Overview Of Financial Services Aggregators Under OJK Reg. 4/2025

The Financial Services Authority (Otoritas Jasa Keuangan or "OJK") recently issued OJK Regulation No. 4 of 2025 on Financial Services Aggregator Providers ("OJK Reg. 4/2025"). Please note that aggregation refers to business activities that include collecting, filtering, and/or comparing information on financial products and services across financial institutions. OJK needs to establish the regulation for providers of aggregation services, since aggregation activities involve managing and circulating sensitive financial information of the consumers.

In this article, we provide a high-level overview over Providers of Financial Services Aggregator (Penyelenggara Agregasi Jasa Keuangan or "PAJK") under OJK Reg. 4/2025, focussing on (i) Capital Requirements and Limitation of Foreign Ownership; (ii) Governance Structure; (iii) Licensing Requirements; (iv) Obligation of Electronic Systems Organizers Registration; (v) Obligation to Cooperate with Financial Services Institution; (vi) Utilization of Foreign Employee; and (vii) Obligation to Submit an Annual Business Plan.

Capital Requirements and Limitations of Foreign Ownership

A PAJK must be established as a legal entity in the form of a limited liability company, which is required to have a minimum paid-up capital of IDR 500 million or USD30,000. The source of such capital must not originate from:

1. money laundering, terrorism financing, or the proliferation of weapons of mass destruction;
2. loans; or
3. any other activities that contravenes the laws and regulations.

(Article 4 paragraphs (2), (3), and (5) of OJK Reg. 4/2025).

A PAJK can be owned by (i) Indonesian individuals, (ii) Indonesian corporations, (iii) foreign individuals, and/or (iv) foreign corporations. However, a (direct or an indirect) foreign ownership is limited to a maximum of 85% of the paid-up capital. This foreign ownership limitation does not apply to PAJKs that are public companies listed on a stock exchange (Article 5 paragraphs (1), (2) and (4) of OJK Reg. 4/2025).

Governance Structure

A PAJK must have a management structure consisting of, at least, two members of the Board of Directors ("BoD") and a member of the Board of Commissioners ("BoC"). At least one director must have the relevant knowledge or experience in the aggregation, information technology, or financial services sectors, as evidenced by a professional certification, or at least, 3 years of work experience in any of the respective sectors (Article 6 paragraphs (1) to (3) of OJK Reg. 4/2025).

Please note that members of the BoD are prohibited from holding concurrent positions as members of the BoC, BoD, or executive officers in any other company, organization, or institution, except those of non-profit organizations (Article 6 paragraph (4) of OJK Reg. 4/2025). Furthermore, OJK Reg. 4/2025 also requires prospective members of the BoD and BoC ("Management Personnel") of PAJKs to obtain OJK approval before they perform their duties, authorities, and responsibilities. In granting such approval, OJK conducts a fit-and-proper test of the prospective Management Personnel to ensure that the candidate meets the required standards (Article 13 paragraphs (1) to (4) of OJK Reg. 4/2025).

Licensing Requirements

As stipulated in Article 9 paragraph (1) of OJK Reg. 4/2025 and Part A Section I of the Appendix of OJK Reg. 4/2025, a prospective PAJK must submit its PAJK licensing application to OJK through the OJK licensing system, together with any required documents for the submission of a business license application. Approval or rejection of the application shall be given by OJK no later than 20 business days after the complete application documents are received.

Obligation of Electronic Systems Organizers Registration

A PAJK that has obtained the OJK business license must be registered as an Electronic System Organizer ("ESO") at the Ministry of Digital and Communication ("MoCD"), as aggregation services are be provided through the electronic system in the form of a website and/or mobile application that can be accessed by consumers (Article 25 paragraph (1) of OJK Reg. 4/2025).

A PAJK may submit an application for registration as an ESO to MoCD no later than 30 calendar days since the issuance of OJK business license. The application must also be copied and submitted simultaneously to OJK and the authorized agency (Article 12 paragraphs (1) to (3) of OJK Reg. 4/2025).

The ESO certificate must be obtained within a period 60 calendar days from the date of issuance of the OJK business license, PAJK is required to submit a copy of the ESO certificate to OJK no later than 7 (seven) business days from the date of the registration certificate as an ESO (Article 12 paragraphs (5) and (6) of OJK Reg. 4/2025).

Obligation to Cooperate with Financial Services Institution

Pursuant to Article 28 paragraphs (1) and (2) of OJK Reg. 4/2025, a PAJK must cooperate with other Financial Services Institutions and/or parties conducting activities in the financial services sector (collectively, the "Required Counterparty") to carry out the aggregation activities. The Required Counterparty has to meet the following requirements:

1. They aggregate the products and/or services to PAJK in accordance with OJK provisions;
2. They provide a statement letter confirming that the products and/or services can be marketed digitally; and
3. They are not under restrictions or subject to sanctions imposed by OJK.

Please note that such cooperation must be stated in the form of a written agreement, which must, at least, contain the:

1. period of agreement;
2. duties and responsibilities of each party;
3. commission details;
4. mechanism for amending information on the financial products/services;
5. complaint mechanism of the internal and external parties related to the financial products/services;
6. data distribution mechanism of the Required Counterparty (if any);
7. mechanism for exchanging, using, and securing personal data (if any); and
8. statement that the Required Counterparty are responsible for all processes related to their financial products/services.

(Article 28 paragraphs (3) and (4) of OJK Reg. 4/2025).

A PAJK can operate only by partnering with licensed financial institutions, to make sure that every product they aggregate is legally authorized and backed by a counterparty fully responsible for its own financial services.

Utilization of Foreign Employees

OJK Reg. 4/2025 imposes strict provisions on the utilization of foreign employees in PAJK companies. As stipulated in Article 7 paragraph (1) letter (a) of OJK Reg. 4/2025, foreign employees may only hold the following positions:

1. one level below the BoD (e. C level); and/or
2. as experts or consultants.

In addition, OJK Reg. 4/2025 limits the period of employment for foreign employees to a maximum 3 years per individual in a single term of service, and prohibits the utilization of foreign employees in HR and legal-related matters (Article 7 paragraph (1) letter (b) and paragraph (2) of OJK Reg. 4/2025). Any PAJK employing foreign employees must notify OJK no later than 5 (five) business days before the foreign employees commence employment. The plan for the utilization or any changes in the utilization of foreign employees must be included in the annual business plan submitted to OJK (Article 8 paragraph (2) of OJK Reg. 4/2025).

Obligation to Submit an Annual Business Plan

A PAJK is required to submit an annual business plan to OJK that includes:

1. information on capacity enhancement in technology, infrastructure, and human resources;
2. plans to improve business performance;
3. strategies for achieving targets within the specified timeframe; and
4. retained earnings.

(Article 35 paragraph (1), (2) and (4) of OJK Reg. 4/2025).

The annual business plan must be submitted to OJK no later than 10 November of the planned year, prior to the commencement. Amendments to the annual business plan may be made only once per year, no later than the end of June, and they must be submitted to OJK, at least, 30 business days before the implementation. This submission must be accompanied by a written explanation of the reasons for the amendments (Article 35 paragraph (5) and (7) to (9) of OJK Reg. 4/2025).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.