Underwriter and Broker-Dealer Business Requirements: POJK 3/2026

The Financial Services Authority (Otoritas Jasa Keuangan, OJK) has issued rules on how securities companies conduct business as underwriters and broker-dealers. The full official title of the regulation is Peraturan Otoritas Jasa Keuangan Nomor 3 Tahun 2026 tentang Penyelenggaraan Kegiatan Usaha Perusahaan Efek yang Melakukan Kegiatan Usaha sebagai Penjamin Emisi Efek dan Perantara Pedagang Efek (Financial Services Authority Regulation Number 3 of 2026 on the Conduct of Business Activities of Securities Companies Operating as Securities Underwriters and Broker-Dealers). At 220 articles, POJK 3/2026 sets out business-activity classes, permitted activities, reporting duties, and governance approvals for the two principal intermediary functions in the Indonesian capital market.

Issue

Securities companies in Indonesia share a single legal form but perform functions with different risk profiles. POJK 3/2026 responds by grouping firms into business-activity classes, called Perusahaan Efek Kegiatan Usaha (PEKU), matched to each firm's capital. Pasal 1 defines the key actors: the underwriter (Penjamin Emisi Efek, PEE) contracts with an issuer to guarantee a public offering, with or without an obligation to purchase unsold securities, while the broker-dealer (Perantara Pedagang Efek, PPE) buys and sells securities for its own account or for other parties. The same article defines Adjusted Net Working Capital (Modal Kerja Bersih Disesuaikan, MKBD), the solvency measure calculated as current assets minus liabilities and ranking liabilities, plus subordinated debt and other adjustments.

Key Provisions

Pasal 7 shows how the class system works for underwriters in the second class, PEKU 2. Their main activities cover underwriting public offerings under full-commitment or best-effort contracts, financial advisory for securities issuance, mergers, consolidations, acquisitions, and restructuring, and arranging securities issuance outside a public offering. A PEKU 2 firm acting as lead underwriter may only serve prospective issuers of small or medium asset scale, capped at Rp250,000,000,000.00 (two hundred and fifty billion rupiah); the firm must have no involvement in capital-market criminal violations during the past five years and must maintain a research function whose responsible officer holds a securities-company-representative licence and a securities-analyst certificate. Continuing obligations follow in Pasal 69, which requires firms to report changes in data and information to OJK, covering identity details, articles of association, tax registration number, foreign-worker documents, joint-venture agreements, organisational structure, compliance officers, operating procedures, and compliance and risk-management strategy, no later than 7 working days after the change, through OJK's electronic system. Pasal 70 sets the procedure for a change of company name, which requires prior approval of the amended articles of association by the minister responsible for legal affairs and must be announced in a national Indonesian-language daily newspaper and on the firm's website within 7 working days of that approval. Under Pasal 71, every change to the board of directors or the board of commissioners requires OJK approval, processed under the fit-and-proper assessment rules for main parties of securities companies.

Implications

The regulation ties permitted business lines to capital class, so a firm's expansion choices map onto its PEKU status. Underwriters in PEKU 2 obtain a defined role in small and mid-scale issuances, subject to the Rp250 billion issuer cap and the research staffing requirement. The 7-working-day windows in Pasal 69 and Pasal 70 set short compliance deadlines for corporate housekeeping, and the approval requirement in Pasal 71 means changes to directors and commissioners cannot take effect on shareholder action alone.

Regulatory Context

POJK 3/2026 belongs to OJK's 2026 rulemaking on financial-sector conduct; in the same year the authority also regulated sharia banking investment products. Its supervision and reporting duties sit alongside sectoral instruments issued by ministries, such as the environmental supervision and administrative sanctions rules. Together with OJK's fit-and-proper rules referred to in Pasal 71, the regulation serves as the reference text for underwriter and broker-dealer operations.

Read the full regulation in the CRPG Law Database.

Methodology: This memo summarises the official regulation text and is not legal advice; report corrections to contact@crpg.info.

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