Share Certificate (Malaysia)
SHARE CERTIFICATE
Companies Act 2016 (Act 777) | Section 106
[Company Name]
SSM Registration No.: [Company Number]
Registered Office: [Registered Office]
Certificate No.: [Certificate Number]
THIS IS TO CERTIFY THAT
[Shareholder Name]
of [Shareholder Address]
(NRIC / Passport / Company No.: [Shareholder ID])
is the registered holder of
[Number of Shares] [Share Class] SHARES
Class designation (where 'other' is specified): [Share Class Other]
fully paid up at [Amount Paid Up] per share, bearing distinctive numbers [Distinctive Numbers] (where applicable), in the above-named Company, subject to the Constitution of the Company.
CONDITIONS
1. This certificate is issued subject to the provisions of the Companies Act 2016 (Act 777) and the Constitution of the Company.
2. No transfer of the shares represented by this certificate shall be registered unless accompanied by this certificate and a duly executed instrument of transfer.
3. This certificate must be surrendered before any dealing in the shares to which it relates can be registered.
Given under the authority of the Board of Directors this [Issue Date].
Signed by:
________________________________
[Director 1 Name]
Director
________________________________
[Director 2 Name]
Director / Company Secretary
Director 1
________________
Signature
Director 2 / Company Secretary
________________
Signature
What Is a Share Certificate (Malaysia)?
A Share Certificate in Malaysia certifies the facts or status it states for those who rely on it.
Under the Companies Act 2016, every company incorporated in Malaysia — whether a private company (Sdn. Bhd.) or a public company (Berhad) — must maintain a register of members under Section 50 of the Act, and share certificates must accurately reflect the entries in that register. Section 106(1) of the Companies Act 2016 requires the company to issue a share certificate within sixty (60) days after the allotment of shares or the lodgment of a registrable transfer, whichever is applicable.
A Share Certificate in Malaysia does not confer title by itself — title passes upon registration of the transfer in the register of members maintained with SSM. The certificate is documentary evidence of that registered ownership. For public companies listed on Bursa Malaysia, the Central Depository System (CDS) administered by Bursa Malaysia Depository Sdn Bhd replaces physical share certificates for publicly traded shares, making paper share certificates primarily relevant to private limited companies (Sdn. Bhd.) and unlisted public companies.
The Companies Act 2016 replaced the Companies Act 1965 (Act 125), consolidating Malaysian corporate law with updated provisions on share capital, allotment procedures, and shareholder rights. Companies incorporated before 31 January 2017 (the commencement date of the Companies Act 2016) must have transitioned their corporate documentation to the new framework. A Share Certificate issued under the Companies Act 2016 differs from the older form issued under the Companies Act 1965 primarily in that the statutory minimum paid-up capital requirement has been removed — companies may now be incorporated with a paid-up capital of RM1.00.
The legal framework governing the Share Certificate (Malaysia) in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a Share Certificate (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2016 (Act 777) sets the foundational requirements.
When Do You Need a Share Certificate (Malaysia)?
A Share Certificate in Malaysia is required whenever a company incorporated under the Companies Act 2016 allots new shares or registers a transfer of existing shares to a new shareholder.
A Share Certificate is needed when a company completes its initial incorporation and issues shares to its founding shareholders (promoters). Section 14 of the Companies Act 2016 requires the company to issue shares upon incorporation, and certificates must follow within sixty days under Section 106(1).
A Share Certificate is required when a private company (Sdn. Bhd.) admits a new investor or business partner through a fresh allotment of shares approved by the board under Section 75 of the Companies Act 2016. The board resolution authorising the allotment must be passed before the certificate is issued.
A Share Certificate is needed when an existing shareholder transfers shares to another party by executing a share transfer form under Section 105 of the Companies Act 2016. The transferee requires a new certificate in their name once the transfer is registered in the company's register of members at SSM.
A Share Certificate is required for due diligence purposes in mergers, acquisitions, or investment transactions involving Malaysian companies. Investors and lenders routinely request original share certificates as evidence of the vendor's title before completing sale and purchase agreements for shares.
A Share Certificate is needed when a company issues shares as part of an employee share option scheme (ESOS) approved under Section 230 of the Companies Act 2016, or when bonus shares are capitalised from retained profits or share premium accounts and credited to existing shareholders.
Parties in Malaysia should prepare a Share Certificate (Malaysia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Share Certificate (Malaysia)
A valid Share Certificate in Malaysia under the Companies Act 2016 must contain the following essential elements.
Company Details: The full registered name of the company, its company registration number as assigned by SSM, and the registered office address. For a private company, the name must end with 'Sendirian Berhad' or 'Sdn. Bhd.'; for a public company, 'Berhad' or 'Bhd.' under Section 26 of the Companies Act 2016.
Shareholder Details: The full legal name of the registered shareholder and their address as recorded in the register of members. For corporate shareholders, the name and registration number of the entity must be stated.
Share Details: The number of shares covered by the certificate, the class of shares (ordinary shares, preference shares, or other classes), the share certificate number, and the distinctive numbers of the shares if the company uses a share numbering system.
Consideration and Paid-Up Status: The amount paid up on the shares. Section 74 of the Companies Act 2016 permits companies to issue shares at a premium or for non-cash consideration, and the certificate should reflect the paid-up status accurately.
Date of Issue: The date on which the certificate is issued, which must be within sixty (60) days of allotment or registration of transfer per Section 106(1) of the Companies Act 2016.
Company Seal and Directors' Signatures: Under the Companies Act 2016, the use of a common seal is optional following the 2016 reforms. If a seal is used, it must be affixed in accordance with the company's constitution. Whether sealed or not, the certificate must be signed by at least two directors, or by one director and the company secretary, as authorised under the company's constitution.
Certificate Number: A unique sequential certificate number for tracking purposes and to maintain the integrity of the share register required under Section 50 of the Companies Act 2016.
Additional compliance elements for a Share Certificate (Malaysia) used in Malaysia include: Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Share Certificate (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/business/corporate/share-certificate-malaysia
"Share Certificate (Malaysia) (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/business/corporate/share-certificate-malaysia.
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author = {{Forms Legal}},
title = {Share Certificate (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/corporate/share-certificate-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
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Frequently Asked Questions
A Share Certificate is legally required for all companies incorporated under the Companies Act 2016 (Act 777) in Malaysia, whether private (Sdn. Bhd.) or public (Berhad). Section 106(1) of the Companies Act 2016 mandates that a company must issue a certificate within sixty (60) days after allotment or registration of a transfer. The only exception applies to shares held in a scripless environment — shares of companies listed on Bursa Malaysia are held electronically through the Central Depository System (CDS) administered by Bursa Malaysia Depository Sdn Bhd, and no physical certificate is issued for such holdings. For private companies, the physical certificate remains the standard evidence of share ownership and is routinely required for corporate transactions, banking facilities, and due diligence exercises conducted by investors and legal counsel.
If a Share Certificate is lost in Malaysia, the shareholder must apply to the company for a replacement certificate under Section 106(3) of the Companies Act 2016. The company may require the shareholder to provide a statutory declaration confirming the loss (executed before a Commissioner for Oaths under the Statutory Declarations Act 1960), an indemnity to protect the company against any claims arising from the lost certificate, and, in some cases, a police report. The company's constitution (formerly memorandum and articles of association) typically sets out the procedure and any fees payable. The replacement certificate is then issued as a duplicate, marked as such, and recorded in the share register. The original certificate, once reported lost and superseded by a duplicate, has no further legal effect.
A Share Certificate itself does not attract stamp duty in Malaysia. However, the instrument of transfer — the form used to transfer shares from one person to another — is subject to stamp duty under the Stamp Act 1949 (Act 378) at a rate of 0.3% of the consideration or market value (whichever is higher) for transfer of shares in Malaysian companies. The stamp duty on share transfers was reduced to 0.1% for the period from 1 January 2024, subject to amendments by the Ministry of Finance. Allotments of new shares (as opposed to transfers) do not attract stamp duty on the certificate itself. For companies with foreign shareholders, any share transfer involving a consideration above RM 1 million may attract review under the Guidelines on Acquisition of Properties issued by the Economic Planning Unit (EPU).
Under the Companies Act 2016, shares may be issued partly paid, and a Share Certificate may be issued reflecting the partly-paid status. Section 74 of the Companies Act 2016 permits a company to issue shares at a price and on terms determined by the directors, subject to the company's constitution. The certificate must clearly state the amount paid up per share. However, a shareholder who holds partly-paid shares remains liable to pay the unpaid amount when called upon by the company under a valid call notice issued pursuant to the company's constitution. Failure to pay on a call may result in forfeiture of shares under the forfeiture provisions in the constitution. Under Malaysia law, Companies Act 2016 (Act 777), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
A Share Certificate in Malaysia is the document that evidences a shareholder's registered ownership of shares — it is issued by the company and held by the shareholder as proof of title. A share transfer form (also known as a stock transfer form or Form 32A under the pre-2016 regime, now superseded) is the instrument used to transfer ownership from one person (the transferor) to another (the transferee). Under Section 105 of the Companies Act 2016, a transfer of shares must be effected by a proper instrument of transfer. Once the transfer form is executed, submitted to the company, and registered in the register of members, the old certificate is cancelled and a new Share Certificate is issued in the transferee's name. The transfer instrument attracts stamp duty under the Stamp Act 1949 at 0.3% of the higher of consideration or market value, while the Share Certificate itself does not attract stamp duty.
A Share Certificate does not need to be filed with the Companies Commission of Malaysia (SSM) as a standalone document. However, a company must lodge a return of allotment with SSM within fourteen (14) days of allotting shares under Section 78 of the Companies Act 2016. Similarly, upon registration of a share transfer, the company must update its register of members, which is lodged with SSM. The share certificate is an internal company document issued to the shareholder, while SSM maintains the statutory register reflecting ownership. Companies are required to keep the register of members at their registered office and make it available for inspection. Foreign investors acquiring shares in Malaysian companies may also need to notify the relevant approving authority (for example, the Malaysian Investment Development Authority, MIDA) depending on the industry and shareholding percentage involved.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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