Overview

On 29 September 2025, the Indonesia Competition Commission (locally known as KPPU) found that TikTok Nusantara (SG) Pte. Ltd. (TikTok SG) had violated Indonesia’s merger control regime by submitting an incorrect post-closing notification, which resulted in a late filing regarding its acquisition of a majority stake in PT Tokopedia (Tokopedia), one of Indonesia’s leading
e-commerce platforms. 

In the relevant case against TikTok SG (Case No.02/KPPU-M/2025 (Case)), KPPU decided to impose an administrative penalty of IDR 15 billion (approx. US$900,000) on TikTok SG (Decision).

Background

Following Indonesia’s prohibition on social media platforms that also facilitate e-commerce transactions without operating a separate electronic system, TikTok Shop was ordered to cease e-commerce operations in Indonesia in October 2023.¹ Since then, TikTok SG’s parent company has intended to re-establish its e-commerce foothold in Indonesia. 

To comply with this prohibition and regain access to the market, TikTok incorporated TikTok SG as its designated vehicle for the purpose of acquiring Tokopedia (Transaction).  The Transaction attracted significant public and regulatory scrutiny, with KPPU expressing concerns about the potential distortion of fair competition.

KPPU ultimately granted a “conditional approval” for the Transaction, imposing various behavioural obligations on the parties.  For an overview of the conditional approval, please refer to our earlier client update here.

Following the conditional approval, TikTok SG completed the Transaction by acquiring 75.01% of Tokopedia’s shares on 31 January 2024. In line with the Indonesian merger control rules, TikTok SG was required to submit a post-closing merger notification no later than 19 March 2024 (i.e., within 30 business days from the closing date).²

A unique procedural error

Unlike typical late-filing cases, TikTok filed the merger notification within the deadline and was registered by KPPU on 19 March 2024. However, the filing was not made by the acquirer, TikTok SG.  Instead, the submission was made by TikTok SG’s parent company, TikTok Pte. Ltd.³

Under the Indonesian merger control regulations, the obligation to notify rests strictly with the acquiring party, not its parent company or any other affiliate.  As a result, KPPU deemed the submission invalid and cancelled the notification on 7 August 2024 on the basis that the applicant did not comply with the requirement under Article 5(1) of Government Regulation 57 of 2010.⁴

KPPU then initiated an investigation and concluded that TikTok SG had effectively failed to file the merger notification within the required timeframe. The delay, counted from the original deadline until the corrected submission, was assessed as 88 business days.⁵

Legal avenue to appeal the KPPU’s decision

According to Supreme Court Regulation 3 of 2021, TikTok SG had 14 calendar days after the Decision was issued to file an appeal to the Jakarta Commercial Court, if TikTok SG wished to challenge the Decision.⁶  Since the Decision was issued on 29 September 2025, TikTok SG had until 13 October 2025 to file an appeal with the Jakarta Commercial Court. 

Up to this client update’s publication date, we have not seen any indication that TikTok SG has filed an appeal against the Decision with the Commercial Court. However, based on news reports from KPPU, there is an indication that TikTok SG has accepted the Decision (including KPPU’s finding of TikTok SG’s alleged violations).⁷

Key takeaways

1. the correct notifying entity matters, and errors can be costly
   The Case underscores the importance of ensuring that the actual acquirer submits the merger notification.  Even where complete merger notification documentation has been submitted in a timely manner, an administrative misstep as simple as having the wrong party submit the documents can expose an acquirer to substantial administrative penalties.
2. conditional approval does not replace the notification obligation
   KPPU‘s conditional approval of the Transaction does not eliminate the statutory requirement for TikTok SG to file a post-merger notification with the KPPU.  Acquirers must ensure full compliance with the standalone merger notification regime.
3. KPPU continues to enforce procedural compliance strictly
   This decision reinforces KPPU’s increasingly stringent approach to late or defective filings.  Formalities and procedural accuracy remain critical for acquirers involved in Indonesian transactions.