Mergers and acquisitions in Indonesia can affect a company’s business licenses, even when its existing operations remain unchanged. The licensing consequences depend on whether the transaction involves a share acquisition, an asset acquisition, or a statutory merger.
Under Indonesia’s risk-based licensing system, changes in ownership, business activities or the legal entity operating a business may require amendments to existing licenses or new regulatory approvals.
Reviewing Business Licenses Before an M&A Transaction
Investors should examine the company’s Business Identification Number (NIB), registered Indonesian Standard Industrial Classification (KBLI) codes and additional approvals required for its activities. The review should identify outstanding licensing obligations, expired permits and restrictions on changes in ownership or control.
Protect your business licenses during an M&A transaction. Contact MAP Resources Indonesia at info@mapresourcesindonesia.com
Under Indonesia’s risk-based business licensing system, licensing requirements depend on the risk classification of each business activity. Higher-risk activities may require verified standard certificates or additional licenses before commercial operations can begin.
An existing NIB does not establish that all business activities have received the necessary approvals. Investors should verify each relevant license through the Online Single Submission (OSS) system and, where necessary, the responsible sectoral authority.
Where an outstanding permit or regulatory approval is necessary for continued operations, its resolution may become a condition of completing the transaction.
How Different M&A Structures Affect Business Licenses
Share Acquisitions
In a share acquisition, the target company generally retains its legal identity. Its existing NIB and business licenses may remain valid, provided the transaction does not introduce changes that affect their licensing conditions.
A change in controlling shareholders may trigger sector-specific notification or approval requirements.
Asset Acquisitions
An asset acquisition involves transferring selected business assets rather than acquiring the company holding them.
The buyer generally cannot assume that the seller’s business licenses will transfer with those assets. The acquiring entity must establish whether its own NIB and business licenses authorize the acquired activities and whether additional permits are required.
Statutory Mergers
In a statutory merger, one company survives while the other is dissolved without liquidation. The surviving company must assess whether its existing licenses cover the combined business activities and whether additional licensing procedures apply.
Indonesia’s OSS system provides a dedicated business licensing procedure for mergers. The applicable requirements depend on the surviving company’s existing licenses and the activities it will undertake following the merger.
Foreign Ownership and Sector-Specific Licensing Requirements
Foreign investors acquiring an Indonesian company must establish whether its registered business activities permit foreign ownership.
If an acquisition converts a domestic company into a foreign investment company (PT PMA), the buyer must address the applicable foreign ownership, capital and investment requirements. The minimum capital requirements for foreign-owned companies should be assessed alongside any sector-specific conditions.
For post-acquisition OSS updates, email MAP Resources Indonesia at info@mapresourcesindonesia.com
Additional regulatory requirements apply to acquisitions involving certain industries.
Banking and financial services: An acquisition involving a regulated financial institution may require approval from the Financial Services Authority (OJK). The applicable requirements depend on the institution and the proposed change in ownership or control.
Mining: A change in the shareholding of a company holding a Mining Business License (IUP) may require approval from the Ministry of Energy and Mineral Resources. A change in shareholding does not, by itself, mean that the mining license must be reissued. Further details are available in our guide to mining licenses in Indonesia.
Telecommunications: Acquisitions involving licensed telecommunications operators may require additional regulatory procedures, depending on the company’s licenses and the proposed ownership changes. Our guide to Indonesia’s telecommunications sector provides additional sector information.
Manufacturing: Acquiring an existing manufacturing business may require licensing amendments if the buyer changes its production activities, production capacity or operating location. Changes involving regulated products may require additional approvals. Further information is available in our guide to registering a manufacturing business in Indonesia.
Updating OSS Records After a Merger or Acquisition
Following a share acquisition, the company must complete the applicable corporate registration procedures and update its OSS information where required. Changes to its business activities, operating locations or investment classification may also affect its existing licensing requirements.
Indonesia’s adoption of KBLI 2025 does not automatically require companies to obtain new business licenses. Administrative changes to classification codes are processed automatically, while substantive changes to a company’s business activities may require amendments to its registered information and licenses.
Corporate changes requiring registration with the Ministry of Law should be completed through the applicable corporate procedures. The corresponding OSS information can then be updated where required.
Maintaining Business Licenses During Post-Transaction Integration
Existing licenses do not automatically require renewal solely because Indonesia introduced its updated risk-based licensing framework in 2025. Licenses issued under the previous framework generally remain valid, subject to their existing terms and applicable transitional provisions.
Secure the regulatory approvals your transaction requires with MAP Resources Indonesia. Email info@mapresourcesindonesia.com
For businesses operating in regulated industries, employee qualifications and professional certifications may also affect operational continuity. Changes to personnel following an acquisition should account for any positions requiring specific qualifications or regulatory approval.
Where the transaction changes the company’s registered activities or risk classification, the applicable business licensing requirements should be reassessed before the affected operations commence.
Contact MAP Resources Indonesia for M&A Licensing Assistance
MAP Resources Indonesia assists foreign investors with business licensing, corporate restructuring, regulatory compliance and post-acquisition registration in Indonesia. Contact us at info@mapresourcesindonesia.com.
