Rajah & Tann Regional Round-Up

your snapshot of key legal developments in Asia

Issue 1 - Jan/Feb/Mar 2022


Multi-Voting Shares: Sweetener for Tech Start-Up IPOs?

At the end of last year, Indonesia's Financial Services Authority ("OJK") issued OJK Regulation No. 22/POJK.04/2021 ("Regulation 22") on multiple voting rights shares. Regulation 22 allows issuers deemed as having innovation and a high growth rate, specifically technology start-ups that intend to go public, to implement multiple voting rights shares.

In Regulation 22, OJK sets out the requirements to implement multiple voting rights shares, the obligations imposed on shareholders holding multiple voting rights shares, and the requirements that apply if the relevant issuer intends to conduct certain corporate actions.  

Most recently, the Board of Directors of the Indonesia Stock Exchange issued Decree No. Kep-00014/BEI/03-2022 ("Decree") to complement Regulation 22 and the new listing regulation (Regulation I-A Kep-00101/BEI/12-2021), which was also issued in 2021. The Decree eliminates the gap between Regulation 22 and the new listing regulation. Additionally, it stipulates that in a public company with multiple voting rights shares, shares in scrip form may be counted as free float shares if the escrow account to hold such scrip shares is not ready before the start of the lock-up period. The Decree also states that scrip shares must also fulfil the other criteria for free float shares as set out in the new listing regulation to be considered as free float shares.

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Committing to a Greener Future: Indonesia Embraces Implementation of Carbon Economic Value

Following Singapore's lead, Indonesia became the second country in Southeast Asia to regulate its carbon market. Under Presidential Regulation No. 98 of 2021 ("Regulation"), the government introduced, among other matters, the concept of carbon economic value, as well as the regulatory framework on carbon pricing and carbon trading arrangements.

The Regulation also sets out mitigation and adaptation actions, which are the two main methods to tackle climate change. Both methods apply to the public and the private sectors, and require them to take actions such as establishing a greenhouse gas emissions inventory and increasing the carbon efficiency of power generation and transportation.

The government will also use carbon economic value, which will be implemented through carbon trading, economic incentives, and carbon levies.

As with other great endeavours, details on the implementation of the Regulation will be fleshed out in future ministerial level regulations. 

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Indonesian Government Mandates BPJS Membership to Buy Lands and Properties

Starting from March 2022, buyers looking to buy properties in Indonesia must have an active membership in the country's social security program on health (known as BPJS Kesehatan). Failure to do so will delay the registration of the right over the purchased properties in the local land office.

The BPJS Kesehatan membership requirement applies to individual and corporate buyers, where the latter would have to show evidence of its directors' BPJS Kesehatan membership. Buyers with inactive membership or those who are not yet a member of BPJS can still register their right by including a statement letter that states their willingness to activate their membership.

While the circular letters envision the creation of an integrated system between the Ministry of Land Affairs/National Land Agency and BPJS Kesehatan, pending the creation of the system, the heads of the land offices will have to verify the membership status manually by coordinating with the local BPJS Kesehatan office.

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Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice.


Assegaf Hamzah & Partners 
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Bono Daru Adji
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Ahmad Fikri Assegaf
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Chandra M Hamzah
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Eri Hertiawan
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Ibrahim Sjarief Assegaf
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