On 31 March 2026, the Indonesia Stock Exchange (“IDX“) issued Board of Directors’ Decree No. Kep-00045/BEI/03-2026 amending Regulation No. I-A on the Listing of Shares and Equity Securities Other Than Shares Issued by Listed Companies (“Regulation I-A 2026“), effective as of the same date. The regulation is accompanied by IDX Circular Letter No. SE-00004/BEI/03-2026 (“Circular Letter“) containing its implementing guidelines.
This article focuses on selected key changes introduced by Regulation I-A 2026, specifically with respect to the definition of Free Float Shares, initial and continued listing free float requirements, post-IPO lock-up obligations for controlling shareholders, and the reclassification mechanism. It does not purport to cover all amendments made to the IDX listing rules.
1. Updated Definition of Free Float Shares.
Regulation I-A 2026 reinforces the definition of Free Float Shares as scripless shares listed on the IDX that are: (i) held by shareholders each owning less than 5% of total listed shares; (ii) not held by the controlling shareholder and/or affiliates of the controlling shareholder of the listed company; (iii) not held by members of the board of commissioners or board of directors; (iv) not shares that have been repurchased (treasury shares); and (v) not shares subject to transfer restrictions.
2. Free Float Requirements: Initial Listing and Continued Listing
Initial listing. The minimum free float requirements for initial listing under Regulation I-A 2026 are as follows:
| Initial Listing Free Float Requirement | Main Board | Development Board |
|---|---|---|
| Minimum number of free float shares | 300,000,000 | 150,000,000 |
| Market capitalisation < IDR5 trillion | ≥ 25% | ≥ 25% |
| Market capitalisation IDR 5–50 trillion | ≥ 20% | ≥ 20% |
| Market capitalisation > IDR 50 trillion | ≥ 15% | ≥ 15% |
| Public Offering ≥ IDR 30 trillion | Determined by IDX | Determined by IDX |
For initial listing purposes, the free float percentage requirement must be met entirely from shares offered in the Public Offering; pre-IPO shares are excluded from this calculation. However, pursuant to the Circular Letter, pre-IPO shares that independently satisfy the free float criteria under Regulation I-A 2026 may be recognised as Free Float Shares from the date of the initial Listing and may accordingly be counted towards the continued listing free float requirement. Listed Companies must also maintain the free float level for 1 (one) year following the Listing date.
Continued listing. Regulation I-A 2026 raises the minimum free float threshold for continued listing from 7.5% to 15% of total listed shares, with a minimum of 50 million free float shares. For Main Board companies, two additional requirements apply: (i) market capitalisation of free float shares must exceed IDR 200 billion, and (ii) the number of shareholders must be more than 750 Single Investor Identification holders. A phased transition period applies:
| Market Capitalisation | Free Float Position | Obligation & Deadline |
|---|---|---|
| ≥ IDR 5 trillion | Below 12.5% | ≥ 12.5% by 31 Mar 2027; ≥ 15% by 31 Mar 2028 |
| ≥ IDR 5 trillion | 12.5% up to < 15% | ≥ 15% by 31 Mar 2027 |
| Below IDR 5 trillion | Any (below 15%) | ≥ 15% by 31 Mar 2029 |
3. Post-IPO Lock-Up Obligation for Controlling Shareholders
Regulation I-A 2026 provides that, where so determined by the IDX, the Controlling Shareholder of a prospective Listed Company is obliged to maintain its control and/or is prohibited from transferring part or all of its shareholding for a minimum of 12 months from the Listing date or such other period as determined by the IDX. The Circular Letter clarifies that a Controlling Shareholder holding more than 50% at IPO may transfer some shares provided its ownership remains above 50% post-transfer; one holding 50% or less is absolutely prohibited from any transfer during the lock-up period. These provisions equally apply to a prospective new Controlling Shareholder whose planned change of control has been disclosed in the IPO prospectus.
4. Reclassification Mechanism: Recognising Certain Shareholders as Free Float
Regulation I-A 2026 provides a mechanism for a Listed Company to apply to IDX for shares held by certain shareholders to be recognised as Free Float Shares. The key test is whether the ultimate beneficial owners behind the shareholding are public investors such as insurance companies, pension funds, mutual funds, sovereign wealth funds of foreign governments, securities broker-dealers, or social security fund managers. This mechanism is limited to shareholders holding less than 10% of total listed shares. The application must be submitted by the Listed Company to IDX no later than 3 days after the deadline for the monthly shareholding report, accompanied by supporting documents, including a statement of non-affiliation signed by the board of directors of the Listed Company. IDX will respond with approval or rejection within 5 days of receiving complete documentation.