19 Oct 2021
Indonesia’s Central Bank Strengthens Digital Payments Architecture

In line with the global trend, Indonesians have been increasingly switching to online payment platforms, which are now widely used across the country, particularly in big cities.

The country’s central bank, Bank Indonesia (“BI”), responded to the trend by publishing its Indonesian Payments System Blueprint 2025 in November 2019 (the “Blueprint”), which focuses on the development of Indonesia’s digital economy and financial sector. BI’s commitment to implementing the Blueprint was manifest through the issuance of BI Regulation No. 22/23/PBI/2020 on Payment Systems (“BI Reg. 22/23”)[1], which established a framework for payment systems, including the basics for payment-system providers. We discussed certain aspects of BI Reg. 22/23 in an ABNR Update published in February, particularly its introduction of lower permissible foreign ownership levels for a Payment System Infrastructure Organizer and Payment System Provider.

Following the issuance of BI Reg. 22/23, BI then issued two further regulations related to payment system providers:

1. Regulation No. 23/6/PBI/2021 on Payment System Service Providers (“BI Reg. 23/6”)[2]; and
2. Regulation No. 23/7/PBI/2021 on Payment System Infrastructure Providers (“BI Reg. 23/7”)[3].

Payment System Provider

BI Reg. 23/6 categorizes 4 types of Payment System Provider (“PJP”) activities:

(1) provision of information on the source of funds;

(2) initiation of payment or acquiring services;

(3) management of fund sources;

(4) remittance services.

BI Regs. 22/23 and 23/6 have introduced BI-issued licenses for PJPs, which permit them to engage in the following activities:

1. Category 1 Activities – (a) providing information on fund sources, (b) initiating payment or acquiring services, (c) managing fund sources, (d) managing remittance services;
2. Category 2 Activities – (a) providing information on fund sources, (b) initiating payment and/or acquiring services; and
3. Category 3 Activities – providing remittance services or other BI-approved activities.

BI may determine the validity period of the license based on license category activities and/or fund sources.

Article 266 BI Reg. 23/6 stipulates that the licenses of payment system service providers obtained prior to its issuance will be converted into PJP licenses based on a BI assessment carried out in accordance with Reg. 23/6’s provisions. Following evaluation, BI may: (i) declare that the license remains valid and convert it; or (ii) revoke it.

Adjustment to an Existing License based on Risk Profile

Under BI Reg. 23/6, for the operation of payment systems, BI classifies a PJP in accordance with its risk profile:

1. Systemic Payment System Provider (“PSPS”): a PJP that would have a systemic impact upon national payment or financial system should the PJP experience disruption or failure;
2. Critical Payment System Provider (“PSPK”): a PJP that would have a critical impact upon the national payment or financial system should the PJP experience disruption or failure;
3. General Payment System Provider (“PSPU”): a PJP that would have no significant impact upon the national payment or financial system should the PJP experience disruption or failure.

These are aimed at classifying payment system operators based on the role they play or their contribution to the national payments ecosystem having regard to size, connectivity, complexity and replaceability.

Article 270 BI reg. 23/6 provides that a PJP will be deemed to be a PSPS, PSPK, or PSPU, as the case may be, counting from the date of issuance of the regulation, and will subsequently have to make the necessary adjustments within 2 years thereof so as to bring itself into the line with the applicable requirements pertaining to its classification. Upon failure to do so, the PJP must submit an action plan for BI approval. Should the PJP fail to implement the plan, BI may re-evaluate its license.

Requirement to Register as a Member of a Self-Regulating Organization

A self-regulating organization (“SRO”) is a forum or institution incorporated as an Indonesian legal entity that represents the industry, and is established by BI to support implementation of the payments system. A PJP must become a member of an SRO designated by BI within 1 year of issuance of BI Reg. 23/6.

Share Ownership under BI Reg. 23/6

BI Reg. 23/6 introduces a number of new provisions on the ownership and control of a PJP that is a non-bank institution:

a. Share ownership

1. At least 15% of the shares must be owned by Indonesian citizens or legal entities;
2. Foreign ownership is calculated on the basis of direct and indirect ownership (up to the ultimate shareholder).

b. Control

1. At least 51% of the shares with voting rights must be owned by Indonesian citizens or legal entities;
2. BI’s assessment of shareholding composition with voting rights will be made at each level of ownership (up to the ultimate shareholder), and the largest portion of shares with voting rights must be individually owned by a domestic shareholder;
3. If special rights exist to nominate the majority of the directors or commissioners, they must be held by domestic shareholders;
4. If veto rights exist over a decision or approval at a general meeting of shareholders that significantly affects the company, those veto rights must be held by domestic shareholders.

A PJP must self-assess its ownership and control structures at least once a year, and as necessary in the event of any changes.

Article 269 provides that the provisions on shareholding and domestic control in BI Reg. 22/23 will not apply to a PJP with a converted license if there has been no change in the level of foreign ownership or control since the issuance of BI Reg. 22/23.

This is in conformity with Article 118 of BI Reg. 22/23, the elucidation of which explains that changes to foreign ownership that trigger the applicability of these provisions should be “material” or “significant” (but does elaborate on these terms).

Single Ownership Policy under BI Reg. 23/6

Article 135 BI Reg. 23/6 stipulates that parties are prohibited from owning:

1. 25% or more of shares with voting rights; or
2. less than 25% of shares with voting rights, if it can be shown that the party concerned can exercise control over the PJP, either directly or indirectly;

in:

1. more than 1 PJP that is a non-bank institution, each of which holds a license as a PJP in the same license category; and/or
2. more than 1 PJP that is a non-bank institution that holds a license as a PJP and is designated as a Payment System Infrastructure Organizer.

Payment System Infrastructure Organizer

A Payment System Infrastructure Organizer (“PIP”) organizes clearing and/or final settlements during the processing of payment transactions, in the interest of PIP members. PIP members are: (1) PJPs; (2) other PIPs; and/or (3) other parties, as determined by BI.

In organizing payment systems, a PIP may collaborate with support providers in relation to payment transaction processing technologies and other support services (e.g., payment products/services marketing, white labelling, etc.).

BI Determination

All parties are first required to obtain a determination (penetapan) from BI before engaging in activities as a PIP (“Determination”). In the process of granting a Determination, BI may consider information and/or recommendations from an SRO, relevant authorities and/or other relevant parties. A party that intends to become a PIP (“Prospective PIP”) must be a bank or non-bank that is incorporated as a limited liability company and must meet a variety of requirements relating to such aspects as capitalization, risk management and IT requirements.

Payment Systems Organization

BI as Organizer of BI Payment Systems

In general,BI Reg. 23/7 provides that a PIP comprises BI as the organizer of BI payment systems and other parties that organize payment systems infrastructure in the industry, including National Payment Gateway (Gerbang Pembayaran Nasional, “GPN”) organizers, as well as other PIPs, as designated by BI (“Designated PIP”).

Organization of GPN

GPN and Designated PIPs are considered as other parties that organize domestic payment system infrastructure within the industry. GPN parties comprise GPN organizers (standard agencies, switching agencies and service agencies) and parties connected to GPN (i.e. commercial banks, sharia commercial banks and PIP-bank agencies).

Organization of Designated PIP

As for PJPs, BI classifies a PIP based on its risk profile as a PSPS, PSPK; or PSPU.

Share Ownership

A party is prohibited from owning:

1. 25% or more of PIP shares with voting rights; or
2. less than 25% of PIP shares with voting rights, but it can be proven that the parties concerned exercise control over the PIP, directly or indirectly, in more than one institution other than a bank, each of which has been designated as a PIP and/or holds a license as a PJP.

Further, a PIP that is a limited liability company is prohibited from carrying out any corporate action that results in changes being made to any parties that owns:

1. 25% or more of PIP shares with voting rights; or
2. less than 25% of PIP shares with voting rights but it can be proved that the parties concerned exercised control over the PIP, directly or indirectly, for 5 years from the date of determination, unless such control has BI approval.

Prohibited activities

With regard to business activities, PIPs are prohibited from engaging in any of the following:

1. Receiving virtual currency used as a fund source during the processing of payment transactions;
2. Processing payment transactions through the use of virtual currency as a fund source; and/or
3. Associating any virtual currency with payment transaction processing. A PIP is also prohibited from facilitating the trading of virtual currency as a commodity, with the exception of trading that is permitted by the relevant laws and regulations.

Requirement to Register as an SRO Member

Similar to a PJP, a PIP must be registered as a member of an SRO representing PIPs.

Regulatory Sandbox

BI may determine that a particular product, activity, service, or business model that relates to the implementation of payment systems may be “sandboxed” for testing purposes.

By partners Mr. Ayik Candrawulan Gunadi (agunadi@abnrlaw.com) and Ms. Ammalia Putri (aputri@abnrlaw.com).

This ABNRNewsand its contents are intended solely to provide a general overview, for informational purposes, of selected recent developments in Indonesian law. They do not constitute legal advice and should not be relied upon as such. Accordingly, ABNR accepts no liability of any kind in respect of any statement, opinion, view, error, or omission that may be contained in this legal update. In all circumstances, you are strongly advised to consult a licensed Indonesian legal practitioner before taking any action that could adversely affect your rights and obligations under Indonesian law.