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A shelf company in Malaysia is a private company limited by shares that was incorporated with SSM and then kept without business until a buyer takes over its shares. Ready-made company, off-the-shelf company and company for sale in Malaysia all describe the same purchase: the company stays the same legal person, keeping its registration number, its date of incorporation and its name, while its shareholders, directors and beneficial owners change. Under SSM’s audit rules such a company is dormant if it has carried on no business and recorded no accounting transaction, and that status shapes several of the checks further down this page.
What follows covers the Sdn Bhd under the Companies Act 2016. A company in Labuan’s offshore regime changes hands under Labuan law instead; see ready-made companies in Labuan for that route.
| Item | Position after the purchase |
|---|---|
| Registration number and date of incorporation | Unchanged; this is what you are buying |
| Company name | Stays; a new name needs a special resolution, notified to SSM within 30 days |
| Income tax file | The tax identification number LHDN assigned on online incorporation stays with the company |
| Annual returns and financial statements | Lodged for past years; if the company has been dormant since incorporation, the accounts are unaudited and carry a director’s exemption certificate |
| Shareholders | Replaced by the buyer through a stamped instrument of transfer |
| Directors | The seller’s directors resign once a director with a home in Malaysia has been appointed |
| Company secretary | Kept or replaced; whoever holds the post must be a qualified citizen or permanent resident registered with SSM |
| Registered office | Moved if it was the seller’s address, with notice to SSM within 14 days |
| Register of beneficial owners | Rewritten for the buyer and the change lodged with SSM within 14 days |
| Licences and approvals | Only those the company actually obtained; check rather than assume |
| Bank account | Stays with the company only if the bank keeps it after reviewing the new owners |
| Stage | Rule | Basis |
|---|---|---|
| Transfer restriction | Every private company must restrict share transfers; the constitution may let the directors refuse or delay registering one | Companies Act 2016, ss.42(2), 106 |
| Instrument of transfer | The Section 105 Form of Transfer of Securities, executed by seller and buyer and stamped; the Act asks for no notarial deed | s.105(1) |
| Stamp duty | RM3 for every RM1,000 or part of it, that is 0.3%, on the price or the value of the shares on the transfer date, whichever is greater; for a dormant company LHDN compares net tangible assets with the price; paid by the buyer | Stamp Act 1949, First Schedule item 32(b); LHDN guideline |
| Register of members | The company enters the buyer within 30 days of receiving the stamped instrument, unless the directors resolve within that time, with reasons, to refuse or delay | s.106(1) |
| Incoming director | Written consent and a declaration of non-disqualification before the appointment | s.201 |
| Notices to SSM | Change of shareholders, and each appointment or resignation of a director or secretary, within 14 days | ss.51, 58 |
| Beneficial owners | Register updated and the change lodged through e-BOS within 14 days of recording it | s.60B(4) |
Order matters on completion day. A director’s resignation does not take effect if it would leave the company below its minimum number of directors, and the one director a Sdn Bhd must have needs a principal place of residence in Malaysia, so the incoming resident director is appointed before the seller’s director steps down. Where no one on your side lives in Malaysia, we can arrange that director and the secretary, and a nominee shareholder if you want one, through a company secretary qualified and registered with SSM, who acts as a reporting institution under Malaysia’s anti-money laundering law and applies enhanced due diligence to nominee services; the nominee director carries the full duties of the office under sections 213 and 217, and you are recorded and lodged with SSM as beneficial owner, since the Act never treats a nominee as one.
A foreign buyer meets the same rules as a foreign founder, no fewer. The Companies Act 2016 sets no equity limit, so most Sdn Bhds can pass entirely into foreign hands, but sector rules follow the company into its new ownership. In distributive trade, MIDA’s guide to the domestic trade ministry’s guidelines lists the acquisition of an interest and a takeover by foreign participation among the proposals that need the ministry’s approval, next to the rule that a distributive trade company with foreign equity appoints a Bumiputera director. Buying an existing company that will trade in goods is therefore no way around that approval.
Two numbers change when the buyer is foreign. First, the SME tax rates stop applying once more than 20% of the paid-up capital is owned by foreign companies or non-Malaysians, and a wholly foreign-owned company pays 24% on all its chargeable income. Second, if the company will hire expatriates, the Expatriate Services Division expects paid-up capital of RM500,000 for a wholly foreign-owned company and RM1,000,000 for a foreign-owned wholesale, retail or trade company. A shelf company’s capital is whatever its first shareholders subscribed, so it may need new shares, which the directors may allot only with the company’s prior approval by resolution (section 75).
Profits can leave Malaysia. The company is a resident for exchange control purposes whoever owns it, and Bank Negara Malaysia allows non-resident shareholders to repatriate dividends, profits and sale proceeds in foreign currency.
The buyer pays stamp duty on the instrument of transfer at 0.3% of the price or the value, whichever is greater. LHDN’s guideline values the ordinary shares of a dormant company at the higher of their net tangible assets and the consideration. The seller may owe tax as well: since 1 January 2024, companies, LLPs, co-operatives and trust bodies that sell unlisted shares in a Malaysian company pay capital gains tax at 10% of the net gain.
The company’s own tax history comes with it. Its tax identification number stays, and so does responsibility for every Form C due for past years, each filed within seven months of the accounts closing date, so ask for copies before you sign. A company that has never traded will not have crossed the RM500,000 thresholds for sales or service tax registration, so there is usually no SST account to take over. Dividends the company pays after the purchase carry no withholding tax under Malaysia’s single-tier system.
If the company already holds an account, the account belongs to the company and stays with it through the share transfer, but the bank reviews the new shareholders, directors and beneficial owners and may keep the account, ask for more information or close it. Bank Negara Malaysia’s foreign exchange rules make non-resident accounts and transfers subject to the licensed bank’s normal due diligence, so the bank’s view of the buyer decides the outcome, not the age of the company. How that review usually runs is described on our page about shelf companies with bank accounts, and opening an account for a Malaysian company on bank accounts for Malaysian companies.
Malaysia makes new companies quickly. SSM’s charter commits to processing an incorporation within one working day, and direct registration on CRS handles the name and the company in a single application. If you need a particular name, a constitution drafted for several shareholders, or simply a company with no history to check, company formation in Malaysia gives you that without a share transfer or stamp duty. Buy when your customers, a tender or a bank care about the date of incorporation, and read our guide to aged shelf companies on what a company’s age does and does not prove.
For a Malaysian purchase we can supply a ready-made Sdn Bhd or form a new one, draw up the transfer or incorporation papers and the SSM lodgements, and help put the bank application together. If we have a working contact at a suitable bank, we can make an introduction, and the decision is the bank’s. The country as a whole is covered on our Malaysia company guide.
Yes. The Companies Act 2016 puts no limit on foreign shareholdings, so a foreign individual or company can take over all the shares of a ready-made Sdn Bhd. Sector rules still apply: a foreign acquisition in distributive trade needs the domestic trade ministry’s approval. After the purchase the company must still have a director with a principal place of residence in Malaysia and a qualified secretary who is a citizen or permanent resident.
Yes. The instrument of transfer is stamped at RM3 for every RM1,000 or part of it, which is 0.3%, on the price or the value of the shares on the transfer date, whichever is greater, and the buyer pays it. For a dormant company LHDN takes the higher of net tangible assets and the price paid. The Act provides for transfer by a duly executed and stamped instrument, so stamping comes before registration.
Not while it stays dormant. SSM’s Practice Directive 10/2024 keeps companies dormant since incorporation, or dormant in the current and previous financial year, exempt from audit; dormant means carrying on no business and recording no accounting transaction. The directors still prepare financial statements, circulate them and lodge them with SSM with a certificate confirming the exemption. Members holding 5% of the shares can still require an audit.
Yes. The company passes a special resolution and notifies SSM within 30 days, and SSM’s client charter states that a change of company name is processed within one working day. The new name must be available and must still end with “Sdn. Bhd.” The registration number and the date of incorporation stay the same, so the company keeps its history under the new name.
Not if foreigners hold more than 20% of it. The 15% and 17% rates on the first RM600,000 of chargeable income are reserved for companies with paid-up capital of RM2.5 million or less, gross business income of up to RM50 million and no more than 20% of paid-up capital owned by foreign companies or non-Malaysian citizens. A wholly foreign-owned Sdn Bhd pays the standard 24% on all chargeable income.
Ask for the company’s profile from SSM’s records, which shows directors, shareholders, share capital and charges, and for copies of its notice of registration, annual returns and lodged financial statements. Confirm that the secretary was appointed within 30 days of incorporation, that the registers of members and beneficial owners are current, and that the company has its tax identification number and has filed what LHDN required.
Want a Malaysian company that is already registered? Ask us which ready-made Sdn Bhds are available now, so you can check each one’s SSM profile before anything is signed. We also answer on Telegram and WhatsApp at +48 663 247 166.