How to Acquire Shares in an Indonesian Insurance Company: Step‑by‑step (OJK Approval & Ministry Verification)

Understanding how to acquire shares in an Indonesian insurance company is essential for any strategic investor, private‑equity fund or joint‑venture partner planning to enter one of Southeast Asia’s fastest‑growing insurance markets. The share acquisition process in Indonesia is governed primarily by Insurance Law No. 40/2014, overlaid by sector‑specific regulations issued by the Otoritas Jasa Keuangan (OJK) and, since 2025, tightened corporate‑registry requirements under Minister of Law Regulation No. 49/2025 (Permenkum 49/2025). This guide sets out every procedural stage, from pre‑deal scoping to post‑closing compliance, together with the documents needed for share transfer, indicative costs, a timeline for OJK approval, and a dedicated section on Ministry of Law verification in 2026.

It is designed for General Counsel, in‑house teams and insurance executives who need a practical playbook rather than a high‑level legal alert.

Overview of the Share Acquisition Process and Who It Applies To

A “share acquisition” in the Indonesian insurance context covers any transaction that results in a change of ownership of shares in a licensed life insurer, non‑life (general) insurer, reinsurer or sharia‑window company. Under Insurance Law No. 40/2014, OJK approval is required whenever a share deal causes a change of controlling shareholder or triggers statutory thresholds. Even minority acquisitions may require prior notification to OJK depending on the buyer’s identity and the resulting ownership structure.

The process engages two parallel regulatory tracks. First, the OJK approval track: the buyer submits an application, undergoes a fit‑and‑proper assessment, and receives (or is refused) formal approval. Second, the Ministry of Law (MoL) / SABH track: every notarial deed, board change or amendment to articles of association must be filed through the Sistem Administrasi Badan Hukum (SABH) portal at Kemenkumham. Since Permenkum 49/2025 took effect, failure to maintain SABH compliance, including timely upload of annual‑report approvals, can block the company’s SABH access entirely, preventing the recording of share transfers and director changes. Understanding both tracks, and sequencing them correctly, is the foundation of a successful acquisition.

Eligibility and Prerequisites for Acquiring Shares in an Indonesian Insurance Company

Before entering negotiations, a buyer must confirm that it satisfies Indonesia’s eligibility requirements for foreign ownership in the insurance sector and that the target company is in good regulatory standing.

Foreign Investor Scenarios: Direct Purchase, Stock Exchange and Joint Ventures

Indonesia’s foreign‑ownership regime for insurance companies is set out in Insurance Law No. 40/2014 and its implementing Government Regulation, as summarised by the Sekretariat Kabinet (Setkab). Foreign investors, whether legal entities or individuals, may acquire shares in an Indonesian insurer, but the maximum foreign ownership percentage is subject to regulatory caps that have evolved over time. The Government Regulation on foreign insurance companies distinguishes between:

• Direct acquisition (private sale). A foreign party acquires shares directly from the existing shareholders pursuant to a share‑purchase agreement. OJK approval is mandatory if the acquisition results in a change of controlling shareholder.
• Stock‑exchange acquisition. Shares of publicly listed insurers may be purchased through the Indonesia Stock Exchange (IDX). Mandatory‑offer and disclosure thresholds under capital‑markets rules apply in addition to OJK insurance‑sector requirements.
• Joint venture. A foreign insurer or financial institution establishes a new JV with an Indonesian partner. OJK licensing for new entities follows a separate track but overlaps with the fit‑and‑proper process described below.

Industry observers note that the practical cap for foreign ownership Indonesia insurance is 80 per cent for most categories, although specific thresholds can vary by licence type and applicable Negative Investment List / Risk‑Based Investment Classification. Investors should verify the current cap with counsel and OJK at the time of the transaction.

Regulatory Red Flags: Capital Adequacy and Ongoing Supervision

Before proceeding, the buyer’s counsel should confirm that the target maintains the minimum risk‑based capital (RBC) ratio prescribed by OJK, holds valid licences for all product lines it underwrites, and is not subject to any pending supervisory sanctions, restrictions on business or corrective action plans. An insurer that is under heightened OJK supervision may face restrictions on share transfers. Additionally, under OJK Regulation No. 36/2024 (POJK 36/2024), insurers must comply with updated governance and operational standards; non‑compliance can complicate or delay OJK’s assessment of a proposed acquisition.

How to Acquire Shares in an Indonesian Insurance Company: Step‑by‑Step Procedure

The share acquisition process in Indonesia follows a broadly sequential path, although several workstreams run in parallel. The table below summarises each step, the responsible party and the typical duration. Detailed guidance follows beneath.

Step 1, Confirm Regulatory Scope and Target Classification

Identify the target’s licence type, life, non‑life (general), reinsurer, or sharia‑window operator, because each category triggers different OJK approval requirements and foreign‑ownership thresholds under Insurance Law No. 40/2014. Confirm whether the target is a public company listed on the IDX (which adds capital‑markets notification obligations) or a private entity. Determine whether the proposed acquisition will result in a change of controlling shareholder, because this is the primary trigger for a mandatory OJK application. A “controlling shareholder” is generally defined as a party that directly or indirectly holds shares sufficient to influence the management and policies of the company.

Step 2, Conduct Pre‑Deal Regulatory Due Diligence

Regulatory due diligence for an insurance target in Indonesia goes beyond standard corporate DD. The buyer’s counsel should request and review:

• OJK licence certificates and evidence of current good‑standing status.
• Solvency and RBC reports (most recent quarterly filings to OJK).
• Product registration approvals, under OJK Regulation No. 8/2024 (POJK 8/2024), insurers must register products through updated channels; verify that all active products are properly registered.
• OJK supervisory correspondence, warning letters, corrective‑action orders or pending examinations that may restrict share transfers.
• SABH corporate registry status, confirm that the target’s articles of association, latest director/commissioner composition and annual‑report filings are up to date in SABH. Under Permenkum 49/2025, a company whose SABH access has been blocked cannot process any new corporate filings.
• Audited financial statements (typically last three years) and actuarial valuation reports.
• Beneficial‑owner disclosure records filed with the Ministry of Law.

A due diligence checklist tailored to insurance M&A in Indonesia is available as a separate resource. Early identification of DD red flags, especially OJK supervisory restrictions or SABH non‑compliance, can save months of delay later in the process.

Step 3, Structure the Transaction and Negotiate the SPA

The share‑purchase agreement (SPA) for an Indonesian insurance acquisition should include:

• Condition precedent: OJK approval. The SPA should be expressly conditional on receipt of OJK approval for the change of controlling shareholder. Include a long‑stop date that accounts for the 8–12‑week (or longer) OJK review window.
• Notarial deed requirements. Under Indonesian law, the share transfer must be documented in a notarial deed (akta) executed before an Indonesian notary.
• Escrow arrangements. Where material purchase‑price amounts are involved, escrow accounts at a reputable Indonesian bank protect both parties pending satisfaction of conditions.
• Representations on SABH compliance. The seller should represent that the target company’s SABH filings are current and that SABH access is not blocked, a new consideration under Permenkum 49/2025.
• Post‑closing capital commitments. OJK may condition approval on the buyer committing to inject additional capital, maintain RBC ratios or fulfil a business plan. These commitments should be reflected in the SPA.

Step 4, File the OJK Application and Complete Fit‑and‑Proper Assessment

This is typically the longest step in the share acquisition process. The buyer (or its local counsel) submits a formal application to OJK that includes, at a minimum:

• The completed OJK application form.
• Corporate documents of the buyer (certificate of incorporation, articles, shareholder structure, audited financials).
• A detailed business plan for the target company post‑acquisition.
• Evidence of the buyer’s financial capacity (solvency proof, bank references).
• Beneficial‑owner disclosure and AML/KYC documentation.
• Fit‑and‑proper documents for each proposed controlling shareholder, commissioner and director: passport or identity card, curriculum vitae, police clearance certificate (SKCK), tax‑residency certificate, and personal financial statements. Documents issued outside Indonesia generally require apostille or consular legalisation and sworn translation into Bahasa Indonesia.

OJK first conducts a completeness check. If the application package is incomplete, OJK returns it for supplementation, a common source of delay. Once accepted as complete, OJK proceeds with the fit‑and‑proper assessment, which evaluates the competence, integrity and financial reputation of proposed controlling parties. The OJK approval requirements for this assessment are set out in Insurance Law No. 40/2014 and the relevant implementing OJK regulations. The typical timeline for OJK approval at this stage is 8–12 weeks from acceptance of a complete application, although complex transactions or those involving foreign applicants may take longer.

Step 5, Complete MoL / SABH Verification and Corporate Filings

Once OJK approval is obtained (or in parallel, where sequencing allows), the notary prepares the notarial deed of share transfer and any required amendment to the target’s articles of association. These documents must be filed through the SABH portal at the Ministry of Law (Kemenkumham).

Under Permenkum 49/2025, the notarial deed must be uploaded to SABH within 30 days of execution. Critically, the target company must also have fulfilled its own SABH obligations, including notarisation and upload of the minutes of the annual general meeting of shareholders (RUPS) approving the annual report, before the system will accept new filings. If the company has failed to comply, SABH access is blocked, and no share‑transfer registration, director appointment or article amendment can be processed until the deficiency is remedied. This Ministry of Law verification step in 2026 has become a gating item that can delay or derail otherwise fully approved transactions.

Step 6, Execute Closing and Update the Share Register

At closing, the following actions are completed in rapid sequence:

1. Execute the notarial deed of share transfer before the appointed Indonesian notary.
2. Transfer the purchase price (release from escrow, if applicable).
3. Update the company’s shareholder register (Daftar Pemegang Saham) to reflect the new ownership.
4. Issue new share certificates (or endorse existing certificates) to the buyer.
5. File the notarial deed and updated shareholder particulars in SABH within the 30‑day statutory window.
6. Notify OJK of closing and provide copies of the executed deed and updated register.

Step 7, Fulfil Post‑Closing Compliance and OJK Supervisory Conditions

OJK approval letters frequently contain conditions that must be satisfied within specified periods after closing. Common conditions include:

• Injection of additional paid‑up capital within a stated timeframe.
• Submission of an updated business plan or strategic roadmap.
• Appointment or replacement of commissioners and directors as approved during the fit‑and‑proper process.
• Re‑registration of insurance products under any new product‑registration requirements introduced by POJK 8/2024.
• Update of the company’s profile in the Online Single Submission (OSS) system and tax registrations (NPWP, VAT).

Failure to satisfy post‑closing conditions within the prescribed period can result in OJK issuing supervisory sanctions, including restrictions on business activities. Buyers should allocate dedicated compliance resources from the date of closing.

Documents Needed for an Insurance Share Transfer in Indonesia

The table below lists the principal documents needed for share transfer in the insurance sector, together with practical notes on issuer, format and key considerations.

An OJK‑specific documents checklist, designed as a downloadable reference, is planned as a companion resource to this guide.

Timeline for OJK Approval and Key Deadlines

The aggregate timeline from initial scoping to full post‑closing compliance typically ranges from four to nine months, depending on deal complexity, OJK responsiveness and whether any SABH‑blocking issues arise. The table below sets out the critical deadlines that investors should build into their project plans.

The single most common cause of timeline overrun is an incomplete OJK application. Preparing fit‑and‑proper documents, particularly police clearance certificates, apostilled foreign documents and sworn translations, well in advance of submission is strongly advisable. Early indications suggest that since Permenkum 49/2025 came into force, SABH blocking has become a second major source of delay for transactions where the target company has not maintained its MoL filings.

Cost of Transfer of Shares: Fees and Tax Considerations

The cost of acquiring shares in an Indonesian insurance company varies significantly by deal size, structure and the extent of professional advisory support required. The table below provides indicative ranges. All figures are approximate and should be verified with OJK, the appointed notary and relevant professional advisers at the time of the transaction.

Tax Considerations for Share Acquisitions

Investors should seek specialist Indonesian tax advice early in the deal process. Key tax considerations include:

• Capital‑gains tax. The seller may be liable for income tax on gains from the sale of shares. Rates and mechanics differ depending on whether the seller is a resident or non‑resident taxpayer and whether the shares are listed or unlisted.
• Withholding tax on dividends. Post‑acquisition dividend distributions to foreign shareholders are subject to withholding tax, potentially reduced under an applicable double‑taxation agreement.
• Stamp duty. Nominal stamp duty (materai) applies to certain transaction documents.
• Transfer pricing. Where the buyer and target are related parties, transfer‑pricing documentation obligations may apply to intercompany arrangements established post‑closing.

What Changes in 2026: Permenkum 49/2025 and OJK 2024–2025 Regulations

Two regulatory developments have materially altered the sequencing and risk profile of the share acquisition process in Indonesia for insurance companies.

Permenkum 49/2025, Ministry of Law Verification via SABH

Minister of Law Regulation No. 49/2025 (Permenkum 49/2025) introduced mandatory annual corporate compliance obligations through the SABH system. Companies must now ensure that notarised RUPS minutes, including approval of the annual report, are uploaded to SABH within the statutory deadline. Beneficial‑owner data must also be current. Non‑compliant companies face SABH blocking: their access to the corporate‑registry portal is frozen, meaning no notarial deed (whether for a share transfer, director change or article amendment) can be filed or processed. For investors, the practical effect is that SABH compliance has become a gating item. Pre‑signing due diligence must now include confirmation that the target company’s SABH access is active and unblocked.

If it is blocked, remediation, which involves preparing and filing the overdue documents, must be completed before the transaction can close.

OJK Regulation 36/2024 and OJK Regulation 8/2024

POJK 36/2024 updates operational and governance standards for insurers, touching on risk management, internal audit and compliance frameworks. Industry observers expect that OJK will take compliance with POJK 36/2024 into account when assessing a buyer’s post‑acquisition business plan. POJK 8/2024 overhauls product registration and marketing requirements. Where an acquisition involves transferring or rationalising product portfolios, common in post‑merger integration, the new product‑registration process under POJK 8/2024 must be followed. The likely practical effect is that post‑closing compliance timelines for product re‑registration may be longer than under the prior regime.

Common Pitfalls When Acquiring Shares in an Indonesian Insurance Company

• Failing to check SABH compliance before signing. If the target company’s SABH access is blocked under Permenkum 49/2025, no share‑transfer filings can be processed. Run a SABH status check during due diligence and include a seller representation on SABH compliance in the SPA.
• Underestimating the timeline for OJK fit‑and‑proper assessment. Applicants frequently assume a four‑to‑six‑week window; the realistic timeline is 8–12 weeks from acceptance of a complete application, and cross‑border applications may take longer. Build buffer into the SPA long‑stop date.
• Submitting an incomplete OJK application. OJK will return incomplete packages rather than supplement them on behalf of the applicant. Prepare all fit‑and‑proper documents, SKCK, apostilles, sworn translations, before submission.
• Missing the 30‑day SABH upload deadline. The notarial deed of share transfer must be uploaded to SABH within 30 days of execution. Failure to do so can result in the filing being rejected or additional remediation steps.
• Inadequate beneficial‑owner disclosure. Permenkum 49/2025 requires accurate beneficial‑owner data in SABH. Incomplete or outdated records can trigger blocking.
• Failure to localise documents into Bahasa Indonesia. OJK and Kemenkumham require Indonesian‑language documents. Foreign‑language originals must be accompanied by sworn translations; neglecting this adds weeks to the process.
• Insufficient escrow protection for the buyer. Without a properly structured escrow, the buyer bears settlement risk if OJK approval is refused or delayed beyond the long‑stop date. Use a reputable Indonesian bank with experience in M&A escrow arrangements.

Sources

1. OJK, Law of the Republic of Indonesia on Insurance (No. 40 Year 2014)
2. OJK Regulations page (Peraturan OJK)
3. Kementerian Hukum & HAM (AHU Portal), Permenkum 49/2025
4. Sekretariat Kabinet, Government Regulation on Foreign Insurance Companies
5. Baker McKenzie, Insurance Regulatory Landscape and Key Considerations for M&A Transactions
6. SSEK Law Firm, Indonesia Legal Update: New OJK Regulation on Insurance Products and Marketing
7. ABNR, OJK Reg 36/2024: What’s Changing for Insurance Operations
8. XPnd, PT PMA Annual Compliance Checklist 2026 (Permenkum 49/2025 Guidance)