# Equity Crowdfunding and P2P Financing for Malaysian Businesses

> How SC-registered equity crowdfunding and peer-to-peer financing platforms work in Malaysia — who may raise, the caps, the investor limits, and how the two compare with a bank facility.

- Category: business
- Language: en
- Status: published
- Updated: 2026-07-21
- Canonical: https://negaraku.md/en/business/equity-crowdfunding-p2p-malaysia

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A Malaysian SME turned down by three banks for want of collateral has a second regulated
door, and most owners do not know it is a regulated door at all. Equity crowdfunding and
peer-to-peer financing are not an informal workaround — they run on platforms registered
with the Securities Commission, under a rulebook that sets who may raise, how much, and from
whom.

The catch is that the two channels are frequently described as one thing. They are not. The
issuer eligibility, the caps, the release conditions and the investor protections all differ,
and picking the wrong one wastes a fundraising cycle.

## What are ECF and P2P, and who regulates them?

Both operate on **recognized markets**. A platform must be registered by the SC as a
**recognized market operator under s.34 of the Capital Markets and Services Act 2007
(Act 671)**, and both are governed by the SC's **Guidelines on Recognized Markets
(SC-GL/6-2015)**, first issued 11 December 2015 and currently in its **14th revision,
effective 20 May 2026**. ECF is **Chapter 13**; P2P is **Chapter 14**.

The economic difference is simple. **ECF sells equity** — investors take shares and their
return depends on an eventual exit. **P2P raises debt** — the issuer creates an investment
note or Islamic investment note and repays with a return. One dilutes; the other has to be
serviced.

An operator of either kind must be a locally incorporated body corporate with **minimum
paid-up share capital of RM5 million** (13.03, 14.04).

Scale is no longer marginal. As at **December 2024** the two channels had cumulatively
facilitated **over RM9 billion** for **more than 20,000 businesses**, with **RM2.6 billion**
raised in 2024 alone, up 18% on 2023.

## Who may raise, and how much?

**The headline caps have changed, and most published guidance is stale.**

| | ECF (Chapter 13) | P2P (Chapter 14) |
| --- | --- | --- |
| Eligible issuers | Locally incorporated **companies and LLPs** only (13.14) | Sole proprietorship, partnership, LLP, private company, unlisted public company, **listed company and its subsidiaries** (14.19) |
| Excluded | Exempt private companies; commercially or financially complex structures; **public-listed companies and their subsidiaries**; blind pools; entities on-lending or investing the proceeds (13.15) | Complex structures; blind pools; entities on-lending or investing the proceeds (14.20) |
| Fundraising cap | **RM20 million in the issuer's lifetime** across all ECF platforms (13.19) | **None** |
| Rate cap | n/a | **18% per annum**, unless the SC is consulted (14.05(h)) |
| Release condition | **Full target met** — all or nothing (13.08(c)) | **At least 80%** of target, and never more than the target (14.27) |
| Concurrent platforms | Prohibited outright, and no concurrent Bursa listing (13.16) | Prohibited only **for the same purpose** (14.21) |

Three of those cells overturn things that are widely repeated.

**The ECF cap is RM20 million lifetime, not RM3 million a year.** Paragraph 13.19 sets a
single collective lifetime limit across ECF platforms, excluding the issuer's own capital
contribution and any private placement. **There is no 12-month issuer cap in the current
Guidelines at all** — the only 12-month periods in Chapter 13 attach to investor limits.
Microfunds are exempt from the cap under 13.20.

**The 80% rule is a P2P rule and does not apply to ECF.** Guidance that applies a minimum
subscription percentage to equity crowdfunding has it backwards: ECF requires the whole
target. Campaigns set a range with a minimum and a maximum, and the issuer may keep only
what falls within it.

**Listed companies are excluded from ECF but welcome on P2P.** A PLC subsidiary shut out of
Chapter 13 can still raise on a P2P platform.

## Who may invest, and how much?

This is where the two frameworks diverge most sharply, and where the difference matters to an
issuer planning a raise — because it shapes who can actually write your cheques.

**ECF limits are hard caps the operator must enforce** (13.31, and the enforcement duty in
13.04(h)):

| Investor class | Limit |
| --- | --- |
| Sophisticated investor | No restriction |
| Angel investor | **RM500,000** within a 12-month period |
| Retail investor | **RM10,000 per issuer**, and **RM50,000 total** within a 12-month period |

An **angel investor** (13.01) is a Malaysian tax resident with net personal assets above
RM3 million, or gross annual income of at least RM180,000 in the preceding 12 months, or
joint gross annual income with a spouse above RM250,000. A **sophisticated investor** is
determined under the SC's Guidelines on Categories of Sophisticated Investors, or acquires a
product on a recognized market for consideration of at least RM250,000 per transaction. The
same limits apply to local and foreign investors alike (13.32).

**P2P is different, and the difference is easy to misread.** Paragraph 14.32 requires
operators to **encourage** retail investors to limit investments on any P2P platform to a
maximum of **RM50,000 at any period of time**. That is a duty on the operator to encourage —
not a cap on the investor. Sophisticated and angel investors face no restriction. Writing
"the P2P retail cap is RM50,000" states as a rule something the Guidelines deliberately made
a nudge.

**ECF carries a cooling-off right; P2P does not.** Under 13.08(c)(iv) at least **six business
days** must expire before funds are released, and where a supplementary prospectus is
registered the investor may withdraw within six business days of the notice, with the
operator refunding within the same period (13.30).

## What must the platform do?

The operator is not a noticeboard. Its duties are what makes the channel regulated.

**Segregate the money.** An ECF operator must maintain **trust accounts in a licensed
institution, administered by an independent registered trustee** (13.06–13.08). A P2P
operator needs **two sets** — one for funds raised for issuers, one for repayments flowing
back to investors (14.09, 14.14).

**Do the diligence.** ECF operators must conduct due diligence with due care on prospective
issuers, run background and fit-and-proper checks on the issuer, its directors, senior
management and controller, and verify the business proposition (13.04(a), 13.05). P2P
operators must additionally maintain a documented **risk assessment framework** including
risk scoring and a creditworthiness assessment (14.05, 14.06), and every offer must carry a
risk score visible to investors at the time of the offer (14.24–14.26).

**Publish the bad news.** A P2P operator must disclose its risk-scoring methodology, its
default criteria and default-management policies, and **statistics on late payment and
default rates** (14.31). Compare these across platforms before you invest.

**Manage its own conflicts.** A **P2P operator is prohibited from funding issuers or
investing in any note on its own platform** (14.16–14.18); its officers may invest subject
to conflict procedures. An **ECF operator may hold shares in issuers hosted on its platform,
but capped at 30%** (13.12) with disclosure (13.11). Neither may provide financial assistance
to investors.

## How do these compare with a bank facility?

Neither channel is cheap money. They buy speed, and they buy access where collateral or
track record fails.

**P2P against bank debt.** The realistic comparison is a term loan or invoice financing
facility. P2P settles faster, is usually unsecured, and reaches issuers a bank will not
underwrite — but pricing runs to the **18% per annum ceiling**, well above secured bank
pricing, and repayment starts immediately. It suits receivable-backed working capital, not
capital expenditure. Before going there, check whether an **SJPP or CGC guarantee** would
make a bank facility possible, since a guarantee-backed bank facility is almost always
cheaper than P2P.

**ECF against equity elsewhere.** ECF gives you cash with no repayment obligation and a
crowd of shareholders as a by-product. That crowd is the real trade-off: a register of small
holders complicates later rounds, and professional investors will ask how it is managed.
Address it in the constitution and the shareholders' agreement **before** the raise, not
after. Liquidity is also limited by design — secondary trading needs SC approval, may start
no earlier than **six months** after the campaign completes, and promoters' shares are locked
for a **further six months** after trading begins (13.33–13.35).

**Where an ECF issuer is a public company**, a prospectus registered with the operator is
deemed registered with the SC for s.232 CMSA purposes (13.29).

## Who is registered?

Registration is the first thing to check, and it is checkable. The SC lists registered
recognized market operators on its Digital Initiatives pages, with the authoritative status
in the SC's own register. As at the time of writing that listing showed roughly **13 ECF
operators and 20 P2P operators**, several holding both registrations.

**Verify the platform's current registration on the SC's register before you transact.** The
SC's dedicated list-of-operators page was returning an error when this article was written,
and the fallback page carries no last-updated date — which is exactly why the register, not a
directory, is the thing to check.

## Common mistakes

**Quoting the old ECF caps.** RM3 million in 12 months and RM5 million lifetime are obsolete.
The figure is RM20 million lifetime with no periodic cap.

**Applying the 80% minimum to ECF.** That is P2P. ECF releases nothing unless the full target
is met.

**Calling the P2P RM50,000 a cap.** The Guidelines require the operator to *encourage* it.

**Assuming a sole proprietorship can do ECF.** It cannot. Incorporate, or use P2P.

**Planning to run ECF campaigns on two platforms.** Prohibited outright for ECF. The
"same purpose" qualification belongs to P2P.

**Ignoring the cap tables until after the raise.** A crowd register is much harder to
restructure once the shares are issued.

**Treating a platform's presence online as proof of registration.** Check the SC register.

## What's next

Decide the instrument before the platform. If the need is working capital against
receivables or a short cycle, that is P2P and the question is whether the effective rate
beats a guarantee-backed bank facility. If the need is growth capital with no servicing
burden, that is ECF and the question is what your share register looks like afterwards.

Either way, confirm your eligibility against paragraph 13.14 or 14.19 first — the exclusions
catch more companies than the caps do — and confirm the platform's registration on the SC's
register on the day you sign.

For the grant and guarantee routes that sit alongside these channels, see
[SME financing schemes](/en/business/sme-financing-malaysia/). If you are heading for ECF,
settle the share structure first: see
[share capital](/en/business/share-capital-malaysia/) and
[shareholders' agreements](/en/business/shareholders-agreement-malaysia/).

## Sources

- Guidelines on Recognized Markets, SC-GL/6-2015 (R14-2026), effective 20 May 2026 — https://www.sc.com.my/regulation/guidelines/recognizedmarkets (Securities Commission Malaysia)
- Capital Markets and Services Act 2007 (Act 671), s.34 — recognized market operator — https://lom.agc.gov.my/ilims/upload/portal/akta/LOM/EN/Act%20671%20-%2023-11-2017.pdf (Attorney General's Chambers)
- SC Digital Initiatives — registered recognized market operators — https://www.sc.com.my/development/digital/digital-initiatives (Securities Commission Malaysia)
- ECF and P2P Financing Fuelling MSME Growth — Annual Report 2024 — https://www.sc.com.my/annual-report-2024/strengthening-the-sustainability-and-competitiveness-of-the-capital-market/ecf-and-p2p-financing-fuelling-msme-growth-in-advancing-ekonomi-madani (Securities Commission Malaysia)
- Equity Crowdfunding — frequently asked questions — https://www.sc.com.my/development/digital/equity-crowdfunding (Securities Commission Malaysia)

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