BEI Demutualisation Is Official: What Changes?

Indonesia’s Financial Services Authority, or OJK, has issued OJK Regulation Number 13 of 2026 on Stock Exchange Shareholders. The regulation, which has been in force since 17 September 2026, provides the legal foundation for the demutualisation of Indonesia’s stock exchange.

The change matters because it affects the ownership structure of Indonesia Stock Exchange, known as BEI or IDX. Under the previous mutual structure, exchange ownership was tied to exchange membership. The demutualisation framework separates share ownership from membership and allows individuals or Indonesian legal entities, whether exchange members or not, to own exchange shares under the applicable rules.

The new regulation does not mean that the public can immediately buy BEI shares in the same way they buy listed-company shares. Demutualisation is a structural and governance process that requires further implementation. As of 22 September 2026, there has been no official announcement that BEI shares have been offered to retail investors, listed for trading, or made available through ordinary securities accounts.

The central issue is not only who may own the exchange. It is whether broader ownership can coexist with exchange independence, market integrity, and the exchange’s regulatory and supervisory functions. OJK Regulation 13 of 2026 addresses this through the separation of membership and ownership, ownership limits, and ongoing regulatory oversight.

Demutualisation Separates Ownership From Exchange Membership

A mutual exchange is owned by its members. In that structure, securities firms that hold exchange membership also have a role in the ownership structure of the exchange. Membership and ownership are closely connected.

Demutualisation separates those two concepts. Being an exchange member no longer has to mean being an exchange shareholder. Likewise, a shareholder does not have to be an exchange member.

This opens the possibility for new owners, including strategic investors and other eligible parties, subject to the applicable regulations. The objective is not only to broaden ownership. A wider capital base may help the exchange invest in technology, strengthen trading infrastructure, improve risk management, and develop new services.

The transition also creates a governance challenge. A stock exchange is not an ordinary company. It operates important trading infrastructure, maintains market order, and carries responsibilities that affect public trust. Economic interests of shareholders must not override the exchange’s institutional role.

What OJK Regulation 13 of 2026 Covers

OJK Regulation 13 of 2026 covers exchange shares, the separation of ownership and membership, the implementation of demutualisation, the separation of regulatory, supervisory, and business functions, dividend distribution, and exchange reporting.

OJK’s explanation, reported by ANTARA, states that demutualisation must preserve exchange independence, market integrity, and the exchange’s regulatory and supervisory functions under OJK oversight. This is a key point. A change in shareholders must not weaken the exchange’s obligation to maintain orderly, fair, and efficient trading.

OJK Regulation Number 13 of 2026 provides the legal basis for stock-exchange demutualisation and separates exchange-share ownership from exchange membership. Source: Financial Services Authority, as reported by ANTARA, 21 September 2026. The regulation has been in force since 17 September 2026.

Four areas are central to the new framework.

A. Ownership Is Separated From Membership

The separation of ownership and membership is the core of demutualisation. Under the former mutual structure, ownership was limited to exchange members. Under the new framework, Indonesian individuals or legal entities may own exchange shares regardless of whether they are exchange members.

This does not amount to unlimited ownership. Ownership remains subject to regulation, approvals, governance requirements, and OJK supervision.

The practical significance is that BEI share ownership no longer needs to be attached to the right to act as an exchange member. That creates a more flexible structure, but it also requires stronger rules to manage conflicts of interest.

B. General Ownership Is Limited to 5%

The regulation states that an exchange shareholder may own up to 5% of the total issued exchange shares. Ownership above 5% requires OJK approval.

The limit does not mean that any party can freely acquire up to 5% without considering other requirements. The eligibility of the buyer, source of funds, affiliation, transaction structure, reporting obligations, and approval process remain relevant.

The purpose of the 5% threshold is to reduce the risk of concentrated ownership and control. A stock exchange needs to operate in a way that is trusted by all market participants, so its independence should not depend on the preferences of a single shareholder.

C. No Party May Hold a Majority Stake

No party may own a majority of exchange shares, directly or indirectly, including through affiliates. A majority means more than 50% of the shares.

The restriction matters because excessive economic influence could raise concerns about the independence of the exchange. The exchange manages trading infrastructure and has responsibilities related to market order. Its governance must ensure that shareholder interests do not dominate institutional and regulatory functions.

Ownership limits for exchange shares, including the 5% threshold and the ban on majority ownership, are intended to preserve exchange independence. Source: Financial Services Authority, as reported by ANTARA, 21 September 2026. The provisions are part of OJK Regulation Number 13 of 2026.

D. Directors and Commissioners Remain Subject to OJK Review

The regulation also requires prospective directors and commissioners of a stock exchange to undergo OJK fit-and-proper assessment before taking office.

Governance is not determined only by who owns the shares. The quality and independence of management, the handling of conflicts of interest, internal controls, transparency, and accountability all determine whether a new ownership structure strengthens the exchange in practice.

This requirement preserves OJK’s role in assessing the people responsible for an institution that sits at the centre of Indonesia’s capital-market infrastructure.

Can Retail Investors Already Buy BEI Shares?

There is no basis to conclude that retail investors can already buy BEI shares through an ordinary stock-trading account. OJK Regulation 13 of 2026 establishes the ownership framework and the demutualisation process. It is not an announcement of a public share offering.

Demutualisation is also not the same as an initial public offering, or IPO. An exchange may take future corporate steps after a legal framework is in place, but an IPO would require separate decisions, a transaction structure, disclosures, governance preparation, and relevant regulatory processes.

Investors should distinguish between three different events:

• Demutualisation is the separation of exchange-share ownership from exchange membership and the transition from a mutual to a demutual structure.

• Strategic-investor participation refers to the potential ownership of exchange shares by eligible parties through the applicable process and approvals.

• An IPO or public offering would be a separate event. It should not be assumed simply because a demutualisation regulation has been issued.

This distinction prevents readers from treating a new regulation as an immediately available trading opportunity. Until there is an official announcement of a final ownership structure, public offering, or listing, BEI shares should not be assumed to be purchasable by the public.

Why Demutualisation Matters to Retail Investors

Retail investors may not experience an immediate effect on the shares they hold. However, the quality of an exchange affects investing more broadly, from trading-system reliability and market surveillance to the transparency expected from listed companies.

Demutualisation could give the exchange wider access to capital for technology investment, stronger risk-management systems, and product development. Those benefits are potential outcomes, not automatic results. Their realisation depends on the final ownership structure, corporate decisions, governance quality, and OJK supervision during implementation.

For Indonesia’s capital market, the central issue is balance. The exchange needs sufficient resources to develop, but it must remain independent enough to supervise trading and maintain trust across the market. Broader ownership can be constructive when ownership limits, transparency, and accountability are consistently enforced.

Governance Risks That Still Need Monitoring

Demutualisation is not a guarantee of better governance. Separating ownership from membership can reduce certain conflicts, but it may also create new risks if shareholder interests become too influential.

Several developments deserve close attention after the regulation takes effect:

• The final shareholder structure and relationships among owners through affiliates.

• The basis for OJK approvals of holdings above 5%.

• How regulatory, supervisory, and business functions are separated in practice.

• Disclosures on dividends, retained earnings, capital use, and future funding plans.

• Changes to the board of commissioners and directors following OJK fit-and-proper assessments.

• Official announcements on demutualisation stages, strategic investors, or further corporate actions.

Ownership numbers circulating in media reports or meeting documents should not be treated as final until the corporate process and regulatory approvals are complete. Readers should rely on official OJK and BEI announcements for subsequent developments.

What Happens Next

The issuance of OJK Regulation 13 of 2026 means that the legal foundation for demutualisation is now in place. The next stage is implementation by the exchange. That process may include clarification of the ownership structure, methods of share transfer or issuance, potential strategic shareholders, and governance mechanisms used in practice.

Public attention should not stop at the question of who becomes the largest shareholder. The more important test is whether the new structure allows the exchange to remain independent, handle conflicts of interest, strengthen its infrastructure, and preserve investor confidence.

Demutualisation could become a major shift for Indonesia’s capital-market infrastructure. Its value will not be measured by how quickly ownership changes. The more meaningful measure is whether the exchange becomes more transparent, more resilient, and more trusted when it must make decisions that do not always align with shareholder interests.

Disclaimer

This article is provided for information and education only. It is not investment, trading, legal, tax, or financial advice. OJK Regulation Number 13 of 2026 provides the legal foundation for stock-exchange demutualisation, but implementation stages, ownership arrangements, corporate actions, and any potential public offering may change based on official announcements and regulatory approvals. Readers should refer to the latest information from OJK and Indonesia Stock Exchange before making financial decisions.