On 29 September 2025, the Indonesian Business Competition Supervisory Commission (Komisi Pengawas Persaingan Usaha/“KPPU”) through Decision No. 02/KPPU-M/2025, has imposed a fine of IDR 15 billion (approx. USD 967,000) against TikTok Nusantara (SG) Pte. Ltd. for late notification of its acquisition of PT Tokopedia. This decision is not the first in 2025. Throughout the year, at least five decisions have been issued by KPPU concerning late merger notifications, underscoring its consistent enforcement on procedural compliance.
Although the transaction itself received approval, KPPU reaffirmed that administrative compliance, particularly acquisition notification, is a mandatory and standalone legal obligation under Indonesia’s competition law. This decision marks a pivotal reminder for both domestic and foreign investors that failure to comply with post-merger procedural rules can lead to significant sanctions, regardless of the transaction’s competitive impact.
Background of the Case
In January 2024, TikTok Nusantara (SG) Pte. Ltd., a subsidiary of ByteDance, acquired a 75.01 % stake in PT Tokopedia, with the remaining 24.99% retained by GoTo Gojek Tokopedia. The transaction, which took effect on 31 January 2024, was structured through TikTok’s Singapore-based acquisition vehicle (the “TikTok–Tokopedia Case”).
Under Law Number 5 of 1999 on Prohibition of Monopolistic and Unfair Business Competition (the “Indonesian Competition Law”) and its implementing regulations, the acquirer must notify the KPPU of the acquisitions within 30 working days after the transaction becomes legally effective, in this case, no later than 19 March 2024.
However, KPPU found that TikTok’s valid notification was only submitted on 5 August 2024, representing an 88-working-day delay. Moreover, the initial filing had been made by another entity, TikTok Pte. Ltd., which was not the actual acquirer. The notification should have been submitted by TikTok Nusantara (SG) Pte. Ltd., the company specifically established to carry out the Tokopedia acquisition. KPPU therefore invalidated the first notification and imposed an administrative fine of IDR 15 billion, payable within 30 days after the decision becomes legally binding.
Indonesian Regulations
The obligation to notify mergers and acquisitions in Indonesia is governed primarily by Indonesian Competition Law, supported by implementing regulations issued by KPPU.
Under Article 28 and Article 29 of the Indonesian Competition Law, any merger, consolidation, or acquisition that results in the value of the assets and/or the sale value exceeding a certain amount, it must be notified to the KPPU. This procedural duty exists independently from any substantive assessment of competitive impact. Even if a transaction does not lead to market dominance or anticompetitive effects, the acquirer remains legally required to file a timely notification.
Further, under Article 2 paragraph (2) of the KPPU Regulation Number 3 of 2023 on Assessments of Mergers or Consolidations of Business Entities, or Acquisitions of Company Shares Which May Result in Monopolistic Practices and/or Unfair Business Competition (“KPPU’s Regulation No. 3/2023”), regulates that the notification must be submitted no later than 30 working days after the merger, consolidation, or acquisition becomes legally effective. The KPPU’s Regulation No.3/2023 provides more detailed guidance on the implementation of this obligation. It defines what constitutes as “changes of control”, provides a clear explanation on how to calculate the 30-working-day deadline, and prescribes the form, content, and documentation required in the notification. Importantly, under KPPU’s Regulation No.3/2023, it is clear that KPPU has clarified that administrative compliance, particularly in terms of timeliness and accuracy of the notifying entity, is not a mere formality but a mandatory legal requirement. Failure to comply may lead to administrative sanctions, including monetary fines, regardless of whether the transaction has already been substantively approved.
KPPU’s decision in the TikTok–Tokopedia case highlighted several procedural lapses. First, the initial notification was invalid because it was filed by TikTok Pte. Ltd., a different entity from the actual acquirer, TikTok Nusantara (SG) Pte. Ltd. KPPU reiterated that the notification must be filed by the entity that directly acquires control, not its parent or affiliate.
Second, the delay of 88 working days was deemed a clear violation of the statutory timeline, as the 30-working-day deadline under Indonesian law is strict and non-extendable. KPPU further emphasized that administrative compliance is independent from substantive review, thus, even conditional approval of the transaction does not excuse late filing.
Additionally, KPPU cautioned against the potential misuse of special purpose vehicles (SPVs), noting that complex corporate structures should not obscure the identity or responsibility of the true acquirer. While KPPU acknowledged TikTok’s cooperation and the absence of prior violations, it nevertheless imposed a significant fine to reinforce the importance of compliance.
Conclusion
This enforcement action demonstrates KPPU’s increasing emphasis on administrative discipline and transparency in Indonesia’s M&A landscape, especially in the digital economy sector. The fine serves as a reminder that the procedural compliance carries equal legal weight as competition assessment and foreign investors are held to the same standard as domestic players in Indonesia’s jurisdiction. It sends a clear message that KPPU is committed to upholding procedural discipline and ensuring transparency in high-profile acquisitions.
For multinational investors, this means embedding acquisition notification tracking and compliance mechanisms into their transaction timelines from the outset. Procedural compliance should not be treated as a secondary administrative step but as a core component of deal execution. Failure to do so not only risk financial sanctions but may also affect the company’s reputation and future dealings with Indonesian authorities.
At ASNP Law Office, we understand that navigating merger and acquisition compliance in Indonesia can be complex, especially with evolving KPPU regulations and administrative requirements. Our team provide tailored legal solutions and combines deep regulatory insight with practical experience to help clients structure transactions efficiently and stay fully compliant.
