What are the Procedures ?
If you own shares in a Sendirian Berhad (Sdn Bhd) company in Malaysia you may someday have plans to transfer those shares to another person. Shares may be transferred for many reasons.
This article will provide information on transfers of the shares of a Sdn Bhd company in Malaysia for the benefit of those seeking to do so.
Shares can be transferred from a shareholder to any person; this person may either be a new or an existing shareholder. The transfer of shares may introduce a new shareholder to the Company, or the transfer might involve an existing shareholder. Shares may be transferred anytime after incorporation.
There are no restrictions regarding the ownership of shares by someone who has previously owned the same shares in the company. Therefore, shares of a Sdn Bhd company can be transferred to a previous owner of those same shares with the consent of the current owner.
The whole process of transferring the shares does not involve the SSM. That means that none of the shares transfer documents will be submitted to the SSM. However, the process involves the following :
(1) The owner of shares decides to transfer his shares to another willing buyer.
(2) The vendor and the purchaser have to fill in the Section 105 Share Transfer Form and their signatures need to be witnessed by a person who is not the spouse of either the vendor or purchaser.
(3) The Form of Share Transfer will then be forwarded to the LHDN department for adjudication to assess the stamp duty payable on the transfer.
(4) Once the stamp duty is paid, a Certificate of Stamping will be issued.
(5) The duly stamped Form of Share Transfer is then deposited at the Registered Office of the Company.
(6) All share transfers are subject to approval by the Board of Directors and the directors may have a right to refuse to approve the share transfer for specific reasons.
(7) The Board of Directors will approve the transfer via a resolution.
(8) The Company Secretary will have to update the Register of Members (using the MYCOID system) within 14 days from the date of the resolution.