2023-06-12Transfer of Shares of a Malaysia Company
(1) |
Directors’ resolution approving the transfer of shares |
(2) |
Audited financial statement of not more than 18 months |
(3) |
Form of Transfer of Securities |
(4) |
Old Share Certificate(s) (if any) |
(5) |
Transferee’s identification document and proof of address |
(6) |
Share Transfer Agreement (if any) |
(7) |
Letter of waiver of pre-emptive rights (if any) |
(1) |
The transferor wishing to sell his shares in a private company will first try to find a ‘willing buyer’ (the transferee); |
(2) |
The transferor after having found the buyer desirous of buying his shares will execute a Form of Transfer of Securities by signing as transferor and he shall then deliver the transfer form together with the share certificate(s) (if any) for the said shares to the buyer in exchange for the payment of the share transfer; |
(3) |
The transferee shall then execute the transfer form by signing as transferee and present the transfer form for stamping within 30 days after execution. The stamp duty to be paid shall be computed at a rate of RM3 per RM1,000 or fractional part of RM1,000 on the price or the value of the shares on the date of the transfer, whichever is greater; |
(4) |
After the transfer form is duly stamped with the proper stamp certificate, it shall be presented to the company together with the share certificate(s) (if any) with a request for it to be registered; |
(5) |
The secretary will carefully scrutinise the transfer form and the share certificate(s) and verifying the details as well as to ensure that the transfer form was duly executed and appropriate stamp duty has been paid; |
(6) |
As soon as possible (in any case, shall not be later than 1 month after the transfer form was submitted to the company), the secretary shall present the transfer to the directors at a meeting of directors for approval. The board will decide whether to approve the transfer and a resolution will be made to that effect; |
(7) |
If approved, the secretary shall cancel the old share certificate(s) (if any) and update the register of members and register of transfers (if any). The secretary shall also notify the Companies Commission of Malaysia the changes to the register of members via MyCoID. A company is not required to issue share certificate unless an application by a shareholder for a certificate relating to the shareholder’s shares in a company has been received or otherwise provided by its constitution; |
(8) |
Subject to the constitution, in the case of refusal for registration of the transfer, the board will pass a resolution declining the registration of the transfer and set out in full the reason for refusing the registration within 30 days from the receipt of the transfer form. The notice of resolution has to be sent to the transferor and transferee within 7 days of the resolution being passed. |