1. What Is a Shelf Company (and How It Differs from a “Shell” Company)?
- Shelf company = a dormant Sdn Bhd that has been fully incorporated, never traded, and is “kept on the shelf” for future sale.
- Shell company = a non-operating entity often used to hold assets or for restructuring; the term is sometimes linked to illicit activity, so Malaysian banks will scrutinise them closely.
- Both are perfectly legal if they meet Companies Act 2016 and AMLA requirements, remain up-to-date with SSM filings and have zero liabilities.
2. Why Buy a Shelf Company?
| Benefit | Detail |
|---|---|
| Speed | Skip the 3-5 day incorporation cycle—ownership can transfer within 24 hours. |
| Aged incorporation date | Looks more established to counterparties & tenders. |
| Name flexibility | You may rename immediately after purchase. |
| Ready statutory setup | Company number, common seal (if any) and secretarial file already exist. |
Reality check: Banks, Customs (SST) and some regulators will still perform full KYC, so the time-saving is mainly at the SSM level.
3 Regulatory & Compliance Considerations
- Share Transfer (s. 105 CA 2016) – new owners must execute an Instrument of Transfer and lodge it with SSM within 30 days.
- Change of Directors / Secretary (s. 58) – file Form Notification of Change within 14 days after appointment or resignation.
- Beneficial Ownership Register – update the internal BO register and lodge the annual BO declaration as per SSM’s 2020 Guidelines.
- AML / Counter-Terrorism Financing – shelf companies are high-risk under BNM’s AMLA guidelines; maintain source-of-funds evidence.
Failure to file the above on time carries fines up to RM 50,000 per offence.
4. Typical Purchase Workflow
| Stage | Action | Time |
|---|---|---|
| 1. Select Shelf Company | Obtain current SSM Profile & CTOS report to confirm dormancy and no charges. | ½ day |
| 2. Sign Sale & Purchase Agreement | Usually RM 2,500–8,000 depending on age, paid-up capital & “brandability”. | Same day |
| 3. Execute Share Transfer & Board Resolutions | Section 105 Instrument + resolution appointing new directors/secretary. | Same day |
| 4. Lodge Forms with SSM | Section 51 (address, if changed) & Section 58 (directors/sec). | 1 day |
| 5. Obtain Updated Company Profile | Shows new ownership/directors—proof of completion. | 1 day |
| 6. Post-Purchase Tasks | Rename (optional), open bank account, register tax file, update BO register. | 1–7 days |
Total turnaround: 2–3 working days once documents are signed.
5. Cost Snapshot (April 2025)
| Item | Range (RM) |
|---|---|
| Purchase price (basic dormant shelf) | 2,500 – 8,000 |
| Professional & lodgement fees | 800 – 1,200 |
| Optional name change (SSM) | 100 |
| First-year secretarial retainer (if not included) | 960 – 1,800 |
(Premium “aged” entities with > two-year history or higher paid-up capital command higher prices.)
6. Due-Diligence Checklist for Buyers
- Latest SSM Company Profile – confirm status “Existing” & no pending striking-off.
- Charges search – ensure “Nil” outstanding charges.
- Tax & EPF letters – verify no outstanding liabilities.
- Bank account – ensure none exists, or obtain closure letters.
- Secretarial file – minute books, share certificates, common seal (if used).
- Proof of dormancy – declaration from current directors that no trade has occurred.
- Beneficial Ownership register – blank or up-to-date pages.
7. Risks & How to Mitigate
| Risk | Mitigation |
|---|---|
| Hidden liabilities / lawsuits | Run CTOS & litigation search; obtain indemnity from seller. |
| Bank refuses to open account | Prepare detailed KYB pack (purchase docs, BO register, business plan). |
| Regulatory red-flags (shell stigma) | Maintain transparent accounting & report BO promptly. |
| Late SSM filings after transfer | Engage a licensed company secretary to lodge changes within statutory deadlines. |
8. Our Shelf-Company Package
What you get:
- Clean, dormant Sdn Bhd (incorporated ≥ 6 months, RM 1,000 paid-up capital).
- SPA, Section 105 share transfer, new director/secretary appointments.
- Updated SSM profile within 48 hours.
- Free name change within 60 days.
- 12 months full company-secretary service & BO register maintenance.
Last Updated: 28-Apr-2025