How do I issue new shares or increase the capital of my Sdn Bhd?
Directors need prior approval by the company's resolution before they allot new shares, then must lodge a return of allotment with SSM within 14 days. Malaysia no longer has authorised capital or par value, so you do not file to raise a ceiling. Update the register of members and check shareholder pre-emption rights.
No authorised capital. Shares in Malaysian companies have no par or nominal value (Companies Act 2016, s.74), and there is no authorised capital to increase. You simply issue more shares.
Steps
- Check the constitution (if any) for pre-emption rights: some require new shares to be offered to existing shareholders first.
- Shareholders' approval. Unless prior approval by company resolution has been obtained, directors may not exercise power to allot shares (s.75).
- Board resolution setting the number of shares, issue price and who receives them.
- Receive payment, in cash or other agreed consideration, and issue share certificates.
- Lodge a return of allotment with SSM within 14 days of the allotment, with a statement of capital (s.78).
- Update the register of members and notify SSM of the shareholder change within 14 days (s.51).
- Update the beneficial ownership register if control changes.
Foreign-owned companies. A capital increase can matter for immigration or licence conditions that look at paid-up capital; tell the relevant agency if required.
Late lodgement is an offence for the company and its officers.
Legal basis
- Companies Act 2016, s.74
- Companies Act 2016, s.75
- Companies Act 2016, s.78
- Companies Act 2016, s.51
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- How do I transfer shares in a Malaysian Sdn Bhd step by step?Agree the price, sign a share transfer instrument, have the directors approve it if the constitution requires, pay stamp duty, then record the transferee in the register of members and notify SSM within 14 days. A private company must restrict share transfers, so check the constitution first.
- What business structure should I choose in Malaysia: sole proprietorship, partnership, LLP or Sdn Bhd?Pick based on liability, who owns it and how credible you need to look. A sole proprietorship or partnership is cheapest but the owners are personally liable; an LLP or a Sdn Bhd gives a separate legal entity. A Sdn Bhd is the usual choice once you hire staff, sign larger contracts or bring in investors.
- What is the difference between a sole proprietorship and a Sdn Bhd in Malaysia?A sole proprietorship is not a separate legal person, so you are personally liable for all business debts. A Sdn Bhd is its own legal person and shareholders are generally liable only for unpaid share capital. A Sdn Bhd costs more to set up and carries more yearly filing duties.
- What is an LLP in Malaysia and how is it different from a Sdn Bhd?A limited liability partnership (LLP) is a body corporate registered under the LLP Act 2012. It needs at least two partners (a shortfall is allowed for six months) and a compliance officer who is a Malaysian citizen or permanent resident living in Malaysia. It runs on a partnership agreement, not a board. A Sdn Bhd has directors, shares and heavier governance under the Companies Act 2016.
- How do I register a Sdn Bhd with SSM step by step?Search and apply for a company name, then lodge the incorporation application online with SSM through its e-services (MyCoID), with director and shareholder details, registered office and business activity. Pay the RM1,000 fee, then appoint a licensed company secretary within 30 days of incorporation.