OJK Regulatory Updates - Key developments under SEOJK No. 25/SEOJK.04/2025
OJK Regulatory Updates - Key developments under SEOJK No. 25/SEOJK.04/2025
Key developments under SEOJK No. 25/SEOJK.04/2025 on the verification of order and funds, allotment allocation and the settlement of securities subscriptions in electronic public offerings of shares
Introduction
As of the effective date 17 November 2025, Indonesia’s Financial Services Authority (OJK) issued OJK Circular letter no. 25/SEOJK.04/2025 (SEOJK 25/2025) on the verification of order and funds, allotment allocation and the settlement of securities subscriptions in electronic public offerings of share - to replace OJK Circular letter No. 15/SEOJK.04/2020 (SEOJK 15/2020) on the same topic. Changes are required in terms of adjustments to the limits on the total interest and/or orders that can be submitted by investors, as well as adjustments to the allocation of centralised allotment allocations for investors.
SEOJK 25/2025 essentially regulates the provision of order funds, the verification of interest and/or ordering of fixed allotment securities, the verification of interest and/or ordering of securities in centralised allotment, the verification of availability of funds for ordering securities, classification of public offerings, allocation and adjustment of allocation of securities for centralised allotment, settlement of securities orders and the determination of other adjustments determined by the OJK.
This article outlines the key changes covered by the latest Circular letter (SEOJK 25/2025) and identifies how it differs from the previous one (SEOJK 15/2020). It details how the changes materially strengthen retail investor participation in the IPO process and are at the same time raising compliance expectations for issuers and underwriters.
Key changes and comparisons
New rules - and the main comparisons between SEOJK 25/2025 and SEOJK 15/2020 - are as follows:
• A 1:1 retail to non-retail allocation applies in IPO pooling allotments
• A maximum IPO subscription limit of 10% of the total value of the offered securities is imposed
• The IPO classification structure is expanded from 4 tiers to 5 tiers
• More structured regulatory treatment applies to oversubscribed IPOs
• Enhanced due diligence is required on fixed allotment interest and orders.
IPO pooling allotments
Under SEOJK 25/2025, pooling allotments must now be divided on a 1:1 basis between retail and non-retail investors. This represents a clear departure from SEOJK 15/2020, which applied a 1:2 ratio, whereby non-retail investors were allocated twice the portion granted to retail investors. The revised ratio eliminates the structural preference previously afforded to non-retail investors and places retail investors on an equal footing within the pooling allotment framework.
IPO subscription limit
SEOJK 25/2025 also introduces a 10% cap on cumulative IPO subscriptions per investor within the pooling allotment, supported by a mandatory verification process. Securities companies must aggregate all interest submitted by a single investor and ensure that the total does not exceed 10% of the offered securities. Any excess interest must be returned for adjustment before resubmission. This restriction did not exist under SEOJK 15/2020, which imposed no explicit limit on the size of individual investor orders.
IPO classification structure
In addition, SEOJK 25/2025 refines the structural framework governing IPO size classifications by expanding the number of IPO tiers from 4 to 5. SEOJK 25/2025 introduces a new lowest tier, applicable to offerings of up to IDR 100 billion, and increases minimum pooling allotment percentages for smaller offerings. This refined classification structure allows allocation mechanisms to better reflect the scale of the offering and strengthens retail access in small-cap IPOs.
More structured regulatory treatment
With respect to oversubscribed IPOs, the new rules introduce staged clawback mechanisms that increase pooling allotments based on the level of oversubscription. Where excess demand persists, a structured allocation algorithm applies, prioritising minimum allotments per investor before distributing remaining shares proportionally and based on time priority.
Enhanced due diligence
SEOJK 25/2025 significantly strengthens governance standards by imposing mandatory due diligence on fixed allotment interest and orders. Under SEOJK 15/2020, there was no explicit requirement for underwriters to verify the financial capacity of fixed allotment investors prior to order submission. The new framework requires underwriters to examine documentary evidence of liquid assets, such as bank statements, covering at least 3 months prior to the expression of interest.
Conclusion
Compared to SEOJK 15/2020, SEOJK 25/2025 represents a substantive recalibration of Indonesia’s IPO allocation regime. By equalising retail and non-retail access, imposing quantitative subscription limits, refining IPO classifications, formalising oversubscription mechanisms and enhancing due diligence obligations, OJK has shifted the regulatory framework towards greater fairness, transparency and market discipline. These changes raise compliance expectations for issuers and underwriters while materially strengthening retail investor participation in the IPO process.
How BDO can help
BDO’s expert legal team applies the practical experience and knowledge gained from working with clients locally and worldwide and can actively assist companies in complying with the developments detailed above. Please reach out to our partners in BDO Indonesia for further information.
Introduction
As of the effective date 17 November 2025, Indonesia’s Financial Services Authority (OJK) issued OJK Circular letter no. 25/SEOJK.04/2025 (SEOJK 25/2025) on the verification of order and funds, allotment allocation and the settlement of securities subscriptions in electronic public offerings of share - to replace OJK Circular letter No. 15/SEOJK.04/2020 (SEOJK 15/2020) on the same topic. Changes are required in terms of adjustments to the limits on the total interest and/or orders that can be submitted by investors, as well as adjustments to the allocation of centralised allotment allocations for investors.
SEOJK 25/2025 essentially regulates the provision of order funds, the verification of interest and/or ordering of fixed allotment securities, the verification of interest and/or ordering of securities in centralised allotment, the verification of availability of funds for ordering securities, classification of public offerings, allocation and adjustment of allocation of securities for centralised allotment, settlement of securities orders and the determination of other adjustments determined by the OJK.
This article outlines the key changes covered by the latest Circular letter (SEOJK 25/2025) and identifies how it differs from the previous one (SEOJK 15/2020). It details how the changes materially strengthen retail investor participation in the IPO process and are at the same time raising compliance expectations for issuers and underwriters.
Key changes and comparisons
New rules - and the main comparisons between SEOJK 25/2025 and SEOJK 15/2020 - are as follows:
• A 1:1 retail to non-retail allocation applies in IPO pooling allotments
• A maximum IPO subscription limit of 10% of the total value of the offered securities is imposed
• The IPO classification structure is expanded from 4 tiers to 5 tiers
• More structured regulatory treatment applies to oversubscribed IPOs
• Enhanced due diligence is required on fixed allotment interest and orders.
IPO pooling allotments
Under SEOJK 25/2025, pooling allotments must now be divided on a 1:1 basis between retail and non-retail investors. This represents a clear departure from SEOJK 15/2020, which applied a 1:2 ratio, whereby non-retail investors were allocated twice the portion granted to retail investors. The revised ratio eliminates the structural preference previously afforded to non-retail investors and places retail investors on an equal footing within the pooling allotment framework.
IPO subscription limit
SEOJK 25/2025 also introduces a 10% cap on cumulative IPO subscriptions per investor within the pooling allotment, supported by a mandatory verification process. Securities companies must aggregate all interest submitted by a single investor and ensure that the total does not exceed 10% of the offered securities. Any excess interest must be returned for adjustment before resubmission. This restriction did not exist under SEOJK 15/2020, which imposed no explicit limit on the size of individual investor orders.
IPO classification structure
In addition, SEOJK 25/2025 refines the structural framework governing IPO size classifications by expanding the number of IPO tiers from 4 to 5. SEOJK 25/2025 introduces a new lowest tier, applicable to offerings of up to IDR 100 billion, and increases minimum pooling allotment percentages for smaller offerings. This refined classification structure allows allocation mechanisms to better reflect the scale of the offering and strengthens retail access in small-cap IPOs.
More structured regulatory treatment
With respect to oversubscribed IPOs, the new rules introduce staged clawback mechanisms that increase pooling allotments based on the level of oversubscription. Where excess demand persists, a structured allocation algorithm applies, prioritising minimum allotments per investor before distributing remaining shares proportionally and based on time priority.
Enhanced due diligence
SEOJK 25/2025 significantly strengthens governance standards by imposing mandatory due diligence on fixed allotment interest and orders. Under SEOJK 15/2020, there was no explicit requirement for underwriters to verify the financial capacity of fixed allotment investors prior to order submission. The new framework requires underwriters to examine documentary evidence of liquid assets, such as bank statements, covering at least 3 months prior to the expression of interest.
Conclusion
Compared to SEOJK 15/2020, SEOJK 25/2025 represents a substantive recalibration of Indonesia’s IPO allocation regime. By equalising retail and non-retail access, imposing quantitative subscription limits, refining IPO classifications, formalising oversubscription mechanisms and enhancing due diligence obligations, OJK has shifted the regulatory framework towards greater fairness, transparency and market discipline. These changes raise compliance expectations for issuers and underwriters while materially strengthening retail investor participation in the IPO process.
How BDO can help
BDO’s expert legal team applies the practical experience and knowledge gained from working with clients locally and worldwide and can actively assist companies in complying with the developments detailed above. Please reach out to our partners in BDO Indonesia for further information.