# Notifying the Company of Your Shareholdings: the s.219 Duty on Every Director

> The 14-day personal duty under s.219 of the Companies Act 2016 requiring every director to notify the company of his shareholdings and any change, the s.59 register it feeds, and the daily fine for missing it.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-07-20
- Canonical: https://negaraku.md/en/company-secretary/director-shareholding-notification

---

Ask a Malaysian director when he last gave his company written notice of his own
shareholding and you will usually get a blank look. The shares were issued to him
at incorporation. The secretary has them in the register. What is there to notify?

Section 219 of the Companies Act 2016 says there is. It puts a personal,
continuing, fourteen-day duty on the director himself — separate from anything
the company does — and s.219(6)(b) prices a late notice at up to RM25,000 plus
RM1,000 for every day it continues. It is one of the most under-observed duties
in the Act, and it is invisible in most Malaysian compliance checklists.

## What does s.219 require a director to notify?

Section 219(1) requires a director to give **notice in writing to the company**
of three categories:

- **s.219(1)(a)** — the particulars relating to the **shares, debentures,
  participatory interests, rights, options and contracts** that the company needs
  in order to comply with s.59;
- **s.219(1)(b)** — particulars of **any change** in those particulars, including
  **the consideration, if any, received** as a result of the event giving rise to
  the change;
- **s.219(1)(c)** — such **events and matters affecting or relating to himself**
  as are necessary for the company's compliance with the requirements of the Act.

Limb (c) is the sleeper. It is not limited to shares. Anything about the director
personally that the company needs in order to comply with the Act — a change of
residential address for the s.57 register, a disqualifying event under s.198 —
falls within it, on the same fourteen-day clock.

Section 219(5) adds two interpretive rules: "participatory interest" carries its
meaning from the Interest Schemes Act 2016, and in determining whether a person
has an interest in a debenture or participatory interest, s.8 applies (other than
ss.8(1) and (3)) with references to a share read as references to the debenture or
participatory interest.

## What is the deadline?

Fourteen days, from a start date that depends on which limb applies.

| Limb | Clock starts | Period |
| --- | --- | --- |
| s.219(1)(a) shares and related interests | The date the person **became a director**, or the date he **acquired the interest** | 14 days — s.219(2)(a) |
| s.219(1)(b) change in particulars | The **occurrence of the event** giving rise to the change | 14 days — s.219(2)(b) |
| s.219(1)(c) events and matters | The **date of the event or matter** | 14 days — s.219(2)(c) |
| s.219(1)(a) and (b), **quoted company** | As above | **5 days** — s.219(3) |

Note that s.219(3) shortens the period only for limbs (a) and (b), and only where
the company's shares are quoted on a stock exchange. Limb (c) stays at fourteen
days even for a listed issuer.

## What does the company then have to do?

Two further clocks run off the director's notice, and both are shorter than the
notice period itself.

**Three days — enter it in the register.** Section 59(4) requires the company to
enter in its register of directors' shareholdings the particulars referred to in
s.59(1), including the number and description of the shares, debentures,
participatory interests, rights, options and contracts to which the notice
relates, **within three days after receiving notice** from a director under
s.219(1)(a). The entry must also record the price or other consideration for the
transaction, and the date of the agreement or, if later, the completion — or where
there was no transaction, the date of the event. Section 59(5) applies the same
three-day rule to a change notified under s.219(1)(b).

**Seven days — copy it to the other directors.** Section 219(4) requires the
company to send a copy of the notice to **each of the other directors** within
seven days of receiving it. Most Malaysian companies do not do this at all. A
company in default commits an offence under s.219(7) — fine up to RM25,000 plus
RM1,000 a day.

The sequence in practice: the director notifies within 14 days, the register is
updated within 3 days of that notice, and the other directors are copied within 7
days of that notice. The company's two clocks run in parallel from receipt, not
from the underlying event.

## What is the register the notice feeds?

Section 59(1) requires every company to keep a register showing, for each
director, particulars of:

- **shares** in the company or in a related corporation in which the director has
  an interest, and the nature and extent of that interest;
- **debentures** of, or **participatory interests** made available by, the company
  or a related corporation, and the nature and extent of the interest;
- **rights or options** of the director, or of the director together with another
  person, in respect of the acquisition or disposal of such shares, debentures or
  participatory interests;
- **contracts** to which the director is a party or under which he is entitled to
  a benefit, being contracts under which a person has a right to call for or make
  delivery of such shares, debentures or participatory interests.

Two reliefs sit alongside. Section 59(2) removes the need to disclose a director's
interest in a **wholly-owned subsidiary** deemed related under s.7. Section 59(3)
deems a wholly-owned subsidiary to have complied in relation to its director where
the particulars are shown in the holding company's register.

The register is not private. Section 59(7) makes it open to inspection by a member
without charge and by any other person on payment of RM20 or such lesser amount as
the company requires. Under s.59(8) any person may request a copy on payment of
RM20, and the company must send it within twenty-one days.

## Why it matters at year end

Paragraph 1(e) of the Fifth Schedule requires the directors' report to state, for
each person who was a director at the end of the financial year, whether or not
**according to the register kept for the purposes of s.59** he was interested in
shares or debentures of the company or of a related body corporate, the number and
amount held at the **end** of the year, the position at the **beginning** of the
year or on becoming a director, and the total number of shares and debentures
**bought and sold** during the financial year.

The directors' report is therefore assembled out of the s.59 register, and the
s.59 register can only be assembled out of the s.219 notices. A company that has
never collected the notices is signing a directors' report whose share-interest
disclosures have no statutory foundation.

## What are the penalties?

Section 219 splits the offence, and the split is unusually wide.

| Breach | Exposure |
| --- | --- |
| Failure to give notice at all — s.219(1) | Imprisonment up to **5 years** or fine up to **RM3 million** or both — s.219(6)(a) |
| Failure to give it **in time** — s.219(2) | Fine up to **RM25,000** plus **RM1,000 per day** continuing — s.219(6)(b) |
| Company failing to copy other directors — s.219(4) | Fine up to **RM25,000** plus **RM1,000 per day** continuing — s.219(7) |

The gap between s.219(6)(a) and s.219(6)(b) is the point. Late is a fine. Never is
a five-year offence in the same bracket as a breach of s.213.

## Common mistakes

**Assuming the secretary's register is the compliance.** It is not, and it cannot
be. Section 59(4) gives the company three days **after receiving the notice**. If
no notice was ever received, the register entry has no statutory trigger and the
director's own duty is untouched.

**Notifying only on acquisition, never on disposal.** Section 219(1)(b) covers any
change, and expressly requires the **consideration received** to be stated. A sale
is a change.

**Ignoring options and contracts.** Section 59(1)(c) and (d) reach rights and
options over shares and contracts under which shares may be called for or
delivered. An ESOS grant to a director is notifiable.

**Skipping the s.219(4) circulation.** Sending a copy to every other director
within seven days is a company duty with its own penalty. Boards that treat the
notice as a filing rather than a communication miss it entirely.

**Using the 14-day period for a listed company.** Section 219(3) cuts it to five
days for share and change notices where the shares are quoted.

**Forgetting that a new director's clock starts at appointment.** Section
219(2)(a)(i) runs from the date the person became a director — not from the date
he first acquires shares. A director appointed holding nothing still has a
fourteen-day window in which the position must be put to the company.

## What's next

Collect a s.219 notice from every director as a standing item in the appointment
pack, and build the three-day s.59 entry and seven-day circulation into the same
workflow. See [statutory registers](/en/company-secretary/statutory-registers) for
where the s.59 register sits among the other books, and
[register of directors](/en/company-secretary/register-of-directors) for the
separate s.57 and s.58 duties triggered by the same appointment.

At year end the register feeds
[the directors' report](/en/company-secretary/directors-report). The wider duty
framework is set out in [directors' duties](/en/company-secretary/directors-duties).

## Sources

- Companies Act 2016 (Act 777), reprint as at 1 August 2022 — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (SSM)
- Companies (Amendment) Act 2024 (Act A1701) — https://www.ssm.com.my/Pages/Legal_Framework/Document/A1701%20BI.pdf (SSM)
- Practice Directive 1/2017 (Revised 1 October 2024) — Late Lodgement Penalties — https://www.ssm.com.my/Pages/Legal_Framework/Document/Practice%20Directive%201_2017%20(Revised)%201%20Oct%202024.pdf (SSM)

---
Source of truth: https://github.com/negaraku-md/NegaraKu.md
License: CC BY-SA 4.0