26 Mar 2021
After Five-Year Hiatus, Indonesian Competition Commission Imposes Fine for Late Merger Notification of Foreign-to-Foreign Transaction


On 4 March 2021, the Indonesian Competition Commission (“KPPU”) fined Travel Circle International (Mauritius) Ltd. (the “Notifying Party”) IDR 1 billion (approx. USD 70,000[1]). This was due to the company’s failure to notify its foreign-to-foreign acquisition of shares in Asian Trails Holding Ltd. to the KPPU within the prescribed 30-business-day post-closing deadline. The notification, on 10 December 2019, was eventually submitted more than 2 years after the deadline had lapsed.


Despite the long delay, the KPPU imposed the minimum fine possible – IDR 1 billion – for late notification. The KPPU considered the following mitigating factors:


  1. the Notifying Party had no intention of concealing the transaction, but was unaware of the post-closing filing requirement in Indonesia;

  3. once it became aware in mid-2019, it notified the KPPU, notwithstanding that it knew that it might be fined for the delay;

  5. the Notifying Party acted in good faith, was responsive, and cooperative during the filing and KPPU proceedings;

  7. the KPPU determined in July 2020 that the transaction had not changed market concentration nor had the potential to create a monopoly or unfair business competition, and there was no vertical integration;

  9. the KPPU was aware that the Covid-19 pandemic had significantly impacted the Notifying Party’s travel business;

  11. post-closing, the finances of the Notifying Party and its affiliates, particularly in Indonesia, had worsened over the last two years (2019 and 2020); and

  13. the Notifying Party has never previously been formally sanctioned by the KPPU.


This is only the second time the KPPU has imposed a late-notification fine for a foreign-to-foreign transaction, with the first being its IDR 2 billion (then approx. USD 152,000[2]) fine on Toray Advanced Materials Korea Inc. in respect of a 4-business-day notification delay in 2016.


ABNR Commentary:


To date, it is not known if the Notifying Party will appeal against the decision. However, as the Notifying Party admitted wrongdoing and the KPPU imposed the minimum fine possible, despite the long notification delay, an appeal seems unlikely.


Notably, the reformist Job Creation Law has revoked the IDR 25 billion (approx. USD 1,700,000[3]) cap on fines for violation of the Indonesian Competition Law. Furthermore, the implementing instrument, Government Regulation No. 44 of 2021 on prohibition of monopolies and unfair competition (“GR 44/2021”), provides an opportunity for the KPPU to impose profit/turnover-based fines (including for late merger filings), but the KPPU did not do so on this occasion.[4]


GR 44/2021 stipulates that IDR 1 billion (approx. USD 69,000[5]) is a base fine, and that the KPPU may, at its sole discretion, increase it by either: (i) up to 50% of the net profits earned by the undertaking in the relevant market, during the period of the violation; or (ii) up to 10% percent of total sales. The elucidation of GR 44/2021 aims to provide legal certainty on the maximum fine that the KPPU may impose.


GR 44/2021 became effective on 2 February 2021 and requires the KPPU to apply it in cases that had yet to be decided per that date. Although The Travel Circle decision was issued on 4 March 2021, it did not refer to the Job Creation Law or GR 44/2021 as regards the fine. However, it is likely that going forward, the KPPU will exercise its authority under the Job Creation Law or GR 44/2021, which may result in steeper fines.


By partner Ms. Chandrawati Dewi (, foreign counsel Mr. Gustaaf Reerink (, and senior associate Mr. Bilal Anwari (


[1] At an exchange rate of IDR 14,418 per USD applicable on 15 March 2021.

[2] At an exchange rate of IDR 13,128 per USD applicable on 8 March 2016 (the date of the KPPU decision).

[3] At the exchange rate of IDR 14,418 per USD applicable on 15 March 2021.

[4] For further information on GR 44/2021, please refer to our earlier newsletter, in which we discuss the draft regulation, which is substantively the same as the enacted regulation.

[5] At an exchange rate of IDR 14,418 per USD applicable on 15 March 2021.



This ABNR News and 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.