Special Account for Public Offering Proceeds Under POJK 40/2025
POJK 40/2025 replaces POJK 30/2015. Public offering proceeds must go into a special account, use is limited to four levels, and unused funds cannot serve as collateral.
Key points
- Realisation reports cover periods to 30 June and 31 December, and are filed by the 15th of the following month.
- Unused funds may only sit in safe, liquid instruments, which the elucidation says include current accounts, savings and time deposits.
POJK 40/2025 on the Use of Public Offering Proceeds takes effect 6 months after promulgation. The OJK website records its effective date as 22 June 2026. It revokes POJK 30/POJK.04/2015.
The general elucidation names the problems in practice: reports out of line with the prospectus, and issuers that had not used funds for more than 3 years.
Special account
Article 20 requires proceeds to be held in an escrow account. Article 21 makes it a special account in the issuer’s name at a commercial or sharia commercial bank supervised by the OJK, separate from operating accounts. The account statement must be attached to the realisation report.
Unused funds may only be placed in the issuer’s name in safe, liquid instruments, under Article 22. Interest goes back into the special account. Article 23 bars the funds from serving as collateral for debt or as a source for share buybacks.
Use and reporting
Article 9 limits use to 4 levels: the issuer, an entity receiving funds from the issuer, then two levels below. Article 10 bars use specifically for advance payments.
Realisation reports are made to 30 June and 31 December, then filed and announced by the 15th of the following month, under Articles 3 and 5. This continues until funds are used up, and Article 13 requires accountability at the annual general meeting.
Article 4(3) covers a later public offering for the same plan: remaining funds must be used within 12 months of the registration statement taking effect.
Changes in use
Article 16 uses two thresholds. A change to one element of 20% or more of the total offering, or a different use above 10%, needs general meeting approval. Below those thresholds, disclosure and supporting documents to the OJK suffice, within 2 working days of the board’s decision.
Breach brings administrative sanctions under Articles 8 and 24, from a written warning up to revocation of the registration statement’s effectiveness.
For prospective issuers
A company preparing an IPO should open the special account early, and set out the target time and levels of use in the prospectus. Finance should prepare a reconciliation of that account to the realisation report each half-year.
Pre-IPO preparation is covered in the Indonesian pre-IPO checklist.
Frequently asked questions
Our IPO is in process. Do Articles 9 to 12 apply?
Article 30 exempts issuers that obtained an OJK statement before this regulation took effect from the prospectus disclosures in Articles 9 to 12. Other duties still apply.