Much of the work in selling a private company happens before a buyer is approached. A buyer will usually carry out due diligence, and issues found at that stage are harder to deal with under time pressure. Start by clarifying whether the intended transaction is a sale of shares or of the business and assets. That choice affects what the buyer acquires, whose approvals are needed and which tax questions must be addressed.
What buyers commonly look at
Buyers tend to focus on the quality of earnings, how far the business depends on its owners, whether management accounts reconcile to the financial statements, and whether statutory filings are up to date. Reconcile director account balances and document related-party arrangements, including repayment terms and any steps proposed before completion. Our articles on what diligence will find and valuing a Malaysian private company cover these areas in more detail.
Tax and stamping
Capital gains tax may apply to a disposal of unlisted shares. HASiL's Guidelines on Capital Gains Tax for Unlisted Shares explain that the chargeable persons are companies, limited liability partnerships, trust bodies and co-operative societies, so the position depends on who holds the shares. Stamp duty on the transfer instrument is also relevant, and HASiL is introducing a Stamp Duty Self-Assessment System in phases from 1 January 2026.
Approvals
Depending on how a sale is structured, company approvals may be needed. For example, the Companies Act 2016 requires approval by resolution of the company before directors carry into effect a disposal of a substantial portion of the company's undertaking or property. Building such steps into the timetable early helps avoid delays close to completion.
This article is general information only. Requirements depend on each company's and shareholder's circumstances; please refer to the official sources linked above, and see Saifudin & Co's corporate finance and transactions services if you would like assistance.