At the heart of every legal due diligence for M&A transactions is verification of share ownership. One of the documents requested to verify share ownership is the register of members.

It seems like a simple request, yet during some due diligence exercises, I have been provided with the following except the actual register of members:

❌ Company search from the Companies Commission of Malaysia

❌ Confirmation from company secretary on share ownership

❌ Notification of change in the register of members lodged with Registrar of Companies under section 51 of the Companies Act 2016 (which is sometimes confused with the actual register because its heading also reads “Register of Members”)

❌ Excel list of shareholding in a company

Each of the above is useful but none of them carries the legal weight of a register of members.

Under the Companies Act 2016:

✔️ The register of members is prima facie evidence of any matters inserted in it as required or authorised under the Act.

✔️ The entry of a person’s name in the register of members as shareholder is prima facie evidence that legal title to the share is vested in that person.

Most due diligence delays around share ownership can be avoided.

All it takes is a properly kept register of members and other statutory documents provided upfront.

This is where a company secretary who maintains clear and accurate records becomes truly indispensable.

#MalaysianCorporateLawyer

This post was first posted on LinkedIn on 23 November 2025.