Transfer of shares Malaysia means moving shares in a private company (Sdn Bhd) from one person to another. This guide is for SME owners who want to sell, gift or pass on shares and need the steps, the stamping rule and the update the company must make at the Companies Commission of Malaysia (SSM). In short: sign the transfer form, stamp it with the Inland Revenue Board of Malaysia (LHDN), lodge it with the company, and make sure the company records the new owner and tells SSM within 14 days.
A share is not moved by a chat message or a verbal deal. The Companies Act 2016 expects a signed and stamped instrument of transfer, and the company must register the new shareholder. The Act sets fines for some of these duties, so it helps to follow the steps in order. This guide covers private companies only. Listed companies and shares held through the central depository (CDS) follow different rules.
Key Takeaways
- A transfer needs a duly executed and stamped instrument of transfer, lodged with the company (Companies Act 2016, section 105).
- SSM publishes a Section 105 Form of Transfer of Securities. The transferor and the transferee both sign it, with witnesses.
- Directors must register the transferee within 30 days of receiving the instrument, unless they pass a resolution to refuse or delay (section 106).
- The company must notify SSM within 14 days of a change of shareholder (section 51). The fine can be up to RM20,000, plus RM500 for each day the offence continues.
- LHDN says instruments signed in Malaysia must be stamped within 30 days. Late stamping carries a penalty.
- A private company must restrict the transfer of its shares (section 42), so read the company constitution first.
What Is a Share Transfer in a Sdn Bhd?
A shareholder owns shares in a company. The person who sells or gives away shares is the transferor. The person who receives them is the transferee. The instrument of transfer is the signed form that records the move. The register of members is the company list of who owns how many shares.
The transfer is only complete in the company records when the transferee is entered in the register of members. Being a shareholder is different from being a director, so a new shareholder does not become a director automatically. Read director vs shareholder in Malaysia if the difference is new to you.
Transfer of Shares Malaysia: Step by Step
- Read the constitution. Section 42 says a private company shall restrict the transfer of its shares, and the way it does so is set out in the company constitution. Check it and any shareholders agreement before you sign anything. See our guide to the company constitution in Malaysia.
- Agree the deal in writing. Write down the number of shares, the price and the date.
- Complete the transfer form. Use the SSM Section 105 Form of Transfer of Securities. The transferor signs, the transferee signs, and each signature is witnessed. A husband must not witness his wife signature, and the other way round. If a party is a company, it signs as its constitution allows.
- Stamp the form. Stamp duty is paid to LHDN through the e-Duti Setem portal. LHDN says to stamp within 30 days of signing in Malaysia. The form refers to the Stamp Act 1949, First Schedule, item 32(b).
- Lodge it with the company. Give the signed and stamped form to the company, together with the share certificate (section 98 says a transfer is not registered without it, unless the certificate is lost or destroyed and proof is given).
- Register the transferee. Directors must register the transferee within 30 days of receiving the instrument. The company secretary must see that transfers are entered in the register (section 102).
- Notify SSM. The company must notify the Registrar of the change of shareholder within 14 days. The Registrar decides the form and manner, so check the current SSM process.
Deadlines to Remember
| Step | Who | Deadline | Source |
|---|---|---|---|
| Stamp the transfer | Parties to the transfer | 30 days from signing in Malaysia | LHDN stamp duty penalty page |
| Register the transferee | Directors | 30 days from receiving the instrument | Companies Act 2016, section 106(1) |
| Refuse or delay by resolution | Directors | Resolution within 30 days; notice to both parties within 7 days of the resolution | Companies Act 2016, section 106(1) |
| Notify SSM of the change | Company | 14 days | Companies Act 2016, section 51(1) |
| Transfer by law (for example death) | Company | Register within 60 days of receiving the notification | Companies Act 2016, section 109(5) |
Stamp Duty and Late Stamping
Check the duty amount on the LHDN e-Duti Setem portal before you stamp. We do not quote a rate here, because the amount depends on the value of the shares and LHDN rules. What we can confirm from LHDN is the penalty for late stamping, in force from 1 January 2025.
| When the form is stamped | Penalty |
|---|---|
| Within 3 months after the deadline | RM50 or 10% of the deficient duty, whichever is higher |
| More than 3 months after the deadline | RM100 or 20% of the deficient duty, whichever is higher |
Worked example (the duty figures are made up to show the sums). If the deficient duty is RM2,000, a stamp within 3 months costs a penalty of RM200 (10% is RM200, which is higher than RM50). After 3 months the penalty is RM400 (20% is RM400, higher than RM100). If the deficient duty is only RM300, the penalty is RM50 within 3 months and RM100 after that, because the minimum amount is higher than the percentage.
Fines If the Company Does Not Keep the Rules
The Companies Act 2016 sets fines for the company on these points. The amounts are the highest the court can set, plus a daily amount if the offence continues.
| Duty | Section | Highest fine |
|---|---|---|
| Register the transfer within 30 days, unless validly refused | 106(3) | RM50,000 plus RM500 a day |
| Notify SSM of a change of shareholder within 14 days | 51(4) | RM20,000 plus RM500 a day |
| Secretary to see that transfers are entered in the register | 102(2) | RM10,000 plus RM500 a day |
| Keep the register of members properly | 50(4) | RM10,000 plus RM500 a day |
Rules can change, so check the current text of the Act with SSM before you act.
Share Transfer Checklist
- Read the constitution and any shareholders agreement for transfer limits.
- Write down the shares, price and date in a signed agreement.
- Complete the Section 105 form with the right signatures and witnesses.
- Stamp the form on e-Duti Setem within 30 days of signing.
- Lodge the form and share certificate, then confirm the register of members and the SSM notice are done.
Conclusion
A clean share transfer has four parts: a signed form, stamping, registration by the company, and the SSM update. Missing a date can cost money, so keep a simple timeline. For related steps, read how to make changes in company details in Malaysia and selling new shares in a Sdn Bhd.
How Conzlab can help: Conzlab company secretary service can help prepare the share transfer documents, update the register of members and handle the SSM notification. Contact Conzlab to talk about your share transfer.
Official Sources
- SSM: Section 105 Form of Transfer of Securities
- SSM: Companies Act 2016 (Act 777), updated text
- LHDN: Stamp duty penalty
- LHDN: e-Stamp Duty (e-Duti Setem)
Last updated: 13 November 2026. This article is general information, not tax or legal advice. Rules can change, so check with the agency before you act.
Frequently Asked Questions
Yes. Section 105 of the Companies Act 2016 refers to a duly executed and stamped instrument of transfer. LHDN says to stamp within 30 days of signing in Malaysia.
Only in limited cases. The Act or the constitution may allow refusal or delay, or directors may do so where the shareholder has not paid an amount due on the shares. Directors must pass a resolution within 30 days and send notice to both parties within 7 days. A party can apply to the court (section 107).
The company must keep the register, and the secretary must see that transfers are entered (section 102). The company must also notify SSM of the change within 14 days (section 51).
No. It covers private companies. Section 51 does not apply to companies whose shares are quoted on a stock exchange, and section 105 does not apply to CDS transfers.
Transfer of Shares Malaysia: Steps, Stamping and SSM Update