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.
- Check restrictions. A private company must restrict transfers of its shares (Companies Act 2016, s.42(2)). Read the constitution (or any shareholders' agreement) for pre-emption rights or director consent.
- Agree terms. A share sale agreement, if used, records price and conditions.
- Sign the instrument of transfer by the seller and buyer, with the share certificate if issued.
- Board approval. Directors approve or refuse registration; if a transfer is refused, the transferee can take it further (s.107).
- Stamp the instrument with LHDN. The duty is 0.3% of the higher of price and the shares' value (see the stamp duty question).
- Register the transfer. The company enters the transferee's name in the register of members (s.106).
- Notify SSM within 14 days of the change (s.51).
- Update the beneficial ownership register if control or ownership changes (s.60B), and issue a new certificate.
Keep signed copies and board minutes with the registers. Tax on a gain, and non-resident buyers, may raise other points; take tax advice.
Legal basis
- Companies Act 2016, s.42(2)
- Companies Act 2016, s.51
- Companies Act 2016, s.106
- Companies Act 2016, s.107
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 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.
- 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.