Quick answer
Buying an existing Sdn. Bhd. means acquiring its shares from the current owners through an instrument of transfer (Companies Act 2016, s.105) and replacing the directors with notice to SSM within 14 days (s.58). The buyer inherits the company's history, so due diligence on filings, tax, debts and licences comes first. Beneficial ownership must be updated after the transfer (ss.60A–60E). Pricing depends on the company, so this service is quoted on request.
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
Some buyers want a company that already exists: an older incorporation date for a tender or bank, an existing licence or CIDB grade, or simply speed. Legally, you do not buy the company's assets — you buy its shares, and the company continues with everything it already has.
That is both the benefit and the risk. The company keeps its registration number, history, contracts and licences, but also any unpaid tax, SSM compounds, unfiled returns, employee claims or undisclosed debts. Licences tied to specific directors, shareholders or Bumiputera status may not survive a change of ownership.
The transaction itself is a share transfer under Section 105 with LHDN stamping, followed by appointing your directors and removing the old ones with SSM notification under Section 58, and updating the register of beneficial owners. Due diligence and a sale agreement with warranties from the seller are what protect you.
Who needs this
- Buyers who need an older incorporation date
- Buyers acquiring a company that already holds a licence or CIDB grade
- Investors taking over an operating business
02
Documents you need to prepare
Company to acquire
- SSM company profile and filing history
- Latest audited accounts and management accounts
- LHDN tax status, KWSP / PERKESO status
- List of licences, contracts, bank accounts and liabilities
Buyer
- IC or passport of new shareholders and directors
- Beneficial ownership details
Transaction
- Agreed price and share structure
- Sale and purchase agreement with seller warranties
- Stamp duty on the share transfer is paid to LHDN and is not part of our fee.
- Check whether each licence survives the change of ownership before you commit.
03
How to get it done with ONEKEY BIZ
- 1Due diligence Week 1–2
We review SSM filings, tax, statutory status, licences and liabilities.
- 2Agreement Week 2
Price and seller warranties documented in a sale agreement.
- 3Share transfer Week 2–3
Instrument of transfer prepared and stamped by LHDN.
- 4Board change Week 3
Your directors appointed, old directors resign; SSM notified.
- 5Handover Week 3–4
Registers, BO, bank mandates and records transferred to you.
You do
- Agree terms with the seller
- Pay stamp duty and purchase price
- Sign the transfer and board documents
We do
- Run compliance due diligence
- Prepare transfer and board documents
- Handle LHDN stamping and SSM notifications
- Update registers and beneficial ownership
04
What you receive
Filing, tax, licence and liability findings before you commit.
Legal proof the shares are yours.
Your directors and shareholders on SSM's record.
Statutory registers, BO register, share certificates and records.
Official sources
Frequently asked questions
Does the company's CIDB grade transfer with the shares?
The registration stays with the company, but CIDB conditions tied to personnel or ownership must still be met — we check before you buy.
What if hidden debts appear later?
They remain the company's; protect yourself with seller warranties and indemnities in the sale agreement.
Why is there no fixed price?
Each company's history, licences and clean-up work differ, so we quote after an initial review.