The
Capital Markets and Services (Amendment of Schedules 3, 4, 5 and 8) Order 2025 [P.U.(A) 473/2025] (“
Amendment Order”) was gazetted on 31 December2025 and came into operation on
1 January 2026.
Schedules 3, 4, 5 and 8 of the Act,
inter alia, disapplies certain licensing, approval, registration and compliance requirements under the Capital Markets and Services Act 2007 (“
Act”) to entities, proposals and transactions set out in those schedules. The Amendment Order amends certain provisions of these schedules and introduces a new provision to each of Schedules 5 and 8.
In this alert, we highlight the amendments and new provisions introduced under the Amendment Order. To facilitate an easier understanding of the amendments, we have reproduced the relevant provisions with words that are deleted being indicated by the strikethrough function and insertions being underlined. In addition, it is to be noted that any reference in this alert to the “Commission” is a reference to the Securities Commission Malaysia.
Amendments to Schedule 3
Schedule 3 sets out the “specified persons” who are not required to obtain a Capital Markets Services Licence under section 58(1) of the Act to carry on the relevant regulated activity.
Paragraph 1 of Schedule 3 which provides an exemption for a company registered under the Trust Companies Act 1949 has been amended as follows:
“Any company registered under the Trust Companies Act 1949 whose carrying on of any regulated activity is solely incidental to its carrying on of the business for which it is registered under the Trust Companies Act 1949 who carries on any regulated activity, as may be determined by the Commission.” |
Paragraph 10(a) of Schedule 3 which exempts a person who carries on the regulated activity of dealing in securities for his own account or for his related corporation has been amended as follows:
| “Any person who carries on the regulated activity of dealing in securities for— |
Amendment to Schedule 4
Section 58(1) of the Act,
inter alia, provides that registered persons are not required to obtain a Capital Markets Services Licence to carry on a regulated activity; whilst section 76(1)(a) of the Act states that such registered persons include the persons specified in Schedule 4.
Paragraph 1(k) of Schedule 4 has been amended to exempt the following registered persons, namely licensed banks, KAF Investment Bank Berhad and Islamic banks, from obtaining a Capital Markets Services Licence to carry on the following regulated activity:
“Arranging or offering as principal or agent for any person, the sale or purchase of structured warrants, options or any other product as may be determined by the Commission by eligible issuers approved under any guidelines issued by the Commission under subsection 377(1).” |
Amendments to Schedule 5
This schedule sets out the proposals that do not require approval, authorisation or recognition under subsections (2) to (6) of section 212 of the Act.
Paragraph 7 of Schedule 5 has been amended to read as follows:
“Making available, offering for subscription or purchase of, or issuing an invitation to subscribe for or purchase, securities of a venture capital or private equity fund structured as limited partnership provided that the corporation managing the venture capital or private equity fund is licensed by or registered with the Commission.” |
A new Paragraph 7A has been added to Schedule 5 to provide:
| “Any small offer of securities of a private company, other than shares, provided that such offer complies with the requirements as may be determined by the Commission.” |
Paragraph 8(b) of Schedule 5 which, among others, exempts the making available, offering for subscription or purchase of, or issuing an invitation to subscribe for or purchase unlisted shares of a public company that is not seeking a listing of its shares from the requirement for approval, authorisation or recognition under section 212 provided that the making available of, offering for subscription or purchase of, or issuance of an invitation to subscribe for or purchase, such shares complies with the requirements as may be determined by the Commission, has been replaced by the following:
“(b) the following types of unlisted public company shares:
(i) equity shares;
(ii) shares pursuant to an employee share or employee share option scheme;
(iii) shares offered to any of its directors; or
(iv) shares of an unlisted public company that is licensed, registered, approved, recognized or otherwise authorized by the Commission or Bank Negara,
provided that the making available of, offering for subscription or purchase of, or issuance of an invitation to subscribe for or purchase, such shares complies with the requirements as may be determined by the Commission.’’ |
Amendments to Schedule 8
Section 257(1) of the Act disapplies the provisions of Subdivision 1 of Division 4 of Part VI of the Act (i.e. sections 257 to 282) (
requirement for trust deed, trustee, reporting requirements etc.) and section 283 of the Act (
maintenance of register of debenture holders) to any issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures specified in Schedule 8.
A new exemption has been added as paragraph 11(i) of Schedule 8 in relation to the issue, offer, or invitation made in relation to foreign currency denominated debentures to:
| “(i) a high-net worth individual.” |
Paragraph 12 of Schedule 8 has been amended as follows:
“An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made by any person or corporation formed or incorporated within or outside Malaysia, other than a special purpose vehicle which has no full recourse to another entity, where a credit rating agency has assigned the debentures with a local rating AAA or an international rating of BBB and above, assigned by a credit rating agency, except where the issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, of the debentures may be made to a retail investor as specified by the Commission.” |
Comments
Except for the amendment to Paragraph 12 of Schedule 8 which clarifies the drafting of the provision, the other amendments under the Amendment Order liberalise the scope of the respective exemptions under the amended or new provisions.
We anticipate that the Commission will issue further guidelines or regulatory instruments to set out the requirements referred to in the amended paragraph 1 of Schedule 3, paragraph 1(k) of Schedule 4, paragraph 8(b) of Schedule 5 and the new paragraph 7A of Schedule 5.
Alert by Phua Pao Yii (Partner) and Francine Ariel Paul (Senior Associate) of Corporate Practice of Skrine.