Reconceptualizing Legal Entity Structures for Indonesian Commercial Crowdfunding (International Journal of Business Law and Education)

Summary

• The Indonesian Financial Services Authority (OJK) introduced Regulation No. 57/POJK.04/2020, replacing POJK No. 37/POJK.04/2018 to expand digital equity offerings into broader Securities Crowdfunding (SCF).p.8
• POJK No. 57/POJK.04/2020 explicitly limits eligible Securities Crowdfunding issuers to incorporated Limited Liability Companies (Perseroan Terbatas or PT).p.12
• OJK Regulation No. 16/POJK.04/2021 was introduced to strengthen licensing, governance, and supervisory mechanisms for digital securities crowdfunding platform providers.p.9

Key insights

1. Securities Crowdfunding (SCF) expands public equity financing beyond simple shares to include bonds and sukuk under OJK Regulation No. 57/POJK.04/2020.p.8
2. Non-incorporated business entities fail to provide legal asset separation, creating unlimited personal liability for active partners during business failures.p.17
3. Only Limited Liability Companies (Perseroan Terbatas) possess the separate legal personality required to limit investor liabilities and issue share-based voting rights.p.11
4. Foundations are structurally incompatible with commercial crowdfunding as they are bound by non-profit social, religious, and humanitarian mandates.p.15
5. Cooperative voting structures grant one vote per member regardless of capital, conflicting with public capital market models based on share ratios.p.13
6. Mandatory risk disclosure and quarterly or annual reporting to OJK are required under Article 24 of POJK No. 57/POJK.04/2020 to maintain operational transparency.p.23