Reporting Obligations of Major Shareholders
When Is Disclosure Required?
- In Malaysia a person who becomes a Substantial Shareholder of a Public Company (Berhad) must make a statutory disclosure
- Disclosure is also required when:
- The shareholding changes
- The person ceases to be a Substantial Shareholder
Which Forms Must Be Submitted?
- Section 137：
- Becoming a Substantial Shareholder
- Section 138:
- Changes in shareholding
- Section 139:
- Ceasing to be a Substantial Shareholder
Filing Deadline
- The relevant disclosure
- Must be submitted within 5 days of the event
- The company must also be notified within the same period
Additional Requirements for Listed Companies
- For a Public Listed Company
- In addition to the relevant disclosure form
- A Section 141 prescribed form is also required
- The shareholder must notify:
- The company
- SSM
- Within 3 days
Where Can the Forms Be Found?
- The prescribed forms for Sections 137, 138, 139, and 141
Are available under Schedule B and Schedule C on the SSM website
Penalties for Non-Compliance
- Failure to comply with the disclosure requirements
- May result in a fine of up to RM1,000,000
- If the offence continues after conviction
- A further fine of RM1,000 per day may be imposed
Summary
- Becoming, changing, or ceasing to be a Substantial Shareholder must be disclosed by law
- Listed Companies are subject to stricter 3-day notification requirements
- Failure to comply may lead to substantial financial penalties and continuing daily fines
- Public Companies generally require disclosure within 5 days