How to File Merger Notification in Indonesia (KPPU), 2026 Step‑by‑step

Any merger, consolidation or acquisition that crosses Indonesia’s statutory asset or turnover thresholds must be reported to the Komisi Pengawas Persaingan Usaha (KPPU), the country’s competition commission, after the transaction takes legal effect. Understanding how to file merger notification in Indonesia has become more complex since KPPU Regulation No. 3 of 2023 introduced a fully electronic submission process and Government Regulation No. 20 of 2023 (GR 20/2023) imposed non‑tax state revenue (PNBP) filing fees for the first time. This guide walks in‑house counsel and compliance teams through every stage of the 2026 process: threshold analysis, deadline management, portal registration, fee calculation, document preparation and penalty mitigation.

Quick‑Reference Summary

Before diving into the detail, here is the headline compliance checklist for filing a merger notification in Indonesia under the current rules:

• Legal basis. Law No. 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition, implemented through KPPU Regulation No. 3 of 2023.
• Regime type. Post‑merger (mandatory notification after the transaction becomes legally effective).
• Asset threshold. Combined value of assets in Indonesia exceeds IDR 2.5 trillion (general) or IDR 20 trillion (banking).
• Turnover threshold. Combined turnover in Indonesia exceeds IDR 5 trillion.
• Filing deadline. No later than 30 working days after the transaction becomes legally effective.
• Submission channel. KPPU online notification portal.
• Filing fee. PNBP payable under GR 20/2023, amount depends on the type of service requested.
• Penalties. Administrative fines of up to IDR 25 billion per day of delay for late or non‑notification.

Each element is unpacked in the sections that follow. For broader context on Indonesian M&A structuring, see the companion guide on this site.

Legal Framework Governing Merger Notification in Indonesia

Law No. 5 of 1999, The Foundation

Indonesia’s merger notification requirements originate in Law No. 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition. Article 28 prohibits mergers and acquisitions that could cause monopolistic practices or unfair competition, while Article 29 requires parties to notify KPPU once a transaction that meets the prescribed thresholds has been completed. Critically, Indonesia operates a post‑merger notification system, filings are submitted after, not before, the deal closes. The law grants KPPU authority to assess the competitive impact of a completed transaction and, where necessary, to impose administrative sanctions.

KPPU Regulation No. 3 of 2023, Procedural Overhaul

KPPU Regulation No. 3 of 2023 replaced the previous merger regulation and introduced several important changes. The regulation mandated the use of KPPU’s online notification portal for all submissions, standardised the document checklist, and clarified the assessment timeline that KPPU follows once a filing is deemed complete. It also refined the guidance on which entities within a corporate group are counted when calculating asset and turnover thresholds, a point that had previously caused confusion in foreign‑to‑foreign transactions.

GR 20/2023, Filing Fees Introduced

Government Regulation No. 20 of 2023 on Types and Tariffs of Non‑Tax State Revenue (PNBP) Applicable to KPPU introduced, for the first time, compulsory filing fees for merger notification submissions. Before this regulation, KPPU notification carried no direct government charge. The PNBP framework sets out fee types and tariff brackets that apply to various KPPU services, including post‑merger notifications and voluntary pre‑merger consultations.

Do You Need to Notify? Asset and Turnover Thresholds in Indonesia

The obligation to file merger notification in Indonesia is triggered when the combined value of assets or turnover of the merging parties, measured in Indonesia, crosses either of two independent thresholds. Meeting just one threshold is sufficient to trigger the notification requirement.

Calculating the Thresholds, Practical Points

When assessing whether the merger notification requirements in Indonesia apply, the following practical considerations matter:

• Consolidated group figures. Assets and turnover are measured on a consolidated basis for the corporate groups involved, not just the direct parties to the transaction.
• Indonesian nexus only. Only assets located in Indonesia and turnover generated in Indonesia are counted toward the thresholds.
• Both share and asset deals. The obligation applies equally to share acquisitions and asset acquisitions, as well as statutory mergers and consolidations.

Foreign‑to‑Foreign Merger Notification in Indonesia

A common misconception is that offshore transactions fall outside KPPU’s jurisdiction. In fact, where a foreign acquirer purchases shares in a foreign target that holds, directly or through subsidiaries, assets or turnover in Indonesia meeting the thresholds, a post‑merger notification is required. The test is functional, not based on the nationality or domicile of the parties. In‑house teams managing cross‑border deals should include an Indonesia merger‑control work stream in their integration planning whenever either group has an Indonesian subsidiary or significant in‑country revenue.

Post‑Merger Notification Deadline in Indonesia

Under KPPU Regulation No. 3 of 2023, the notifying party must submit its post‑merger notification to KPPU no later than 30 working days after the date on which the transaction becomes legally effective. For share acquisitions this is typically the date of share transfer in the company’s register of shareholders; for statutory mergers it is the date the merger deed is approved by the Ministry of Law and Human Rights.

Practical Timeline and Internal Calendar

Missing the 30‑working‑day window creates enforcement risk. The table below maps a practical compliance calendar for transaction teams:

Industry observers note that KPPU has informally encouraged parties to begin assembling their notification documents well before closing, and, where appropriate, to use the voluntary pre‑merger consultation mechanism, to avoid last‑minute scrambles. Early indications suggest that the regulator is moving toward a more proactive engagement model, although the formal regime remains post‑merger as of August 2026.

How to File Merger Notification in Indonesia: KPPU Online Notification Portal

Since KPPU Regulation No. 3 of 2023 took effect, all post‑merger notifications must be filed electronically through the KPPU online notification portal. Paper submissions are no longer accepted for standard filings.

Step 1, Register an Entity Account

Before any documents can be uploaded, the notifying party (or its authorised Indonesian counsel) must create a registered account on the KPPU notification portal. Registration requires basic corporate identification details, company name, registration number, registered address and a designated contact email. Account creation is free of charge and can be completed independently of the notification itself.

Step 2, Prepare and Upload the Document Pack

Once the account is active, the notifying party uploads the complete notification document pack. KPPU’s published checklist requires the following at a minimum:

• Cover letter. Addressed to the Chairman of KPPU, identifying the transaction, the parties, the effective date and the basis for notification.
• Identity documents. Deed of establishment and latest articles of association of all parties; identity documents (KTP/passport) of authorised signatories.
• Power of attorney. If filed by counsel, a notarised special power of attorney (surat kuasa khusus) authorising the representative to submit the notification on the party’s behalf.
• Transaction documents. Copies of the share purchase agreement, merger deed or other transaction documents evidencing the deal structure and consideration.
• Financial statements. Audited financial statements of each party (and their Indonesian subsidiaries) for the most recent financial year, used to verify the threshold calculation.
• Market data. Description of the relevant product and geographic markets, estimated market shares and competitive landscape analysis.
• Organisational charts. Pre‑ and post‑transaction corporate structure charts for both groups.

All documents must be in Indonesian or accompanied by a sworn Indonesian translation (penerjemah tersumpah). PDF format is standard; the portal may impose individual file‑size limits.

Step 3, Observe Portal Operating Hours

KPPU’s socialization materials for Regulation No. 3 of 2023 indicate that the portal operates during Indonesian Western Time (WIB) business hours. Submissions uploaded outside those windows may not be validated until the next working day. Practical experience suggests that filers should aim to complete uploads well before the end of the portal’s daily cut‑off to avoid timestamping issues that could affect the 30‑working‑day deadline calculation.

Step 4, Pay the Filing Fee

After the system validates the document upload, the portal generates a billing code (kode billing) for the PNBP filing fee under GR 20/2023. Payment must be made through the designated state treasury channel before KPPU will process the notification further. Fee calculation details are set out in the next section.

Step 5, Receive Acknowledgement and Track Progress

Once payment is confirmed and KPPU’s team reviews the filing for completeness, the portal issues an electronic acknowledgement of receipt. If documents are missing or insufficient, KPPU will issue a deficiency notice requiring the filer to supplement the submission within a specified period. Common validation errors include:

• Unsigned or undated power of attorney.
• Financial statements that do not match the fiscal year immediately preceding the effective date.
• Missing sworn translations of foreign‑language documents.
• Incomplete market‑share analysis or failure to define the relevant market.

Addressing these points proactively, before submission, significantly reduces the risk of delays.

Merger Filing Fee in Indonesia: GR 20/2023 Explained

Government Regulation No. 20 of 2023 introduced PNBP fees payable for various KPPU services. For merger notifications specifically, the regulation establishes tariff categories that apply to post‑merger notification filings and to voluntary pre‑merger consultations. The fee is classified as non‑tax state revenue and is paid directly to the state treasury.

How the Fee Is Calculated

The PNBP tariff under GR 20/2023 is structured by service type rather than as a percentage of transaction value. The Ministry of Finance’s Directorate General of Budget has explained that the regulation is designed to strengthen governance of non‑tax revenue while improving the quality of KPPU’s services. The fee amount for a standard post‑merger notification filing is fixed by the tariff schedule annexed to GR 20/2023.

A simplified illustration of the fee structure:

Who Pays and When

The filing fee is payable by the notifying party, typically the acquirer in an acquisition or the surviving entity in a statutory merger. Payment is triggered by the portal’s generation of a billing code after the document upload is validated. The fee must be settled before KPPU begins its substantive completeness review. Receipts are generated through the state treasury payment system and should be retained as part of the transaction compliance file.

Parties that engage in voluntary pre‑merger consultation, an increasingly common practice for large or complex transactions, pay a separate consultation fee under the same GR 20/2023 tariff schedule. The likely practical effect of the fee regime is to encourage parties to consolidate their submissions carefully rather than filing piecemeal, since each interaction may attract its own PNBP charge.

Document Checklist and Submission Templates

A well‑organised document pack is the single most important factor in achieving a smooth merger notification in Indonesia. The checklist below consolidates KPPU’s requirements under Regulation No. 3 of 2023 with practical recommendations:

Mandatory Documents

1. Cover letter to the Chairman of KPPU (in Indonesian).
2. Completed notification form (generated through the online portal).
3. Notarised power of attorney (surat kuasa khusus) if filed by counsel.
4. Deed of establishment and latest amended articles of association of all parties.
5. Identity documents (KTP or passport) of authorised signatories.
6. Transaction documents (SPA, merger deed, asset purchase agreement, etc.).
7. Audited financial statements of each party for the most recent financial year.
8. Pre‑ and post‑transaction corporate structure charts.
9. Proof of PNBP fee payment.

Recommended Attachments

• Market‑share analysis. Include a definition of the relevant product and geographic markets, estimated market shares, and the names of principal competitors.
• Competitive‑impact narrative. A concise memorandum explaining why the transaction is unlikely to substantially lessen competition.
• Indonesian subsidiary financials. Separate audited or management accounts for the Indonesian operations, if the group consolidation does not disaggregate these clearly.
• Copies of any regulatory approvals. OJK banking approval, Ministry of Communication licences or other sector‑specific clearances already obtained.

Translation Guidance

All foreign‑language documents must be accompanied by Indonesian translations prepared by a sworn translator (penerjemah tersumpah) registered with the relevant Indonesian court. Unofficial translations will be rejected. Transaction teams should budget additional lead time, typically five to ten working days, for the translation of lengthy SPAs or financial statements.

Cover‑Letter Template Outline

A compliant cover letter should include: (a) the full legal names and registered addresses of all parties; (b) a description of the transaction type (share acquisition, statutory merger, asset deal); (c) the date the transaction became legally effective; (d) a confirmation that the applicable threshold is met, with reference to the specific figures; and (e) a list of documents enclosed. Indonesian counsel can adapt standard templates to fit transaction‑specific facts.

KPPU Penalties for Late Filing and Enforcement Practice

KPPU takes late and non‑notification seriously. Under Law No. 5 of 1999, the commission may impose administrative fines of up to IDR 25 billion for failure to notify a reportable transaction. In practice, KPPU has pursued enforcement actions against both domestic and multinational companies that missed the notification deadline or failed to file altogether.

KPPU’s press releases and published decisions reveal a pattern of escalating enforcement. The commission has demonstrated willingness to investigate transactions that closed years earlier if they were never notified, and to impose fines that reflect the seriousness of the omission.

What to Do If You Discover a Missed Notification

If an internal compliance review reveals that a past transaction should have been notified but was not, the recommended course of action is:

• Engage Indonesian competition counsel immediately. Early legal advice can shape the remediation strategy before KPPU initiates its own investigation.
• Consider voluntary late filing. While KPPU’s regulations do not create a formal self‑reporting safe harbour, filing voluntarily, accompanied by a candid explanation, is widely regarded as a mitigating factor.
• Prepare a compliance narrative. Document the reasons for the oversight, the steps taken to correct it and any internal policy changes implemented to prevent recurrence.
• Cooperate fully with KPPU’s inquiry. Non‑cooperation or incomplete disclosure typically aggravates the penalty outcome.

Sector‑Specific Rules and Special Cases

Certain regulated sectors in Indonesia apply modified notification rules or require coordination with additional regulators:

• Banking. The asset threshold for banking‑sector transactions is IDR 20 trillion, significantly higher than the general IDR 2.5 trillion threshold. However, any banking merger or acquisition that meets this threshold must also receive approval from the Financial Services Authority (Otoritas Jasa Keuangan / OJK) before it takes effect. Parties should ensure that both the KPPU notification and the OJK approval work streams run in parallel.
• Telecommunications. Telecoms mergers may require clearance from the Ministry of Communication and Digital Affairs in addition to KPPU notification. Spectrum and licence transfers have separate regulatory tracks.
• Energy and mining. Transactions involving mining concession rights (IUP) or energy permits may engage additional review by the Ministry of Energy and Mineral Resources. The merger notification to KPPU remains independently required if the thresholds are met.

In all sector‑specific cases, the KPPU notification obligation is additive, it does not replace, and is not replaced by, any sector‑regulator approval.

Reporting Obligations at a Glance, Comparison Table

Next Steps

Filing a merger notification in Indonesia requires careful coordination of threshold analysis, document preparation, portal registration, fee payment and deadline management. Errors at any stage, from miscalculating the Indonesian asset nexus to missing a sworn translation, can delay the process or trigger enforcement action.

For transaction‑specific guidance, including threshold modelling and portal submission support, connecting with experienced Indonesian corporate counsel is essential. Browse the Global Law Experts lawyer directory to find qualified M&A and competition specialists with direct experience in KPPU notification filings.

Sources

1. Komisi Pengawas Persaingan Usaha (KPPU), Official Website and FAQ
2. Peraturan KPPU No. 3 Tahun 2023, Official Regulation Text
3. Government Regulation No. 20 of 2023 (PP No. 20 Tahun 2023), PNBP Tariffs for KPPU
4. Law No. 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition
5. Direktorat Jenderal Anggaran / Ministry of Finance, Press Release on PP No. 20/2023
6. KPPU Sosialisasi Peraturan KPPU (Regulation No. 3/2023 Socialisation Briefing)