Transfer of Shares (Malaysia)
SHARE TRANSFER FORM (FORM 32A)
Sections 105–111, Companies Act 2016 (Act 777) | Stamp Act 1949
Company: [Company Name]
SSM Registration Number: [Registration Number]
Date of Transfer: [Transfer Date]
Stamp Duty Payment Deadline: [Stamp Duty Deadline]
SHARE TRANSFER DETAILS
FOR GOOD AND VALUABLE CONSIDERATION of [Transfer Price], I/We, the transferor, do hereby transfer to the transferee the shares described below, to hold the same subject to the several conditions on which I/We held the same, and the transferee agrees to accept the said shares subject to the same conditions:
Number of Shares: [Number Of Shares]
Class of Shares: [Share Class]
Transfer Price: [Transfer Price] ([Price Per Share])
Estimated Stamp Duty: [Stamp Duty Amount]
TRANSFEROR:
Name: [Transferor Name]
NRIC / Registration No.: [Transferor NRIC]
Address: [Transferor Address]
Shares held before transfer: [Shares Held By Transferor]
TRANSFEREE:
Name: [Transferee Name]
NRIC / Registration No.: [Transferee NRIC]
Address: [Transferee Address]
COMPLIANCE
Pre-emption rights complied with: [Pre Emption Complied]
Board approval date: [Board Approval Date]
STAMP DUTY: This Form 32A must be presented to the Inland Revenue Board of Malaysia (LHDN) for adjudication and stamping within 30 days of the transfer date under the Stamp Act 1949. Estimated stamp duty: [Stamp Duty Amount]. An unstamped transfer form is inadmissible as evidence and cannot be registered in the company's register.
SSM UPDATE: Form 44 (Notice of Change in the Register of Members) must be lodged with SSM via MyCoID within 14 days of the transfer being registered in the company's register of members (fee: RM20).
EXECUTION
SIGNED by the TRANSFEROR:
Signature: _________________________ Date: _________________________
Name: [Transferor Name]
SIGNED by the TRANSFEREE:
Signature: _________________________ Date: _________________________
Name: [Transferee Name]
Witness: _________________________ Date: _________________________
Name and NRIC: _________________________
Transferor
________________
Signature
Transferee
________________
Signature
What Is a Transfer of Shares (Malaysia)?
A Transfer of Shares in Malaysia records the appointment or transfer it effects and the particulars required to register it.
For private limited companies (Sdn. Bhd.), the right to transfer shares is generally subject to restrictions imposed by the company's Constitution or shareholders' agreement. The most common restriction is a right of first refusal (pre-emption right), which requires the transferor to first offer the shares to existing shareholders at the same price before transferring to a third party. Under Section 100 of the Companies Act 2016, the Constitution of a private company may restrict the transferability of shares in any manner the members agree, and these restrictions are binding on all shareholders.
Stamp duty on share transfers in Malaysia is assessed under the Stamp Act 1949 at the rate of RM3 per RM1,000 (or part thereof) of the consideration or market value of the shares, whichever is higher, with effect from the 2024 Budget announcements. Stamp duty must be paid to LHDN within 30 days of the date of the instrument if executed in Malaysia, or within 30 days of its receipt in Malaysia if executed outside Malaysia. An unstamped share transfer instrument is inadmissible as evidence in any legal proceedings and is not registrable in the company's books.
Once the Share Transfer Form is executed and duly stamped, the company's board of directors must approve the transfer at a board meeting or by Directors' Resolution in Writing under Section 287 of the Companies Act 2016. The board's approval is required in all Sdn. Bhd. companies unless the Constitution specifically removes this requirement. Following board approval, the company secretary updates the register of members under Section 51 of the Companies Act 2016, issues a new share certificate to the transferee, cancels the transferor's share certificate, and lodges a Form 44 (change of members) with SSM via MyCoID within 14 days of the change.
The legal framework governing the Transfer of Shares (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 Transfer of Shares (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 Transfer of Shares (Malaysia)?
A Transfer of Shares is required whenever a shareholder in a Malaysia company wishes to sell, gift, or otherwise transfer their shares to another person.
A Transfer of Shares is needed when a co-founder or early investor in a Sdn. Bhd. wishes to exit the company by selling their shares to another existing shareholder, a new investor, or a third party, with the transfer governed by pre-emption rights and pricing provisions in the shareholders' agreement or Constitution.
A Transfer of Shares is required when a Malaysia company undergoes a merger or acquisition and the acquirer purchases the seller's shares in the target company — with the share transfer documents forming the core instrument of the acquisition under the terms of the share sale and purchase agreement.
A Transfer of Shares is needed when a business owner transfers shares in a family company to their children or other family members as part of estate planning, either as a gift (at nominal consideration) or for fair market value, with stamp duty assessed on the higher of consideration or market value under the Stamp Act 1949.
A Transfer of Shares is required when an employee's share option scheme (ESOS) vests and the company's shares are transferred or issued to the employee under the scheme, with stamp duty applicable on the value of the shares transferred.
A Transfer of Shares is needed when a shareholder exits a joint venture company upon the expiry of the joint venture period or the occurrence of an exit trigger event specified in the shareholders' agreement, with the remaining shareholders or a third party acquiring the exiting shareholder's interest.
Parties in Malaysia should prepare a Transfer of Shares (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 Transfer of Shares (Malaysia)
A valid Transfer of Shares in a Malaysia company must involve the following essential elements.
Pre-emption Compliance: Before the transfer to a third party can proceed, the transferor must comply with any pre-emption rights in the company's Constitution or shareholders' agreement. The transferor must offer the shares to existing shareholders at the proposed price, wait for the offer period to expire (typically 21 to 30 days), and obtain written waivers from all pre-emptive rights holders if they decline to exercise their rights.
Share Transfer Form (Form 32A): The prescribed instrument of transfer under the Companies Act 2016 Regulations, signed by both the transferor (seller) and the transferee (buyer). The form must state the company name, number and class of shares being transferred, the consideration (transfer price), and the full names and addresses of both parties.
Transfer Price / Valuation: The consideration for the transfer must be stated in the Share Transfer Form. For transfers between related parties at undervalue, LHDN will assess stamp duty on the higher of consideration or market value. A formal valuation by a registered valuer may be required for transfers of significant stakes in operating companies.
Stamp Duty Payment: The duly executed Share Transfer Form must be presented to LHDN for adjudication and stamping within 30 days of execution. The stamp duty rate is RM3 per RM1,000 of the higher of consideration or market value under the Stamp Act 1949. An unstamped transfer form is not valid for registration.
Board Resolution: A Directors' Resolution in Writing or minutes of board meeting approving the transfer, noting that pre-emption rights have been complied with, and directing the company secretary to register the transfer in the register of members under Section 51 of the Companies Act 2016.
Share Certificate: The company secretary cancels the transferor's share certificate and issues a new share certificate to the transferee within a reasonable time after registration of the transfer, signed by two directors or one director and the company secretary under the company's Constitution.
SSM Register Update: Form 44 (Notice of Change in the Register of Members) lodged with SSM via MyCoID within 14 days of the change in membership, with the RM20 fee.
Additional compliance elements for a Transfer of Shares (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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Forms Legal. (2026). Transfer of Shares (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/business/corporate/transfer-of-shares-malaysia
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title = {Transfer of Shares (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/corporate/transfer-of-shares-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
}Frequently Asked Questions
Transferring shares in a Malaysia Sdn. Bhd. involves several steps. First, check the company's Constitution and shareholders' agreement for pre-emption rights — the transferor may be required to first offer the shares to existing shareholders before selling to a third party. Second, comply with pre-emption requirements by issuing a written offer to all shareholders with pre-emption rights and waiting for the offer period (typically 21-30 days) to lapse or obtaining written waivers. Third, execute the Share Transfer Form (Form 32A) signed by both the transferor and transferee, stating the number of shares, transfer price, and parties' details. Fourth, present the executed Form 32A to LHDN for stamping within 30 days, paying stamp duty at RM3 per RM1,000 of consideration or market value (whichever is higher) under the Stamp Act 1949. Fifth, obtain board approval via a Directors' Resolution in Writing or board meeting resolution. Sixth, instruct the company secretary to register the transfer, cancel the transferor's share certificate, issue a new certificate to the transferee, and lodge Form 44 with SSM within 14 days.
Stamp duty on a share transfer in Malaysia is assessed under the Stamp Act 1949 at the rate of RM3 per RM1,000 (or part thereof) of the higher of the consideration paid for the shares or the market value of the shares at the date of transfer. For example, a transfer of shares valued at RM500,000 would attract stamp duty of RM1,500 (RM3 × 500 units of RM1,000). Stamp duty must be paid to the Inland Revenue Board of Malaysia (LHDN) by presenting the Share Transfer Form (Form 32A) to the nearest LHDN office or via LHDN's MyStamp online portal within 30 days of execution in Malaysia, or within 30 days of receipt in Malaysia if executed abroad. For related-party transfers or transfers at less than market value, LHDN will assess stamp duty on the market value of the shares rather than the stated consideration. An unstamped Share Transfer Form is inadmissible as evidence and cannot be registered in the company's books, rendering the transfer unenforceable against the company and third parties.
Yes. Under Section 100 of the Companies Act 2016, the Constitution of a private company (Sdn. Bhd.) may restrict the right to transfer shares in any manner that the members agree. The most common restrictions are: pre-emption rights requiring shares to be offered to existing shareholders first at the same price; board approval requirements giving directors the right to decline to register a transfer to an unwanted transferee; restrictions on transfer to non-Malaysians or non-approved persons; and lock-up restrictions preventing transfer for a specified period after incorporation. These restrictions are binding on all shareholders and protect the private nature of the company by preventing outsiders from becoming shareholders without the consent of the existing members. If the company has no Constitution (relying on the replaceable rules in Schedule 1 to the Companies Act 2016), the replaceable rules do not impose restrictions on transfers in a private company but do give the board the right to decline to register a transfer of shares to a person the board considers is not a desirable member of the company.
A pre-emption right (right of first refusal) in a Malaysia company is a right given to existing shareholders to purchase shares being sold by another shareholder before those shares can be offered to an outside third party. Pre-emption rights are commonly included in the Constitution or shareholders' agreement of a Sdn. Bhd. to keep ownership within the existing shareholder group and prevent unwanted third parties from becoming shareholders. The typical process under a pre-emption clause is: (1) the selling shareholder gives a transfer notice to all other shareholders specifying the number of shares, the proposed transfer price, and the identity of the proposed transferee; (2) each existing shareholder has a fixed period (typically 21 to 30 days) to exercise the right to purchase the shares at the stated price; (3) if no existing shareholder exercises the right within the offer period, the selling shareholder is free to sell to the proposed third party at the same price or higher; (4) written waivers from all shareholders with pre-emption rights are required to confirm non-exercise. Breach of pre-emption rights may render the transfer void or voidable under the company's Constitution.
Yes. A share transfer in a Malaysia company must be reflected in SSM's public register. After the Share Transfer Form (Form 32A) is executed and stamped, and the board approves the transfer, the company secretary must update the company's internal register of members under Section 51 of the Companies Act 2016 and lodge Form 44 (Notice of Change in the Register of Members) with SSM via the MyCoID portal within 14 days of the change. The lodgement fee for Form 44 is RM20. SSM updates the public register to reflect the new shareholding, which is visible via the SSM eSearch portal. Failure to update the register and lodge Form 44 within 14 days is an offence under Section 58(4) of the Companies Act 2016 — the company and every officer in default are each liable to a fine not exceeding RM50,000. The SSM register is the definitive public record of shareholders, and potential investors, lenders, and counterparties check it to verify ownership.
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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