Indonesia Stock Exchange Listing Regime in 2026 – Key Developments under Amended Rule I-A
On 31 March 2026, the Indonesia Stock Exchange (“IDX”) issued an amendment to Rule No. I-A on the Listing of Shares and Equity Securities Other than Shares Issued by Listed Companies (“Rule I-A”), through Decree No. Kep-00045/BEI/03-2026 (“Rule I-A 2026”). This amendment revokes and replaces the previous Rule I-A under Decree No. KEP-00101/BEI/12-2021 (“Rule I-A 2021”).
Rule I-A 2026 introduces a series of substantive changes that go beyond procedural refinement. The amendments reflect a clear regulatory direction: enhancing listing quality, reinforcing accountability, increasing public participation, and aligning Indonesia’s capital markets framework more closely with international expectations.
Key Requirements under Circular Letter 3/2026
Controller Lock-Up Replacing Structural Restrictions
The previous 12-month restriction on stock splits and reverse stock splits has been removed. In its place, IDX now requires controllers (including prospective new controllers disclosed in the prospectus) to retain control for at least 12 months post-listing, if so determined by IDX.
This shifts the regulatory focus from capital structure mechanics to ownership stability and post-IPO commitment.
Heightened Accountability for Disclosure
Rule I-A 2026 introduces an explicit accountability standard: issuers bear full responsibility for the accuracy, completeness, and reliability of all submissions to IDX, including data, reports, calculations, and responses.
This reinforces a stricter disclosure regime and reduces tolerance for technical or formal compliance without substantive accuracy.
Enhanced Initial Listing Requirements
To improve issuer readiness and governance quality, Rule I-A 2026 introduces additional entry requirements:
- Financial Reporting Competency
Issuers must ensure that financial statements are prepared by a director or employee holding a recognized accounting certification or a licensed public accountant, where internal capability is absent.
- Mandatory Governance Education
Members of the Board of Directors, Board of Commissioners, and Audit Committee must complete continuing education in capital markets and corporate governance.
Importantly, these are not one-off requirements. They continue as ongoing obligations throughout the listing period.
Main Board Eligibility
Rule I-A 2026 raises the threshold for Main Board listings:
- Positive Retained Earnings Requirement
Applicants must demonstrate positive retained earnings in their latest financial statements.
- Higher Free Float Expectations
Free float requirements have been recalibrated upward (see below), reinforcing liquidity as a core listing criterion.
Recalibration of Free Float Requirements
Rule I-A 2026 materially increases free float thresholds:
| Share Capitalization Value | Minimum Free Float |
| Up to IDR 5 trillion | 25% |
| IDR 5 – 50 trillion | 20% |
| Above 50 trillion | 15% |
Minimum number of shares:
- Main Board: 300,000,000 shares
- Development Board: 150,000,000 shares
IDX also retains discretion to impose different thresholds for IPOs raising at least IDR 30 trillion.
This reflects a clear regulatory priority: liquidity and market depth are no longer secondary considerations—they are central to listing eligibility.
Ongoing Free Float Obligations
Rule I-A 2026 introduces a more structured post-listing framework:
- Exclusion of Pre-IPO Holdings
Only post-IPO public holdings are counted toward free float.
- Initial Maintenance Period
Free float thresholds must be maintained for at least one year post-listing.
- Post-Maintenance Obligations
After the first year, issuers must maintain:- At least 50,000,000 shares
- At least 15% public ownership
(increased from 7.5% under Rule I-A 2021).
- Main Board Requirement
Free float market capitalization must remain above IDR 200 billion.
These changes establish free float as a continuing compliance obligation, not merely an IPO requirement.
Additional Listing Documentation
While the overall listing process remains familiar, additional documentation is now required:
- Final Bookbuilding Price Disclosure
Final IPO pricing must be submitted to IDX simultaneously with submission to OJK, after bookbuilding and before effectiveness of the registration statement.
- Accounting Competency Evidence
Certification for financial reporting personnel.
- Governance Training Records
Proof of completion of required continuing education by BOD, BOC, and Audit Committee members.
Regulatory Direction: From Compliance to Credibility
Taken together, these changes reflect a broader shift:
- From formal compliance → substantive accountability
- From static listing thresholds → ongoing performance expectations
- From IPO eligibility → post-listing sustainability
The distinction between being listed and being market-ready is becoming more pronounced.
How This Affects Issuers
Issuers should reassess IPO preparation across three dimensions:
- Ownership structure
Early alignment on free float trajectory and controller position
- Governance readiness
Demonstrable capability—not just formal appointments
- Execution strategy
IPO structuring must anticipate post-listing obligations, not merely listing approval
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Contact
For further information, please contact:
Hanny Marpaung
Partner – Capital Markets & Corporate Transactions
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