The sale of shares in the Indonesian Stock Exchange keeps increasing each year. To anticipate these developments, the stock exchange organizers are planning to increase the efficiency of share sales by using scriptless trading.
If scriptless trading is implemented, stock exchange organizers will have a harder time differentiating between regular share sales and founder shares. This can then affect the imposition of Income Tax on income received from the sale of shares in the stock exchange, where the rates are different between the rate for general shares and founder shares, which will be harder to oversee. Thus, the imposition of Income Tax on the sale of shares in the stock exchange, especially on founders' shares, needs to be imposed and supervised better to ensure an efficient implementation.
Tax Subject
Article 4(2) Income Tax is imposed on Individual or Corporate Taxpayers who conduct a sale of shares in the stock exchange.
Tax Withholder
Article 4(2) Income Tax is withheld by the stock exchange organizer through the shares seller as the intermediary during the repayment of the shares sale transaction.
Tax Object
Article 4(2) Income Tax is imposed on income received or obtained by Individuals or Corporations from the sale of shares in the stock exchange.
By keeping in mind the 2 (two) types of shares that are traded in the stock exchange, which are founder’s shares and non-founder’s shares, where there is a difference between the income levels. Thus, the payable Income Tax from income received from the sale of shares is determined by the following formula:
All transactions of share sales, both from founders or non-founders, will be imposed with Income Tax at a rate of 0.1% from the gross amount of the transaction value.
All transactions of the founders' shares will be imposed with additional Income Tax at a rate of 0.5% of the value of the shares.
“Founder” refers to Individuals or Corporations whose names are listed in the Shareholders of the Limited Liability Company or are listed in the Articles of Association of Limited Liability Company prior to the Application Statement filed to Capital Market and Financial Institutions Supervisory Agency (Bapepam) following the effective date of the initial public offering.
Included as “Founders” are individuals or corporations that receive transfer of shares from the founder due to:
Inheritance
Grant fulfilling requirements in the Income Tax Law Article 4(3) letter a number 2
Other ways that are not imposed with Income Tax during the transfer
Regarded as “Founders’ Shares” are shares owned by those included as “Founders” following the aforementioned definition. This would also include:
Shares received by the founder which came from agio capitalization after the initial public offering.
Shares that came from the distribution of the founders’ shares
Not included as “Founders’ Shares” are:
shares obtained by the founder from the distribution of dividends in the form of shares
shares obtained by the founder after the initial public offering originating from the exercise of right issue), warrants, convertible bonds, and other convertible securities
shares obtained by the founder of the Mutual Fund company
Tax Basis
The imposition basis of Article 4(2) Income Tax on the sale of shares in the stock exchange is the gross amount of the share transaction value. The imposition basis of Article 4(2) Income Tax on founders’ shares sale is the share’s value.
The value of shares is regarded as follows:
value of shares at the closing of the stock exchange at the end of 1996 or on 30 December 1996, if the shares have been traded on the stock exchange in 1996 or before
the value of the company's shares at the time of the initial public offering, if the company's shares are traded on the stock exchange on or after 1 January 1997.
Tax Rate
Income from the sale of shares in the stock exchange is imposed with Final Income Tax at a rate of 0.1% of the gross share transaction value. For the founders’ shares, there will be an additional final income tax imposed at a rate of 0.5% of the share’s value.
Tax Due Date
Article 4(2) Income Tax on the sale of shares in the stock exchange is imposed with payable tax during the repayment period of the shares’ transaction.
Withholding Tax Procedure
The withholding of Article 4(2) Income Tax is done by the stock exchange organizer.
Tax Payment Procedure
The stock exchange organizer must pay the Income Tax to the Tax Office or banks appointed by the Ministry of Finance, no later than the 10th (tenth) day of the following month after the month the tax withholding is made.
The payment is made using a Tax Payment Slip with the tax account code 411128 for Article 4(2) Income Tax. The payment code 406 is for share transactions in the stock exchange, and the payment code 407 is for founders’ share transactions.
If the tax payment due date coincides with a holiday including Saturday, Sunday, national holidays, days off for holding the General Election, or national collective leave, the payment can be made on the next working day.
Tax Filing Procedure
Withholders of Article 4(2) Income Tax must report the withheld income tax on the Unification Income Tax Returns no later than the 20th (twentieth) day after the tax period ends.
If the filing due date of the Article 4(2) Final Income Tax return coincides with a holiday including Saturday, Sunday, national holidays, days off for holding the General Election, or national collective leave, the filing can be made on the next working day.
Individuals who sold shares in the stock exchange, which has been withheld with Article 4(2) Income Tax, are obliged to file income made from the sale of shares in the stock exchange and the withheld Article 4(2) Income Tax on their Individual Annual Income Tax Returns by 3 (three) months after the end of the Tax Year.
Additionally, the issuer is obliged to file a report regarding the additional payment of Income Tax to the Head of the Tax Service Office where they are registered as a Taxpayer no later than the 20th (twentieth) day of the month following the month of payment.
The report must contain, at the least:
Name and NPWP of founding shareholder
Share value
Income tax payable
Tax payment date, attached with the 3rd sheet of the Tax Payment Letter (SSP) (sample form attached).
Report to the stock exchange organizer that additional Income Tax has been paid for all of the founder's shares so that in future transactions selling the founder's shares will only be subject to 0.1% Income Tax.
Example Calculation of Article 4(2) Income Tax on Income from the Sale of Shares in the Stock Exchange
Illustration
In August 2024, Mrs. Diana sold 10 lots of BBCA shares that she owned at a price of IDR10,000 each. BBCA is a share from PT Bank Central Asia Tbk, which is a Public Limited Liability Company, where shares are traded on the stock exchange. Income received by Mrs. Diana from the shares transaction in the stock exchange must be withheld with Article 4(2) Income Tax with the following calculation.
Article 4(2) Income Tax Payable = Rate x Tax Basis
Article 4(2) Income Tax Payable = 0.1% x (IDR10,000 x 10 x 100)
Article 4(2) Income Tax Payable = 0.1% x IDR10,000,000
Article 4(2) Income Tax Payable = IDR10,000
Legal Basis:
Law Number 7 Year 1983 regarding Income Tax as lastly amended by Law Number 7 Year 2021 regarding Harmonization of Tax Regulations
The Government Regulations Number 14 Year 1997 regarding Amendments to Government Regulation Number 41 of 1994 concerning Income Tax on Income from the Sale of Shares on the Stock Exchange
The Minister of Finance Decree Number 282/KMK.04/1997 regarding the Implementation of Income Tax Collection on Income from Sale of Shares on the Stock Exchange
The Directorate General of Taxes Circular Number SE-06/PJ.4/1997 regarding the Implementation of Income Tax Withholding on Income from Sale of Shares on the Stock Exchange
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