On 21 September 2026 the Inland Revenue Board of Malaysia (HASiL) issued a revised Guideline on Capital Gains Tax for Unlisted Shares, the Garis Panduan Cukai Keuntungan Modal Bagi Saham Tidak Tersenarai. It replaces the edition dated 21 July 2025, and HASiL announced it on its portal on 25 September. If your company holds shares in a private company, or in a foreign controlled company that owns Malaysian property, this is HASiL’s current explanation of how disposals of those shares are taxed.
The guideline is the Director General’s explanation of the law, issued under section 134A of the Income Tax Act 1967 (ITA). Paragraph 3.1 says it takes account of the law in force on the date it was issued. It does not state a separate effective date.
Most of the document is unchanged. The rates, the 60-day deadlines, the loss rules and the section 15C tests are where they were. Five things are different. Two of them bear on restructurings, redemptions and nominee holdings.
Who it covers
Paragraph 4.1 names the persons chargeable: companies, limited liability partnerships, trust bodies and co-operative societies, including Labuan entities subject to tax under the ITA. Paragraph 6.2 names the assets: unlisted shares in a company incorporated in Malaysia, and shares in a controlled company incorporated outside Malaysia that owns real property in Malaysia, or shares in another controlled company, or both, as provided in section 15C.
1. Winding up, redemption and conversion are now named as disposals
The 2025 edition defined “disposal” as selling, assigning, transferring, surrendering, settling or giving ownership, by agreement or by operation of law, and said it included a reduction of share capital and a company’s purchase of its own shares.
The 2026 definition in paragraph 3.2(c) has three limbs:
- (a) selling, assigning, transferring, surrendering, settling or giving ownership, by agreement or through any written law;
- (b) the extinguishment of any right in a capital asset because a company is dissolved or wound up; and
- (c) a reduction of share capital, a conversion of shares, a redemption of shares, a company’s purchase of its own shares, or the ownership of a capital asset coming to an end.
Winding up, conversion and redemption did not appear in the 2025 definition. They do now.
2. For those transactions, the date and the price are left to a guideline that has not been published
Having named them, the guideline leaves their date and price to another document. Paragraph 7.4, on the date of disposal, and paragraph 8.2, on the disposal price, both say the same thing about the transactions in limbs (b) and (c): for a winding up or dissolution, a reduction of share capital, a conversion, a redemption, a share buyback or the end of ownership, refer to a special guideline on the tax treatment of gains from those disposals.
As at 2 October 2026, HASiL has not published that special guideline. It is not on HASiL’s guidelines index, and nothing on its announcements and media index, its public rulings index or its practice notes index refers to one.
Paragraph 16.1 requires the capital gains tax return to be filed through e-Filing (Borang e-CKM) within 60 days from the date of disposal, and paragraph 16.3 requires the tax to be paid within the same 60 days. For a redemption, a conversion or a winding up, the guideline now says there is a disposal, and sends the question of when it happened, and at what price, to a document HASiL has not published.
The guideline does go part of the way in paragraph 7.2. The completion date of a disposal is now the earlier of the date the asset is transferred, ownership ends or the right is extinguished on a winding up or dissolution, and the date the full consideration is received, whether in cash or otherwise. Paragraph 7.3 adds that completion is treated as happening on the date all requirements under any written law have been complied with for the transfer, the end of ownership, or the extinguishment on a winding up or dissolution. Paragraph 7.4 then sends the same transactions to the special guideline. If you are planning one of them, treat the date and the price as open questions to settle with your adviser before the transaction, not after it.
3. Nominee holdings: the beneficial owner is the one who disposes
Paragraph 4.2 is new. It describes a nominee as a party holding a right on behalf of the real owner, the beneficial owner, and acting only on the beneficial owner’s instructions. On that basis:
- any disposal of a capital asset by a nominee is a disposal by the beneficial owner, under section 76A(1) of the ITA; and
- a transfer of an asset to a nominee by the beneficial owner, or a transfer back from the nominee to the beneficial owner, is not a disposal, under section 76A(2).
Example 1 in the guideline has a company appointing a nominee “through a nominee agreement” to hold 100,000 shares, with the capital, the profit entitlement and the risk staying with the company. A sale by the nominee is taxed in the company’s hands.
The paragraph turns on the arrangement being a genuine nominee one, as the guideline describes it, and the guideline’s own example rests on a written nominee agreement.
4. The completion date rule is wider
In the 2025 edition, where there was no written agreement, a disposal was completed on the earlier of the date the shares were transferred and the date all the consideration for the transfer was received. The 2026 version, described above, adds ownership ending and extinguishment on a winding up, says consideration may be in cash or otherwise, and adds the written-law test in paragraph 7.3.
The rule for a written agreement has not changed. Under paragraph 7.1, where there is a written agreement, the disposal date is the date of the agreement. Example 3 in the guideline is a sale agreed in writing on 2 October 2024, with the shares transferred and paid for on 2 December 2024: the disposal date is 2 October 2024. The 60 days run from the agreement, not from completion.
5. Redeemable preference shares are no longer in the list
Paragraph 6.3 describes the current scope of capital gains tax as equity-type shares and gives examples. The 2025 list was ordinary shares, preference shares, redeemable preference shares, convertible bonds, or long-term loans that are more in the nature of equity. The 2026 list is the same without redeemable preference shares. The guideline does not say why.
The four characteristics of an equity-type share that follow the list are unchanged: a right to a dividend that is not fixed, a claim on residual assets after other claims in a dissolution, no maturity date, and voting rights. If your company holds redeemable preference shares, and especially if a redemption is coming, this is a point to raise with your adviser rather than to resolve from the list.
What did not change
Each of these was in the 2025 edition and is unchanged:
- Filing and payment. e-CKM within 60 days of the disposal date, and payment within 60 days (paragraphs 16.1 and 16.3).
- Amendments. A return may be amended under section 77B within six months after the due date for the return (paragraph 16.2).
- No instalments. Disposals are not subject to the section 107C estimate and instalment regime (paragraph 16.4).
- Each disposal stands alone. Every disposal is reported separately and is a separate source (paragraph 6.5).
- Rates. For assets acquired before 1 January 2024, the taxpayer may choose 10% of chargeable income or 2% of the gross disposal price. For assets acquired from 1 January 2024, the rate is 10% of chargeable income (paragraph 15). If the 2% option is chosen, the deductions under section 65E(2) do not apply (paragraph 9.7).
- Losses. An adjusted loss is set against later disposals in the same year of assessment, and any balance is carried forward against the same source for ten consecutive years of assessment, after which it is disregarded (paragraphs 10.1 to 10.3).
HASiL’s filing programme page for the capital gains tax return adds that working papers are not submitted with the return but must be kept for seven years from the end of the year in which the return is filed.
What to do now
If you are selling shares under a written agreement: the agreement date is the disposal date, and the 60-day clock for the e-CKM and the payment starts then.
If you hold through nominees: make sure a written nominee agreement exists and that it reflects the arrangement paragraph 4.2 describes, with the beneficial owner keeping the capital, the profit and the risk.
If you are planning a redemption, a conversion, a share buyback, a capital reduction or a winding up: the guideline now names each of these as a disposal, and leaves the date and the price to a special guideline HASiL has not yet published. Take advice on both before the transaction, and keep an eye on HASiL’s guidelines index.
If you hold redeemable preference shares: note that they have dropped out of the paragraph 6.3 examples, and do not assume either answer.
Foreign capital gains received in Malaysia are outside this guideline and are covered by a separate HASiL guideline, which was itself amended on 29 September 2026.
If you would like help working out how the revised guideline applies to a planned share sale, redemption or group restructuring, we can work through it with you.
Sources: Inland Revenue Board of Malaysia (HASiL), Garis Panduan Cukai Keuntungan Modal Bagi Saham Tidak Tersenarai, 21 September 2026, paragraphs 1 to 18, compared with the edition dated 21 July 2025; HASiL guidelines index and announcements index; HASiL Capital Gains Tax Return Form filing programme page. All retrieved 2 October 2026. This article is general information current as at 2 October 2026 and is not tax or legal advice. The guideline refers to a special guideline on winding up, redemption, conversion and similar disposals that HASiL had not published at that date, so confirm the live position on hasil.gov.my before acting.