Pemerintah Nomor 20 Tahun 2023 (PP No. 20/2023), BPK
5. Undang-Undang Nomor 5 Tahun 1999 (Competition Act)
6. Peraturan Pemerintah Nomor 57 Tahun 2010 (PP No. 57/2010)
7. KPPU Sosialisasi Perkom Merger (Socialisation Materials)