It’s a question that foreign counsels ask in every cross-border M&A transaction involving a Malaysian company.

What are the legal requirements to transfer shares of a Malaysian company?

The requirements are as follows:

1. Directors of the company to pass directors’ resolution to approve (1) the registration of the transferee as a member of the company and enter the name of the transferee into the register of members of the company subject only to the production of duly stamped and completed transfers in respect of the shares; (2) cancellation of old share certificate (if any); and (3) issuance of new share certificate (if relevant).

2. Transferor and transferee to execute share transfer form.

3. Share transfer form to be submitted to the stamp office (Inland Revenue Board) for adjudication of stamp duty within 30 days of the date of execution if executed in Malaysia or within 30 days after it has been first received in Malaysia if executed outside Malaysia.

4. Purchaser (typically) to pay stamp duty within 30 days from the date of the notice of assessment issued by the stamp office.

5. Company secretary to enter the name of the transferee in the register of members as a shareholder within 30 days from the receipt of the share transfer form (section 106, Companies Act 2016).

6. Company secretary to notify the registrar of companies of the changes in the particulars in the register of members within 14 days from the date after a person ceases to be, or becomes, a shareholder of the company (section 51, Companies Act 2016).

7. Company to send a share certificate to the shareholder within 60 days from receipt of an application from the shareholder for a share certificate. It is not mandatory under the Companies Act 2016 for a company to issue a share certificate unless the company has received an application by a shareholder for a certificate relating to the shareholder’s shares or otherwise provided under the company’s constitution (sections 97 and 98, Companies Act 2016).

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This post was first posted on Linkedin on 15 April 2022.