OJK Introduces Key Reforms to IPO Allocation and Investor Verification Under Newly Issued SEOJK 25/2025
The Indonesian Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) issued OJK Circular Letter No. 25/SEOJK.04/2025 on Verification of Orders and Funds, Allocation of Allotment, and Settlement of Securities Order in Electronic Public Offering of Shares (“SEOJK 25/2025”) on 17 November 2025, which revoked OJK Circular Letter No. 15/SEOJK.04/2020 (“SEOJK 15/2020”). The core objectives of SEOJK 25/2025 fall into several main areas, such as establishing clearer limits on investor orders, rebalancing allocation between retail and non-retail investors, and strengthening verification standards across fixed and centralized allotment mechanisms. Through these measures, OJK aims to provide legal certainty, enhance market integrity, as well as investor protection in Indonesia’s capital market.
SEOJK 25/2025 introduces a series of substantive updates that directly affect how investors participate in IPOs as explained further below.
Use of Sub-Accounts by Investors as an Alternative to RDN
Under SEOJK 25/2025, investors may now opt to utilize the Securities sub-accounts opened by users of the Know-Your Customer Administrative Services (Layanan Administrasi Prinsip Mengenali Nasabah or “LAPMN”) to deposit IPO subscription funds, as a substitute for the obligation of the provision of the IPO subscription funds in the Customer Fund Account (Rekening Dana Nasabah or “RDN”). This provision simplifies the fund-deposit process, enabling investors to manage funds more flexibly and streamline the allocation of funds for subscription in the IPO.
Verification of Investor Interest and Securities Order for Fixed Allotment and Centralized Allotment
Fixed Allotment
Underwriters are now required to carry out mandatory due diligence on investors participating in fixed allotments. This due diligence includes the verification of bank statements or other documents evidencing the investor’s ownership of liquid assets. An investor’s financial capability must be assessed based on records covering at least three months prior to order submission. In addition, OJK retains the discretion to request further supporting documents at any time, if necessary, and in the existence of such request, the investor must follow up with the relevant answer by no later than three business days upon the receipt of such OJK request.
These requirements are designed to ensure the certainty and credibility of fixed allotment orders, by confirming that participating investors genuinely possess the financial capacity to carry out their intended investments.
Centralized Allotment
SEOJK 25/2025 significantly tightens controls over centralized allotment through three mechanisms:
All investors orders across accounts will be consolidated into a single cumulative value per investor;
Each investor’s cumulative centralized order may not exceed 10% of the total IPO offering value. Any excess will be automatically rejected and must be adjusted before resubmission; and
Allocation is now strictly governed by time priority, meaning earlier validated orders will be prioritized in allocation.
Changes to Public Offering Classification
The IPO classification under SEOJK 25/2025 has been expanded to five categories, whereas under SEOJK 14/2020 it comprised four. The following is a comparison between categories under both OJK Circular Letters according to the IPO value:
IPO Classification | SEOJK 15/2020 | SEOJK 25/2025 |
Class I | ≤ IDR 250 billion | ≤ IDR 100 billion |
Class II | >IDR 250 billion - IDR 500 billion | >IDR 100 billion - IDR 250 billion |
Class III | >IDR 500 billion - IDR 1 trillion | >IDR 250 billion - IDR 500 billion |
Class IV | > IDR 1 trillion | >IDR 500 billion - IDR 1 trillion |
Class V | N/A | > IDR 1 trillion |
*) The IPO value, as mentioned above, does not include or take into account any accompanying securities (e.g., warrants).
Centralized Allotment Structure, Allocation Ratios, and Oversubscription Adjustments
Minimum Allocation Threshold
SEOJK 25/2025 raises the minimum mandatory allocation threshold for centralized allotment across all classification, as follows:
IPO Classification | SEOJK 15/2020 | SEOJK 25/2025 |
Class I | Highest value of either 15% or the equivalent of IDR 20 billion | Highest value of either 20% or the equivalent of IDR 10 billion |
Class II | Highest value of either 10% or the equivalent of IDR 37.5 billion | Highest value of either 15% or the equivalent of IDR 20 billion |
Class III | Highest value of either 7.5% or the equivalent of IDR 50 billion | Highest value of either 10% or the equivalent of IDR 37.5 billion |
Class IV | Highest value of either 2.5% or the equivalent of IDR 75 billion | Highest value of either 7.5% or the equivalent of IDR 50 billion |
Class V | N/A | Highest value of either 2.5% or the equivalent of IDR 75 billion |
In addition to the above, if a Class I IPO is valued at IDR 10 billion or less, the entire offering must be allocated through centralized allotment.
Retail vs Non-Retail Allocation Ratio (1:1)
This regulation equalizes retail and non-retail investors ratio to 1:1, replacing the prior 1:2 structure which previously was governed under SEOJK 15/2025. This ensures that retails investors now receive equal structural priority alongside institutional and non-retail participants, and market access becomes more inclusive and balanced.
Progressive Oversubscription Adjustment Mechanism
In the event of oversubscription, SEOJK 25/2025 mandates automatic progressive increases in the minimum allocation threshold of centralized allotment, based on demand from investors:
2.5x – <10x oversubscription, will constitute moderate allocation increase;
10x – <25x, will constitute higher adjustment; and
≥25x, will constitute maximum allocation escalation.
Please see the table below for the detailed adjustment:
IPO Classification | Allocation Percentage | Order Level and Allocation Adjustment | ||
Adjustment I | Adjustment II | Adjustment III | ||
2.5x ≤ X <10x | 10x ≤ X <25x | ≥ 25x | ||
Class I | ≥ 20% | ≥ 22.5% | ≥ 25% | ≥ 30% |
Class II | ≥ 15% | ≥ 17.5% | ≥ 20% | ≥ 25% |
Class III | ≥ 10% | ≥ 12.5% | ≥15 % | ≥ 20% |
Class IV | ≥ 7.5% | ≥ 10% | ≥ 12.5% | ≥ 17.5% |
Class V | ≥ 2.5% | ≥ 5% | ≥ 7.5% | ≥ 12.5% |
For example, Class I minimum allocation threshold may rise from 20% to 30% under extreme oversubscription. Importantly, reallocations follow the same 1:1 retail–non-retail ratio, preserving fairness during high-demand scenarios.
ABNR’s Commentary
SEOJK 25/2025 reshapes Indonesia’s IPO landscape by introducing more stringent investor verification, tighter control over order concentration, and a more balanced allocation framework. Investors, either retail or institutional, particularly those participating in fixed allotments, must now demonstrate clear financial capacity to reduce speculative and unbacked orders in the IPO process.
In centralized allotments, the 10% order cap and the “first-come, first-served” allocation principle promote fairer access and mitigate the potential dominance or concentration by large investors. The equalization of retail and non-retail allocations at a 1:1 ratio also strengthens retail investor participation, while expanding IPO categories into five tiers ensures more proportional regulation across offering sizes.
Taken together, this regulation will enhance transparency, improve allocation fairness, and support a more stable and credible IPO market for all investors.
By partners Chandrawati Dewi (cdewi@abnrlaw.com), Novario Asca H (nhutagalung@abnrlaw.com), and associates Aldi Prapanca (aprapanca@abnrlaw.com), Jyestha Herawanto (jherawanto@abnrlaw.com), and trainee associate Jennifer Astrid.
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.
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NEWS DETAIL
09 Jan 2026
OJK Introduces Key Reforms to IPO Allocation and Investor Verification Under Newly Issued SEOJK 25/2025
The Indonesian Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) issued OJK Circular Letter No. 25/SEOJK.04/2025 on Verification of Orders and Funds, Allocation of Allotment, and Settlement of Securities Order in Electronic Public Offering of Shares (“SEOJK 25/2025”) on 17 November 2025, which revoked OJK Circular Letter No. 15/SEOJK.04/2020 (“SEOJK 15/2020”). The core objectives of SEOJK 25/2025 fall into several main areas, such as establishing clearer limits on investor orders, rebalancing allocation between retail and non-retail investors, and strengthening verification standards across fixed and centralized allotment mechanisms. Through these measures, OJK aims to provide legal certainty, enhance market integrity, as well as investor protection in Indonesia’s capital market.
SEOJK 25/2025 introduces a series of substantive updates that directly affect how investors participate in IPOs as explained further below.
Use of Sub-Accounts by Investors as an Alternative to RDN
Under SEOJK 25/2025, investors may now opt to utilize the Securities sub-accounts opened by users of the Know-Your Customer Administrative Services (Layanan Administrasi Prinsip Mengenali Nasabah or “LAPMN”) to deposit IPO subscription funds, as a substitute for the obligation of the provision of the IPO subscription funds in the Customer Fund Account (Rekening Dana Nasabah or “RDN”). This provision simplifies the fund-deposit process, enabling investors to manage funds more flexibly and streamline the allocation of funds for subscription in the IPO.
Verification of Investor Interest and Securities Order for Fixed Allotment and Centralized Allotment
Fixed Allotment
Underwriters are now required to carry out mandatory due diligence on investors participating in fixed allotments. This due diligence includes the verification of bank statements or other documents evidencing the investor’s ownership of liquid assets. An investor’s financial capability must be assessed based on records covering at least three months prior to order submission. In addition, OJK retains the discretion to request further supporting documents at any time, if necessary, and in the existence of such request, the investor must follow up with the relevant answer by no later than three business days upon the receipt of such OJK request.
These requirements are designed to ensure the certainty and credibility of fixed allotment orders, by confirming that participating investors genuinely possess the financial capacity to carry out their intended investments.
Centralized Allotment
SEOJK 25/2025 significantly tightens controls over centralized allotment through three mechanisms:
All investors orders across accounts will be consolidated into a single cumulative value per investor;
Each investor’s cumulative centralized order may not exceed 10% of the total IPO offering value. Any excess will be automatically rejected and must be adjusted before resubmission; and
Allocation is now strictly governed by time priority, meaning earlier validated orders will be prioritized in allocation.
Changes to Public Offering Classification
The IPO classification under SEOJK 25/2025 has been expanded to five categories, whereas under SEOJK 14/2020 it comprised four. The following is a comparison between categories under both OJK Circular Letters according to the IPO value:
IPO Classification | SEOJK 15/2020 | SEOJK 25/2025 |
Class I | ≤ IDR 250 billion | ≤ IDR 100 billion |
Class II | >IDR 250 billion - IDR 500 billion | >IDR 100 billion - IDR 250 billion |
Class III | >IDR 500 billion - IDR 1 trillion | >IDR 250 billion - IDR 500 billion |
Class IV | > IDR 1 trillion | >IDR 500 billion - IDR 1 trillion |
Class V | N/A | > IDR 1 trillion |
*) The IPO value, as mentioned above, does not include or take into account any accompanying securities (e.g., warrants).
Centralized Allotment Structure, Allocation Ratios, and Oversubscription Adjustments
Minimum Allocation Threshold
SEOJK 25/2025 raises the minimum mandatory allocation threshold for centralized allotment across all classification, as follows:
IPO Classification | SEOJK 15/2020 | SEOJK 25/2025 |
Class I | Highest value of either 15% or the equivalent of IDR 20 billion | Highest value of either 20% or the equivalent of IDR 10 billion |
Class II | Highest value of either 10% or the equivalent of IDR 37.5 billion | Highest value of either 15% or the equivalent of IDR 20 billion |
Class III | Highest value of either 7.5% or the equivalent of IDR 50 billion | Highest value of either 10% or the equivalent of IDR 37.5 billion |
Class IV | Highest value of either 2.5% or the equivalent of IDR 75 billion | Highest value of either 7.5% or the equivalent of IDR 50 billion |
Class V | N/A | Highest value of either 2.5% or the equivalent of IDR 75 billion |
In addition to the above, if a Class I IPO is valued at IDR 10 billion or less, the entire offering must be allocated through centralized allotment.
Retail vs Non-Retail Allocation Ratio (1:1)
This regulation equalizes retail and non-retail investors ratio to 1:1, replacing the prior 1:2 structure which previously was governed under SEOJK 15/2025. This ensures that retails investors now receive equal structural priority alongside institutional and non-retail participants, and market access becomes more inclusive and balanced.
Progressive Oversubscription Adjustment Mechanism
In the event of oversubscription, SEOJK 25/2025 mandates automatic progressive increases in the minimum allocation threshold of centralized allotment, based on demand from investors:
2.5x – <10x oversubscription, will constitute moderate allocation increase;
10x – <25x, will constitute higher adjustment; and
≥25x, will constitute maximum allocation escalation.
Please see the table below for the detailed adjustment:
IPO Classification | Allocation Percentage | Order Level and Allocation Adjustment | ||
Adjustment I | Adjustment II | Adjustment III | ||
2.5x ≤ X <10x | 10x ≤ X <25x | ≥ 25x | ||
Class I | ≥ 20% | ≥ 22.5% | ≥ 25% | ≥ 30% |
Class II | ≥ 15% | ≥ 17.5% | ≥ 20% | ≥ 25% |
Class III | ≥ 10% | ≥ 12.5% | ≥15 % | ≥ 20% |
Class IV | ≥ 7.5% | ≥ 10% | ≥ 12.5% | ≥ 17.5% |
Class V | ≥ 2.5% | ≥ 5% | ≥ 7.5% | ≥ 12.5% |
For example, Class I minimum allocation threshold may rise from 20% to 30% under extreme oversubscription. Importantly, reallocations follow the same 1:1 retail–non-retail ratio, preserving fairness during high-demand scenarios.
ABNR’s Commentary
SEOJK 25/2025 reshapes Indonesia’s IPO landscape by introducing more stringent investor verification, tighter control over order concentration, and a more balanced allocation framework. Investors, either retail or institutional, particularly those participating in fixed allotments, must now demonstrate clear financial capacity to reduce speculative and unbacked orders in the IPO process.
In centralized allotments, the 10% order cap and the “first-come, first-served” allocation principle promote fairer access and mitigate the potential dominance or concentration by large investors. The equalization of retail and non-retail allocations at a 1:1 ratio also strengthens retail investor participation, while expanding IPO categories into five tiers ensures more proportional regulation across offering sizes.
Taken together, this regulation will enhance transparency, improve allocation fairness, and support a more stable and credible IPO market for all investors.
By partners Chandrawati Dewi (cdewi@abnrlaw.com), Novario Asca H (nhutagalung@abnrlaw.com), and associates Aldi Prapanca (aprapanca@abnrlaw.com), Jyestha Herawanto (jherawanto@abnrlaw.com), and trainee associate Jennifer Astrid.
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.