In association with
Indonesian Regulatory Update
February 2011
Further revisions made to Indonesia’s
rules on non-bank foreign loan reporting
In September 2010 we provided an update summarising
the principle reporting requirements which need to be
complied with by an Indonesian company both prior to
and after obtaining an offshore loan and by Indonesian
individuals borrowing from offshore.
This update followed a string of new rules from Bank
Indonesia (BI), namely:
• Bank Indonesia Regulation Number 12 / 1/ PBI / 2010
on Non-Bank Corporate Foreign Loans (Pre-Loan
Regulation) and Bank Indonesia Regulation Number
2 / 22 / PBI / 2000 on Foreign Loan Reporting Obligations
as amended by Bank Indonesia Regulation Number
11 / 17 / PBI / 2009 (Old Post-Loan Regulation).
• Circular Letter No. 12 / 19 / DLN of 2010 concerning the
Obligation of Foreign Loan Reporting (the Old PostLoan Circular Letter) clarifying the reporting rules.
More recently, BI in another spate of activity, issued:
1
2
3
• Circular Letter No. 12 / 37 / Dint of 2010 concerning the
Reporting Procedures of Non-Bank Corporate
Foreign Loans and Financial Indicators Format (the
Pre-Loan Circular Letter) on 23 December 2010 as an
implementing regulation to the Pre-Loan Regulation.
• Regulation Number 12 / 24 / PBI / 2010 on Foreign Loan
Reporting Obligations (the New Post-Loan Regulation)
on 29 December 2010 which revoked and replaced
the Old Post-Loan Regulation and made some
changes to the rules that existed under the Old PostLoan Regulation.
• Circular Letter No. 13 / I/ Dint of 2011 concerning
Foreign Loan Reporting Obligations (the New
Post-Loan Circular Letter) on 20 January 2011 as
an implementing regulation to the New Post-Loan
Regulation and, consequently, revoked and replaced
the Old Post-Loan Circular Letter.
Whilst the overall offshore loan reporting regime has
not substantively changed, this update sets out the key
additional requirements contained in the Pre-Loan
Circular Letter and those changes introduced by the
New Post-Loan Regulation.
Pre-Loan Circular Letter
Expanded definition of “Long-Term Loan”
The Pre-Loan Regulation differentiates short-term loans
and long-term loans. The Pre-Loan Circular Letter
expands the definition of long-term loan to include any
short-term loan which will be extended for more than
a year and any roll-over of a long-term loan.
Reporting procedures
The Pre-Loan Circular Letter clarifies which entity is
to report the loan as follows:
• If the head office of the company is located in
Indonesia, reports are to be submitted by:
–– the head office of the company if the foreign loan
is received by the head office and other branch
offices located in Indonesia; or
–– the branch office that received the foreign loan.
• If the head office of the company is located outside
Indonesia, reports are to be submitted by:
–– the coordinating office / company in Indonesia
if the offshore company has more than one
Indonesian office / subsidiary; or
–– each company that received loans and which is
domiciled in Indonesia.
New Post-Loan Regulation
and Circular Letter
Expanded definition of “foreign loans”
The New Post-Loan Regulation fleshes out the definition
of “foreign loans” and further defines each component
(consistent with the Circular Letter).
Old Post-Loan Regulation definition
• Debts of residents to non-residents
denominated in foreign currency or IDR.
• Debts based on a loan agreement or other
agreement but excluding giro, savings,
and deposits.
New Post-Loan Regulation definition
• Loan agreements
• Debt securities (including letters of credit,
bankers acceptances, bonds, commercial paper,
promissory notes and MTN)
• Trade securities
• Trade credit
• Other loans
The regulation does not appear to affect the current
treatment of offshore margin accounts as not consisting
foreign loans.
Submission periods
In relation to the foreign loan reporting submission
periods, the New Post-Loan Regulation states that the
Main Data Report of new foreign loans shall be submitted
to BI no later than the 10th day of the month after
the signing of the foreign loan. This removes the previous
requirement for submission being 10 days after either
the signing or the drawdown of the foreign loan.
The deadline for corrections to the Main Data Report
(previously required within 20 days after signing or
drawdown) has been changed to being required no later
than the 20th day of the reporting month.
The submission periods for the Main Data Report also
apply to the submission of the Realization Data Report.
In addition, the Realization Data Report needs to be
updated on a monthly basis and be submitted to BI
at the latest on the 10th day of each month (with data
relating to the prior month). Corrections to the Realization
Data Report must be submitted no later than the 20th day
of the reporting month (as necessary).
Page 2
Indonesian Regulatory Update – February 2011
Force majeure
Sanctions
The New Post-Loan Regulation introduces a new
provision exempting a borrower from having to report
if the borrower is experiencing “force majeure” but in
each case subject to BI approval (based on an application
filed by the borrower to BI). “Force majeure” is defined
as any situation that clearly causes an inability for
the borrower to submit the report or a correction to the
report, such as fire, mass riot, terrorism, bomb, war,
sabotage and natural disasters such as earthquake and
flooding, as attested by the local authorities.
The New Post-Loan Regulation introduces more lenient
sanctions in the event of late submission, non-submission
and / or incomplete submission of reports. The sanctions
are now as follows:
• Late submissions of the Main Data Report and the
Realization Data Report (and amendments, or
corrections thereto) shall be subject to a fine
of IDR100,000 (one hundred thousand Rupiah) for
each day of late submission up to a maximum of
IDR 10,000,000.
• Failure to submit the Realization Data Report and the
Main Data Report exceeding six months since the
submission period deadline shall be subject to a fine
of IDR 10,000,000. This now replaces the former
sanction which provided for a fine of 0.01 % of the
amount of the foreign loan received plus a fine
of IDR100,000 (one hundred thousand Rupiah) for
each day of late submission.
The above sanctions do not come into effect until
11 July 2011.
Greg Terry, Senior Foreign Legal Consultant
[email protected]
Toby Grainger, Foreign Legal Consultant
[email protected]
The changes introduced by the New Post-Loan Regulation
clarify many of the “inferred” requirements / rules that
were in place under the Old Post-Loan Regulation and
do not introduce many significant practical changes. It
also reduces the possible penalties that may be applied
for non-compliance.
Priyatna Yoopie, Senior Associate
[email protected]
Muthia Soebagjo, Associate Lawyer
[email protected]
Indonesian Regulatory Update – February 2011
Page 3
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contact details
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