# Register of Substantial Shareholders (Public Companies)

> Every Malaysian public company must keep a statutory register of anyone holding a 5%-or-more voting interest. This explains who counts, the notification deadlines, and how the register differs from the register of members.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-08-07
- Canonical: https://negaraku.md/en/company-secretary/register-of-substantial-shareholders

---

Cross 5% of a public company's voting shares and you stop being an anonymous investor: the law now wants your name on a special register — and the clock starts ticking in days, not weeks.

## Who is a "substantial shareholder"?

Under section 136 of the Companies Act 2016, a person has a *substantial shareholding* when they have an interest in one or more voting shares and that number is **not less than five per cent** of all the company's voting shares. Where the share capital is split into classes, the same 5% test applies to a single class. A person who holds such a shareholding is a substantial shareholder in that company.

The test turns on *interest*, not just the name on the share certificate. A person can therefore be a substantial shareholder through shares registered in another name — which is why the notice has to spell out the registered holder and the circumstances of the interest (section 137).

## What must a substantial shareholder do?

The obligation falls on the shareholder, not the company. Three events trigger a written notice to the company:

| Event | Section | Deadline (listed) | Deadline (other) |
|---|---|---|---|
| Becoming a substantial shareholder | 137 | 3 days | 5 days |
| A change in the interest held | 138 | 3 days | 5 days |
| Ceasing to be a substantial shareholder | 139 | 3 days | 5 days |

"Listed" means the company's shares are quoted on a stock exchange; "other" covers unquoted public companies. The notice must give the shareholder's name, nationality, address and full particulars of the shares (section 137). For a listed company, a copy must also be served on the Registrar (SSM) on the same day the notice is given (section 141). Missing any of these deadlines is an offence carrying a fine of up to RM1 million, plus up to RM1,000 for each day it continues after conviction (section 137).

## What is the register, and how is it different from the register of members?

Section 144 requires the company to keep a register and **forthwith** enter the names — in alphabetical order — of everyone who sends a section 137 notice, together with the information in it, and to record any section 138 or 139 updates. It is kept at the registered office, open to members without charge and to any other person on payment of up to RM10 per inspection (the Act sets RM10 as a maximum, "or such lesser sum as the company requires"). The Registrar can require a copy of the register within 14 days.

Do not confuse it with the register of members. That register, under section 50, exists for *every* company — including private ones — and lists all members and their holdings. The register of substantial shareholders is narrower and different in purpose:

- It exists only for public and listed companies (section 134), not ordinary private companies.
- It captures *interests* of 5% and above, including indirect ones — not just registered ownership.
- It is populated by shareholder notices, not by the company's own share transfers.

## What happens if someone defaults?

Beyond the fine, section 145 lets the Court — on the Registrar's application — freeze a defaulter's shares: restraining their sale, suspending voting rights, deferring dividends, or even ordering the shares sold. The Court can excuse an honest inadvertence or mistake (except for orders restraining voting rights), but the powers are wide.

## What's next

Check whether your company falls within section 134 before setting up the register — most private companies do not need one. If it does, confirm your registered office holds a current section 144 register and that your inspection process is documented (free for members; up to RM10 for others). Investors nearing 5% should pre-draft the section 137 notice, because the 3-day listed-company window leaves little room. Always read the deadlines and figures above against the current text of the [Companies Act 2016 on the SSM website](https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf), and seek professional advice for indirect-interest questions.

## Sources

- Companies Act 2016 (Act 777), Subdivision 7 — Substantial Shareholdings (sections 134–145) — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (Companies Commission of Malaysia (SSM))
- Notice of Interest of Substantial Shareholder (prescribed form, sections 137, 138 & 141) — https://www.ssm.com.my/Pages/Legal_Framework/Document/Notice%20of%20interest%20of%20substantial%20shareholder_ss%20137,%20138,%20138%20&%20141_r2.pdf (Companies Commission of Malaysia (SSM))

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