One of the most overlooked reliefs in Malaysian tax law is the stamp duty exemption available when you move assets between companies within the same corporate group. If your business is restructuring, merging subsidiaries, or transferring properties between related companies, you do not necessarily have to pay the full ad valorem stamp duty that would otherwise apply under Item 32(a) or 32(b) of the First Schedule.

Under Section 15A, no stamp duty is chargeable on a transfer of property between associated companies, provided certain conditions are met. The two companies must be related in a very specific way: one must beneficially own at least 90% of the issued share capital of the other, or a common third company must hold at least 90% of the issued share capital of both companies. The transferee company must also be incorporated in Malaysia. Crucially, the transfer must be done to achieve greater efficiency in operation, not merely as a financial arrangement.

However, this exemption comes with strict conditions that businesses frequently overlook. If within three years of the transfer the two companies cease to be associated (for example, if shares are sold and the 90% threshold is no longer met), or if the transferee company disposes of the transferred property within that same three-year window, the exemption is immediately revoked. Stamp duty plus interest at 6% per annum from the original transfer date becomes payable. Additionally, each company that was a party to the instrument must notify the IRB within 30 days of any such change in circumstances under Section 15A(6).

Section 15 provides a similar exemption for corporate reconstructions and amalgamations, where at least 90% of the consideration consists of shares issued by the acquiring company. There is a 12-month window from the registration of the new company within which the instrument of transfer must be executed for this relief to apply.

If you are planning a group restructuring, this exemption can save your business substantial sums. But the planning must be done properly upfront. The three-year lock-in period must be respected, and any changes to the corporate structure during that time must be carefully managed and reported. Getting this wrong means paying back the full duty with interest.

If any of your business documents from this period were not properly stamped, there is currently a window to put things right. LHDN has extended the Stamp Duty Special Voluntary Disclosure Programme by six months, now running from 1 July 2026 to 31 December 2026. Documents executed between 1 January 2023 and 31 December 2025 can be regularised within this period without facing the usual penalty. Our CFO advisory team helps businesses stay ahead of regulatory changes without disruption. Reach us on WhatsApp at 010-246 2151.