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Gemini Assistance


POJK 3/2021: The Forensic Breakdown
To answer your request regarding the legality of "ship abandonment," we must look at POJK No. 3/POJK.04/2021 (Penyelenggaraan Kegiatan di Bidang Pasar Modal). This regulation serves as the "Operating System" for the Indonesian Capital Market, and it contains the specific protocols for what happens when a company’s ownership structure becomes compromised.
1. Key Provisions of POJK 3/2021
This regulation introduced a "safety net" for the exact scenario you are describing—where a company is no longer fit to be public because the owners have left it as an empty shell.
* The Go-Private Protocol (Articles 72-82): For the first time, the OJK codified the rules for "Go Private" and "Delisting." It explicitly states that a public company can be ordered by the OJK to change its status to a private company (Go Private) if it no longer meets the requirements of a public company.
* Mandatory Buyback (Article 76): This is the most critical "legal teeth" in the regulation. If a company is forced to delist (due to being abandoned or failing to perform), the company must conduct a buyback of all shares held by the public.
* Controller Accountability: Under POJK 3/2021, the OJK has the authority to hold the Board of Directors, Commissioners, and Controlling Shareholders responsible. If their actions lead to a forced delisting, they can be blacklisted from holding positions in any other public company for a certain period.
* The "Orphan" Trigger: If a company has "no operation for at least 3 years" or fails to meet the listing requirements (like the 15% minimum "quality" float), the OJK can step in under this regulation to force the company out of the exchange, requiring a final payout to shareholders.
2. Confirming the Legality: Is it "Against the Law"?
To be direct: The act of selling shares is not illegal, but "abandoning the ship" triggers legal consequences.
* The Right to Sell: Under Indonesian Law (UUPM No. 8/1995), a shareholder has the legal right to sell their property (shares). There is no law that says an owner must stay forever. In that sense, exiting until the FF is 90% is not a crime—it is a market transaction.
* The Breach of Governance: While the sale is legal, the result of the sale often leads to illegal status. If the exit results in a company with no controller, no GMS (General Meeting of Shareholders) quorum, and no financial reports, the company is now in breach of POJK 3/2021.
* The "Exit Policy" Reality: As of early 2026, the OJK has shifted from "allowing" these shells to exist toward a Forced Exit policy. The OJK's stance is that a 100% Free Float company is no longer a "Public Company" but a "Massive Partnership" that must be delisted to protect market integrity.
Summary Table
| Action | Legal Status | Regulation |
|---|---|---|
| Founder selling 80% stake | Legal | UUPM No. 8/1995 |
| Failing to report the sale | Illegal | POJK 4/2024 / POJK 11/2017 |
| Abandoning the board/ops | Illegal/Regulatory Breach | POJK 3/2021 |
| Holding 90% FF without Controller | Triggers Forced Buyback | POJK 3/2021 |
> Audit Conclusion: The "ship abandonment" itself is a legal exercise of ownership rights, but it places the ticker into a "Legal Terminal State."