Malaysia – Corporate/M&A Update: Amendments To The Capital Markets And Services Act 2007 In Effect From 1 January 2026.
The Capital Markets and Services (Amendment of Schedules 3, 4, 5 and 8) Order 2025 (“Order”) came into operation on 1 January 2026, amending the CMSA.
Among others, the Order amends Schedule 3 which specifies classes of persons exempted from the Capital Markets Services Licence (“CMSL”) requirement under section 58 to carry on a business in any regulated activity or to hold themselves out as carrying on such business, as follows:
- the exemption for companies registered under the Trust Companies Act 1949 has been revised, such that the scope of regulated activities will now be determined by the Securities Commission Malaysia (“SC”); and
- the exemption relating to persons dealing in securities for their own account or for a related corporation is broadened, allowing such dealings to be conducted through any person licensed, registered, approved, recognised or otherwise authorised by the SC, instead of only through a CMSL holder.
The Order also amends Schedule 5, which sets out categories of proposals exempted from the approval, authorisation or recognition requirements of the SC under Section 212, as follows:
- expanding the exemption for offerings of securities of venture capital or private equity funds to cover fund managers that are licensed or registered with the SC;
- introducing a new exemption for small offers of securities of a private company (other than shares), subject to compliance with SC requirements; and
- clarifying and expanding the exemption for offerings of unlisted public company shares to include among others, equity shares, shares offered to directors, etc., subject to compliance with SC requirements.
Schedule 8 of the CMSA, which sets out the non-applicability of Sections 257 to 283 of the CMSA in relation to the issue of, offers for subscription or purchase of, or invitations to subscribe for or purchase, debentures, has also been amended by the Order. In particular, Paragraph 11 of Schedule 8 has been expanded to extend this to issues, offers or invitations relating to foreign currency-denominated debentures made to high-net-worth individuals.
In addition to the Order, it is noteworthy that the updated Capital Markets and Services (Fees) Regulations 2025 (“Regulations”) came into effect on 1 January 2026.
For further information on the amendments to the CMSA, please refer to the Order here and the Regulations here.
