Share Transfer

Description

• Share transfer refers to the process of legally transferring ownership of shares from one shareholder to another within a company. This process involves updating the company's share register and complying with the necessary legal and regulatory requirements under Malaysian law.

GOV Department

• Suruhanjaya Syarikat Malaysia (SSM) / Companies Commission of Malaysia

License Name (Malay)

• Pemindahan Saham

Details

• Share transfers can occur between existing shareholders or to new individuals/entities.
• A share transfer requires a Share Transfer Form (Form 32A) and the payment of stamp duty (if applicable).
• The transfer must be recorded in the company’s Register of Members and reflected in the share certificates.
• The company must notify SSM of the change in shareholding via the appropriate forms.

Important Rules

• The company’s Constitution or Articles of Association may restrict or outline specific procedures for share transfers.
• Share transfers require approval from the Board of Directors or shareholders (if stipulated).
• Proper documentation, including a Board Resolution, the share transfer form, and stamped share certificates, must be completed.
• Stamp duty must be paid on the transfer based on the consideration or market value of the shares, whichever is higher.
• Notification to SSM must be made within the required timeframe under the Companies Act 2016.

Compound & Punishment

• Failure to notify SSM of the share transfer within the required timeframe may result in:
  • Fines up to RM50,000 for the company and its directors.
• Non-compliance with stamp duty requirements may lead to penalties and invalidation of the share transfer.
• Misrepresentation or incomplete documentation can result in legal disputes or challenges to the validity of the transfer.

Advisor