Who pays the merger filing fee?

The fee is imposed on the notifying party, the entity that submits the notification to KPPU, which is typically the acquirer. Commercially, the parties can agree to allocate the cost differently through a clause in the SPA. From KPPU’s perspective, however, a single notifying party is responsible for payment.

How do you calculate the 0.004% fee using sales versus assets?

You calculate both the combined net sales and the combined total assets of all merging parties (including affiliates), using the most recent audited financial statements. The fee is 0.004% of whichever figure is lower. If combined sales are IDR 8 trillion and combined assets are IDR 10 trillion, the fee is 0.004% × IDR 8 trillion = IDR 320 million.

When must foreign-to-foreign transactions be notified to KPPU?

A foreign-to-foreign transaction must be notified if the parties have Indonesian subsidiaries, assets or business activities and the combined threshold tests (IDR 2.5 trillion in assets or IDR 5 trillion in turnover) are met when aggregating the Indonesian operations. The same 30-business-day post-closing deadline and 0.004% filing fee apply.

What documents are required to notify KPPU?

Parties must submit a completed notification form, transaction documents (SPA, merger deed), audited financial statements, corporate structure charts, market share data, a filing fee payment receipt, and a power of attorney if filed through counsel. All documents are uploaded via the KPPU portal at notifikasi.kppu.go.id.

Is there a maximum cap on the 0.004% filing fee?

GR 20/2023 sets the fee rate at 0.004% without specifying a separate monetary cap. The fee therefore scales linearly with the value base. For very large transactions, the fee can reach billions of Rupiah. Parties should confirm the latest KPPU guidance, as implementing regulations may introduce caps or bands in the future.

What are the penalties for late or no notification?

KPPU can impose administrative fines of up to IDR 25 billion per day of delay, subject to a cumulative cap, and may order divestiture or unwinding of the transaction. The commission has actively enforced these provisions against both domestic and multinational companies in recent years.

What Is The Filing Fee For Merger Control In Indonesia

If you are asking what is the filing fee for merger control in Indonesia, the short answer is 0. 004% of a prescribed value base, payable as a non-tax state revenue (Penerimaan Negara Bukan Pajak or PNBP) charge under Government Regulation No. 20 of 2023 (GR 20/2023). This merger filing fee in Indonesia was introduced alongside the revised merger notification procedures set out in KPPU Regulation No. 3 of 2023, marking the first time Indonesia’s competition authority has charged a fee for reviewing notifiable transactions. The obligation to pay falls on the notifying party, typically the acquirer, and the amount is calculated against the lower of the combined sales value or combined asset value of the merging entities.

For a deal where the relevant value base is IDR 1 trillion, for example, the KPPU filing fee works out at IDR 40 million (approximately USD 2,500).

Fee formula: 0.004% × the lower of combined net sales or combined total assets of the parties.
Who pays: The notifying party (almost always the acquirer or the entity filing with KPPU).
When it applies: For every mandatory post-merger notification that meets KPPU’s asset and turnover thresholds.
Practical impact: Deal teams should budget for this fee early, convert foreign-currency deal values into IDR at the prevailing Bank Indonesia rate, and factor it into closing cost schedules.

When Must Parties Notify KPPU? Merger Notification Thresholds Explained

Before the 0.004% filing fee formula becomes relevant, a transaction must first cross Indonesia’s merger notification thresholds. Under the framework established by Law No. 5 of 1999 (the Competition Law), as supplemented by Government Regulation No. 57 of 2010 and most recently refined by KPPU Regulation No. 3 of 2023, a merger, consolidation or acquisition must be notified to KPPU when it meets certain combined asset or combined turnover tests. Notification is mandatory and must be submitted no later than 30 business days after the transaction’s effective date (the date on which the legal merger, consolidation or share transfer becomes effective).

Turnover threshold

A transaction triggers KPPU notification if the combined net sales (turnover) of all parties involved, including their affiliated companies, exceed IDR 5 trillion (approximately USD 310 million). For banking-sector deals, a separate, lower asset threshold applies instead. The turnover figure is drawn from the most recent audited annual financial statements of each party and is measured on a consolidated basis, encompassing all entities within the same corporate group.

Asset threshold

Alternatively, notification is triggered if the combined total assets of the parties exceed IDR 2.5 trillion (approximately USD 155 million). For transactions involving banks, the asset threshold is IDR 20 trillion. As with turnover, the asset figure uses each party’s most recent audited financial statements, aggregated at the group level. If either the asset or the turnover threshold is met, notification is required, the tests are applied on an either/or basis, not cumulatively.

Worked threshold examples

Scenario 1: Company A (combined assets IDR 1.8 trillion, net sales IDR 6 trillion) acquires Company B (combined assets IDR 500 billion, net sales IDR 1 trillion). Combined net sales total IDR 7 trillion, exceeding the IDR 5 trillion turnover threshold. Notification is required even though combined assets (IDR 2.3 trillion) fall below IDR 2.5 trillion.

Scenario 2: A foreign private-equity fund acquires an Indonesian manufacturing company. The fund’s global assets are IDR 30 trillion; the target’s assets are IDR 800 billion. Combined assets of IDR 30.8 trillion exceed the IDR 2.5 trillion asset threshold. KPPU notification, and the filing fee, are triggered.

How Much Is the Filing Fee for Merger Control in Indonesia and How Is the 0.004% Filing Fee Formula Applied?

GR 20/2023 introduced a schedule of non-tax state revenues applicable to KPPU. The filing fee for a merger notification is set at 0.004% of the value base determined under the regulation. In practical terms, the formula works as follows:

Filing fee = 0.004% × Value base

The “value base” is the lower of (a) the combined net sales or (b) the combined total assets of the merging, consolidating or acquiring parties (including their affiliated companies), as reported in their most recent audited financial statements. This “lower of” approach has been confirmed in practitioner guidance and means that the fee is calculated on whichever aggregate figure, sales or assets, produces the smaller number, reducing the fee burden on parties with, for example, high assets but comparatively low revenue.

Currency conversion

Where a party’s financial statements are denominated in a foreign currency, common for cross-border acquisitions, the figures must be converted into Indonesian Rupiah using the applicable Bank Indonesia middle rate on the date of the financial statements. Deal teams should record the exact rate used and retain supporting documentation, as KPPU may request verification during its review.

Three worked examples using the 0.004% filing fee formula

Scenario	Calculation	Result
Example A, Share sale. Combined net sales: IDR 8 trillion. Combined total assets: IDR 10 trillion. Lower of the two: IDR 8 trillion (net sales).	0.004% × IDR 8,000,000,000,000	IDR 320,000,000 (≈ USD 20,000)
Example B, Asset sale. Combined net sales: IDR 6 trillion. Combined total assets: IDR 3 trillion. Lower of the two: IDR 3 trillion (total assets).	0.004% × IDR 3,000,000,000,000	IDR 120,000,000 (≈ USD 7,500)
Example C, Large cross-border deal. Foreign acquirer assets (converted at BI rate): IDR 150 trillion. Target net sales: IDR 2 trillion. Combined net sales: IDR 52 trillion. Combined total assets: IDR 152 trillion. Lower of the two: IDR 52 trillion (net sales).	0.004% × IDR 52,000,000,000,000	IDR 2,080,000,000 (≈ USD 130,000)

As the examples above illustrate, the merger filing fee in Indonesia scales linearly with the size of the parties. For mid-market domestic deals the fee is typically modest (low hundreds of millions of Rupiah), but for large cross-border transactions the amount can run into single-digit billions of Rupiah. Deal teams should treat this as a closing cost item and model it into financial projections early in the transaction timeline.

Who Pays the KPPU Filing Fee?

Under GR 20/2023 and KPPU’s procedural framework, the KPPU filing fee is imposed on the notifying party, the entity that submits the merger notification to KPPU. In an acquisition, this is almost always the acquirer; in a true merger or consolidation, it is the surviving or resulting entity. There is no statutory mechanism to split the fee between the parties at the KPPU level; from the regulator’s perspective, one party pays.

In practice, however, the economic allocation of the fee is a commercial matter that can be addressed in the transaction documents. Deal lawyers routinely include a short clause in the sale and purchase agreement (SPA) that specifies which party ultimately bears the cost. Common approaches include:

Buyer bears all regulatory costs, the simplest and most common arrangement, mirroring the statutory default.
Seller reimburses buyer, used where the seller’s business characteristics drive a higher fee base.
Shared equally, sometimes seen in mergers of equals or joint venture formations.

A typical SPA clause might read: “All costs associated with the mandatory merger notification to KPPU, including the filing fee payable under GR 20/2023, shall be borne by the Purchaser and paid prior to or on the date of submission of the notification.” When advising on cost allocation, practitioners should also consider the allocation of professional fees (legal counsel, economists, document preparation) that sit alongside the statutory filing fee. For more on structuring SPA terms for Indonesian deals, see our Indonesia M&A guide.

Timing and Steps to Notify KPPU, Merger Control Procedures in Indonesia

Indonesia operates a post-closing mandatory notification regime. Unlike many jurisdictions that require pre-closing clearance, Indonesian law requires parties to notify KPPU within 30 business days after the transaction becomes legally effective. However, parties also have the option to conduct a voluntary pre-merger consultation with KPPU before closing to obtain an indicative opinion. The following steps outline the standard notification process.

KPPU online portal and payment mechanics

All merger notifications are submitted electronically through the KPPU notification portal at notifikasi.kppu.go.id. The notifying party must first register an account, designate an authorised representative, and upload the required documents. The 0.004% filing fee is paid via a bank transfer to KPPU’s designated state treasury account. A payment receipt (bukti pembayaran) must be uploaded to the portal before the notification is treated as formally complete. KPPU does not accept cash or credit card payments.

Documents required

KPPU Regulation No. 3 of 2023 prescribes the documentation package, which typically includes:

Completed notification form (available on the KPPU portal)
Copies of the transaction documents (SPA, merger deed, shareholders’ resolutions)
Audited financial statements of all parties for the most recent financial year
Corporate structure charts (pre- and post-transaction)
Market share data and a description of the relevant market(s)
Evidence of the filing fee payment
Power of attorney (if filed through external counsel)

Timeline: statutory deadlines versus practical experience

Once a notification is deemed complete by KPPU, the authority has 90 business days to conduct its assessment and issue a written opinion. In practice, straightforward transactions are often assessed more quickly. If KPPU concludes that the transaction does not substantially lessen competition, it issues a clearance opinion and no further action is required. If concerns arise, KPPU may request additional information, which tolls the 90-day clock, or ultimately recommend remedies.

Action	Responsible Party	Typical Timing
Threshold test and internal clearance to notify	Acquirer / deal counsel	Pre-closing or immediately post-closing
Portal registration and filing fee payment	Notifying party (or counsel)	Within 30 business days of effective date
Document submission via KPPU portal	Notifying party (or counsel)	Same 30-business-day window
KPPU completeness check	KPPU	Approximately 14 business days after submission
KPPU substantive review and written opinion	KPPU	Up to 90 business days from deemed-complete date

Foreign-to-Foreign Deals and Special Cases

A common question from international deal teams is whether a foreign-to-foreign merger notification is required under Indonesia’s competition regime. The answer is yes, provided the transaction has a nexus with Indonesia. Specifically, KPPU requires notification of a transaction between two foreign companies if the target (or either merging party) has Indonesian subsidiaries, assets or business activities and the combined threshold tests are met when Indonesian entities and their financials are included in the calculation.

KPPU Regulation No. 3 of 2023 relaxed certain criteria for foreign-to-foreign deals compared with the earlier rules. Previously, a foreign-to-foreign transaction triggered notification if any party had sales or assets in Indonesia above specified levels. The 2023 revisions streamlined this by aligning the test with the general threshold framework, meaning the same IDR 2.5 trillion (assets) or IDR 5 trillion (turnover) combined thresholds apply, calculated by aggregating the Indonesian operations of all involved parties.

Industry observers expect KPPU to continue scrutinising foreign-to-foreign deals in sectors where Indonesia’s market share is concentrated, including natural resources, telecommunications and financial services. Where the target operates in a sector subject to Indonesia’s Investment Priority List (formerly the Negative Investment List or Daftar Negatif Investasi), foreign-ownership caps may also apply and should be checked before closing. Deal teams should consult our Indonesia foreign investment guide for the latest ownership restrictions.

Practical tip: even if both acquirer and target are incorporated outside Indonesia, local counsel should be engaged to run the threshold test against the Indonesian subsidiaries’ financials and to handle the KPPU filing. Failure to notify a foreign-to-foreign transaction that meets the thresholds carries the same enforcement risk as non-notification of a domestic deal.

Practical Checklist and Budgeting Table for Deal Teams

The following 10-point checklist distils the notification process into actionable steps that deal teams can integrate into their transaction management workflows:

Run the threshold test using the most recent audited financial statements (consolidated, group level).
Identify the value base, calculate both combined net sales and combined total assets; use the lower figure.
Convert foreign-currency financials to IDR at the Bank Indonesia middle rate on the statement date.
Compute the fee: 0.004% × value base.
Confirm payer allocation in the SPA or side letter.
Register on the KPPU notification portal (notifikasi.kppu.go.id) and designate the authorised representative.
Pay the filing fee via bank transfer and retain the payment receipt.
Compile and upload the required document package.
Build a timing buffer, submit well within the 30-business-day deadline to allow for KPPU queries.
Engage local Indonesian counsel experienced in merger control procedures in Indonesia.

Budget Item	Formula / Estimate	Sample (IDR 5 trillion value base)
KPPU filing fee	0.004% × value base	IDR 200,000,000 (≈ USD 12,500)
Local counsel fees (notification preparation)	Market rate, varies	IDR 150,000,000 – 500,000,000
Economist / market-share report (if needed)	Market rate, varies	IDR 100,000,000 – 300,000,000
Total estimated regulatory budget		IDR 450,000,000 – 1,000,000,000

Risks of Non-Notification and Enforcement

Failing to notify KPPU within the 30-business-day deadline, or completing a transaction without notification altogether, exposes the parties to significant enforcement risk. Under Indonesia’s Competition Law, KPPU has the power to impose administrative sanctions on parties that engage in gun-jumping or fail to file. These sanctions can include fines of up to IDR 25 billion per day of delay (subject to a cumulative cap), as well as orders to unwind or divest the transaction.

KPPU has demonstrated a willingness to enforce these provisions. In recent years, the commission has investigated and penalised several companies, including multinational groups, for late notification. The revised 2023 regulations have also given KPPU more clarity on procedural enforcement, and early indications suggest the authority is prioritising timely and complete filings as a compliance benchmark. The filing fee itself is non-refundable and must be paid even if KPPU ultimately concludes that the transaction raises no competition concerns.

For deal teams, the takeaway is straightforward: treat the 30-business-day notification window as a hard deadline, build internal alerts around the transaction’s effective date, and ensure the filing fee payment and document upload are completed well before the deadline expires. For guidance on structuring transaction disclosures to support the filing, see our article on why disclosure letters are crucial in M&A deals.

Conclusion

Understanding what is the filing fee for merger control in Indonesia is essential for any deal team executing a transaction that touches Indonesian assets, entities or markets. The 0.004% fee introduced by GR 20/2023, calculated on the lower of combined net sales or combined total assets, is straightforward in principle but requires careful financial analysis, currency conversion and timing to execute correctly. Parties should engage experienced Indonesian M&A counsel early, budget for the fee alongside professional costs, and ensure the KPPU notification is submitted within the mandatory 30-business-day window. For bespoke guidance on your transaction, explore the Global Law Experts lawyer directory to connect with qualified merger control practitioners in Indonesia.

Need Legal Advice?

This article was produced by Global Law Experts. For specialist advice on this topic, contact Hendrik Silalahi at William Hendrik & Siregar Djojonegoro, a member of the Global Law Experts network.