Under OJK rules, some pre-IPO shareholders cannot transfer their shares until eight months after the registration statement becomes effective. The rule does not mention pledges, but enforcing one means selling, and shares frozen at KSEI for a lock-up cannot be pledged until released. A founder can prepare the loan early and draw it at expiry.
Key takeaways
- The OJK lock-up targets cheap pre-IPO shares. Anyone who acquired the issuer's shares below the IPO price in the six months before the registration statement was filed may not transfer them until eight months after it becomes effective.
- It covers the whole holding. The ban extends to all of that party's equity in the issuer, not only the shares bought in the six-month window.
- Pledging during the lock-up is impractical. Enforcement would require a sale, and shares frozen at KSEI for a lock-up cannot be pledged until released.
- Multiple voting shares are locked for two years. POJK 22/2021 also requires KSEI to freeze them for that period.
- Use the lock-up to prepare. Approvals, documents and the lender's review can all be completed before expiry, so the pledge can follow soon after.
Which IDX shares are locked up after an IPO, and for how long?
Under POJK 25/POJK.04/2017, anyone who acquired an issuer's equity at a price below the IPO price in the six months before the registration statement was filed may not transfer it until eight months after the statement becomes effective. Other lock-ups can apply on top.
According to the regulation's elucidation, the ban covers all the issuer's equity that party holds, not only the shares acquired in the six-month window. Holdings of central or regional government, and of a body with statutory authority to restructure banks, are exempt.
Issuers with multiple voting shares under POJK 22/POJK.04/2021 carry longer restrictions: holders of the multiple voting shares may not transfer them for two years after the registration statement becomes effective, and KSEI must freeze them for that period. Our article on financing a founder's multiple voting shares covers that regime.
IDX's listing rules can add restrictions of their own. The exchange amended its listing rule I-A in March 2026, and OJK reported in October 2026 that it had approved a second round of changes; check the current text with Indonesian counsel.
The table sets out the main cases.
| Who is locked up | For how long | Legal basis |
|---|---|---|
| Anyone who acquired the issuer's equity below the IPO price in the six months before the registration statement was filed | Until eight months after the registration statement becomes effective; covers all their equity in the issuer | POJK 25/POJK.04/2017, Article 2 |
| Holders of multiple voting shares | Two years after the registration statement becomes effective; KSEI freezes the shares | POJK 22/POJK.04/2021, Articles 6(1) and 7 |
| Pre-IPO ordinary shareholders of a multiple-voting-share issuer, where book value per share is below the IPO price | Until eight months after the registration statement becomes effective | POJK 22/POJK.04/2021, Article 6(2) |
| Holders named in IDX's listing rules | As set by IDX; confirm the current text | IDX Rule I-A, amended in 2026 |
Can locked-up shares be pledged?
Not easily. POJK 25/2017 bars transfers and says nothing about pledges, but enforcing a pledge means selling the shares, which the lock-up forbids. Where the shares are frozen at KSEI for the lock-up, KSEI's rules say frozen securities cannot be pledged until the freeze is lifted.
KSEI's user guide lists a lock-up as a reason for restricting securities in an account, separate from a freeze for a pledge, and multiple voting shares must be frozen by regulation. Whether a particular holding is frozen is a question for the custodian.
Whether a pledge granted during the lock-up, to take effect or be enforced only after it ends, is consistent with POJK 25/2017 is a legal question the regulation does not answer. Treat it as one for Indonesian counsel before any lender relies on it.
What can a founder do before the lock-up ends?
Prepare the loan so that it can be put in place soon after expiry. The approvals, the lender's credit review, the facility and pledge documents and the custody arrangements can all be settled during the lock-up, leaving only registration of the pledge and drawdown for when it ends.
Corporate approvals and spousal consent can take the longest to assemble, so start with them; our note on the approvals needed to pledge IDX shares sets out who must sign.
Assets outside the lock-up can be financed in the meantime. Shares the founder holds in other listed companies, for example, are assessed on their own liquidity and free float, as our guide to which Indonesian stocks qualify for a stock loan explains.
Lenders also look at what the stock will be like after the lock-up. A newly listed share has a short trading history, and its liquidity and volatility shape the advance, as our guide to how much you can borrow against Indonesian shares sets out.
How should a loan be timed around expiry?
Count from the effective date of the registration statement, not from the listing date, because the eight months run from effectiveness. The prospectus discloses the acquisitions the rule catches, so the expiry date for each holder can be fixed well in advance.
Allow for the custody steps. Where the shares are frozen for the lock-up, the freeze has to be lifted before they can be frozen again for the pledge, so agree with the custodian and the lender how quickly that can happen once the period ends.
Expiry can bring new sellers to the market as other locked-up holders become free to sell, so a lender may take a cautious view of the price around that date. Drawing the loan a little after expiry, once the stock has found its level, can produce steadier terms than drawing on the first day.
Once the lock-up has ended, the loan works like any other stock loan: the pledge preserves ownership and votes, and a pledge of 5% or more of the voting rights is reported to OJK.
This article is general information about share-backed financing in Indonesia and is not legal, tax, or financial advice. Lock-up terms depend on the issuer's prospectus, OJK's regulations and IDX's listing rules, which change; confirm the position for your holding with your Indonesian counsel before planning a loan.
