LHDN's Updated CGT Guideline: Winding Up and Share Redemption Now Count as Disposals

LHDN issued an updated Guideline on Capital Gains Tax for Unlisted Shares on 21 September 2026, replacing the version dated 21 July 2025. The biggest change is in what counts as a "disposal" of unlisted shares held by companies, limited liability partnerships, trust bodies and cooperatives.

The earlier version described a disposal as selling or transferring shares, and included share capital reduction and a company buying back its own shares. The updated version goes further. It now also covers rights over shares that end because a company is wound up or dissolved, conversion of shares, redemption of shares, and any situation where ownership of the shares comes to an end. This means a company can have a disposal for capital gains tax purposes without finding a buyer or signing a sale agreement.

The timing rules have been updated to match. The settlement date can now be the date ownership ends or the date rights end due to a winding up, and it is treated as happening once all legal requirements have been met. For winding up, capital reduction, conversion, redemption and buybacks, LHDN states that the date and price are dealt with in a separate special guideline.

The update also adds a rule on nominees. A sale by a nominee is treated as a sale by the real owner, so the tax falls on the real owner. Moving shares to a nominee, or back from the nominee, is not a disposal.

The 60 day deadline stays the same. The Borang e-CKM must be filed, and the tax paid, within 60 days of the disposal date. Companies planning a winding up, capital reduction or share redemption would do well to look at the capital gains tax position before the exercise, not after.

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