EQUITY CROWDFUNDING NEWSLETTER
Key Points of the Regulation on Equity Crowdfunding in Indonesia
by Afia Cita Fitriana and Robert Borgman
On the 31st of December 2018, the Indonesian Financial Services Authority ("OJK") published its long awaited Regulation on Equity Crowdfunding in Indonesia ("Regulation"). The regulation aims to enable start-up companies to find funding via an online platform. In light of these news, we at ANC would like to inform our clients and other interested parties about the ramifications of this regulation.
By issuance of this regulation, the goernment has allowed private companies ("Issuer") to list and sell its shares on an online platform ("Provider"), thus greatly improving the visibility if the Issuer and streamlining the investment prrocess for Investors ("Investor").
(A) Requirements for Provider
Must be an Indonesian Legal Entity in the form of a Limited Liability Company (PT) or Cooperatuve for Public Purpose (Koperasi);
Have a minimum Paid up Capital of IDR2.500.000.000 (two billion five hundred million Rupiah);
Obtain business license from OJK;
Deliver a semester, annual, incidental report to the OJK;
The Provider may not be affiliated with the Issuer;
May only be engaged in Equity Crowdfunding Platform.
(B) Requirements for Issuer
Shall be a Limited Liability Company (not a public company nor its subsidiaries);
The company's assets may not exceed IDR10.000.000.000 (ten billion Rupiah), excluding land and property value;
Shall submit cororate documents and information to the Provider (see below);
Shall submit annual reports to OJK through the Provider's website;
Must maintain a lost of all shareholders of the company;
For the first 12 months the total value of offered shares may not exceed IDR10.000.000.000 (ten billion Rupiah).
(C) Requirements and rights of Investor
Investor may cancel their share purchase within 48 days after said purchase; pending the approval of the Provider;
It is also important to note that a private Investor has an investment limitation based on their income:
annual income of IDR500.000.000 (five hundred million Rupiah) or below may purchase shares valued at up to 5% of their total income;
annual income in excess of IDR500.000.000 may purchase shares valued at up to 10% of their total income.
Pros and Cons:
Compared to a traditional investment scheme, raising capital via an equity crowdfunding platform can be significantly faster; the Issuer may set the offering period to be anywhere between 1 and 60 days, after which time the Provder will transfer the invested money to the Issuer within 21 days, the Issuer will transfer the shares to the Provider within 5 days who will then distribute these shares to the Investores within 10 days.
Another advantage equity crowdfunding has over traditional investment methods is that the whole process is done electronically and is more transparent for the Investor due to the many reporting requirements for the Issuer.
An additional advantage for investors is that any and all shares bought by Investors on the Providers platform may be transferred between Investors listed on that platform.
One of the major drawbacks of this Regulation is that it is effectively limited to Small and medium sized enterprises, since there is a company value cap of IDR 10,000,000,000 (ten billion Rupiah).
As mentioned above, there are reporting requirements for Issuers, which in itself is a con for those companies, considering the time and effort to collect and file these documents, they furthermore disclose private information.
A distinct disadvantage for both existing and future shareholders is the risk of share value dilution through equity crowdfunding.
If the target investment is not met, the crowdfunding will be deemed unsuccessful and the investments made will be returned to the investors.
For existing securities companies, they are allowed to start a equity crowdfunding platform, but must go through the same business license procedure as other parties.
What we can do:
We would be pleased to advise and assist you, be it either as an Issuer, Provider or Investor and guide you through all the relevant regulatory and procedural processes to comply with this new Regulation.