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Featured Ideas & Insights Publications US Desk

Nasdaq Private Market vs Nasdaq Capital Market

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Ideas & Insights

Understanding the key differences between these two platforms, Nasdaq Private Market and Capital Market are essential for companies evaluating their fundraising, liquidity, governance, and long-term growth strategies.
While both Nasdaq Private Market and Nasdaq Capital Market provide avenues for companies to access capital and liquidity opportunities, they serve fundamentally different purposes and stages of a company’s growth journey.

Nasdaq Private Market is designed for private companies seeking to facilitate secondary transactions and shareholder liquidity without becoming publicly listed, whereas Nasdaq Capital Market is a public stock exchange tailored for smaller-cap companies that wish to access the public capital markets. Understanding the key differences between these two platforms are essential for companies evaluating their fundraising, liquidity, governance, and long-term growth strategies.
Item Nasdaq Private Market Nasdaq Capital Market
NaturePrivate market / secondary liquidity venuePublic stock exchange
Company StatusPrivate companiesPublic listed companies
SEC Registration as Public CompanyNot required (generally)Mandatory
Public TradingNoYes
IPO RequiredNoYes (or direct listing/SPAC)
Investor AccessMostly accredited / institutional investorsOpen to public investors
LiquidityLimited / event-drivenContinuous daily trading
Valuation TransparencyLimitedHigh transparency
Item Nasdaq Private Market Nasdaq Capital Market
Share Price VisibilityNegotiated privatelyReal-time public pricing
Disclosure LevelLimited private disclosuresFull SEC disclosure
Financial ReportingUsually private-company standardSEC reporting (10-K, 10-Q, 8-K)
Corporate Governance RulesFlexibleStrict Nasdaq governance rules
Market MakersNot applicableMinimum 3 market makers
Public Float RequirementNo formal public floatYes
Public Shareholders RequirementNo public spread requirementYes
Minimum Bid PriceNo exchange bid-price ruleUsually US$4 initial listing
Delisting RiskMinimal exchange riskSubject to Nasdaq compliance rules
Trading MechanismTender offers, auctions, block tradesExchange order book
Typical UsersUnicorns, startups, pre-IPO firmsSmall-cap public companies
ExamplesOpenAI secondary, SpaceX secondary type dealsSmall-cap biotech, tech, growth companies

Key SEC / Regulatory Difference

Item Nasdaq Private Market Nasdaq Capital Market
Securities Act RegistrationUsually exemptRequired
Exchange Act RegistrationOften exemptMandatory
Main SEC Filings Form D (Private fundraising, venture rounds, private placement offerings), Form 144 (Affiliates/insiders resell restricted securities, usually applies to: founder sales, investor secondary sales), Schedule TO "tender offer" docs (organized tender offer, company-sponsored liquidity event) S-1/F-1, 10-K, 10-Q, 8-K
Trading Venue RegulationATS / broker-dealer rulesNational securities exchange
Sarbanes-Oxley ComplianceUsually not required fullyRequired
PCAOB Audit RequirementOften not mandatoryMandatory

Practical Business Difference

Nasdaq Private Market
Best for:
  • Unicorns delaying IPO
  • Employee liquidity programs
  • Founder/investor secondary sales
  • Controlled shareholder base
  • Less disclosure burden

Typical companies:
  • Late-stage startups
  • Venture-backed tech firms
  • Companies wanting liquidity without going public

Nasdaq Capital Market
Best for:
  • Companies seeking public capital raising
  • Companies needing liquidity + visibility
  • M&A currency (public shares)
  • Institutional investor access

Typical companies:
  • Small-cap biotech
  • Growth technology companies
  • Foreign issuers entering U.S. capital markets

Cost & Compliance Comparison

Item Nasdaq Private Market Nasdaq Capital Market
Legal CostModerateHigh
Audit RequirementFlexibleExtensive
Investor RelationsLimitedContinuous
Quarterly ReportingUsually noYes
Annual Proxy FilingNoYes
SOX Internal ControlsUsually noYes
Listing FeesLowerHigher
Ongoing Compliance CostLowerSignificant

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Featured Ideas & Insights Publications US Desk

Nasdaq – U.S. Domestic Issuer vs Foreign Private Issuer (FPI)

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Ideas & Insights

Companies seeking a Nasdaq listing must determine whether they qualify as a U.S. Domestic Issuer or a Foreign Private Issuer (FPI). This classification affects reporting obligations, corporate governance requirements, disclosure standards, and ongoing compliance responsibilities under U.S. securities laws.

1. Definitions

Item U.S. Domestic Issuer ("Local Issuer") Foreign Private Issuer (FPI)
Definition A company organized/incorporated in the U.S. A company incorporated outside the U.S. that qualifies as an FPI under SEC rules
Governing Rule U.S. domestic reporting company SEC Rule 405 / Exchange Act Rule 3b-4
Key Test Incorporated in U.S. Incorporated outside U.S. AND does NOT fail FPI tests
FPI Disqualification N/A Becomes non-FPI if: >50% voting shares held by U.S. residents AND any of below apply: 1) majority directors/officers are U.S. citizens/residents, 2) >50% assets in U.S., or 3) business principally administered in U.S.

2. IPO Filing Forms

Purpose U.S. Domestic Issuer Foreign Private Issuer
Initial IPO Registration Form S-1 Form F-1
Short-form shelf registration (seasoned issuers) Form S-3 Form F-3
Registration for M&A/share exchange Form S-4 Form F-4
Exchange Act registration Form 10 Form 20-F (registration/annual)

3. Main IPO Registration Forms

U.S. Domestic Issuer — For m S-1
Used by U.S. companies conducting IPOs.

Key Contents:
  • Prospectus
  • Audited financial statements
  • MD&A
  • Risk factors
  • Use of proceeds
  • Executive compensation
  • Shareholding structure

Foreign Private Issuer — Form F-1
Equivalent of S-1 for foreign companies.

Differences vs S-1:
  • May use:
    • IFRS as issued by IASB (without US GAAP reconciliation in many cases)
    • Home-country governance exemptions
  • Executive compensation disclosure often lighter
  • Less frequent ongoing reporting obligations post-IPO

4. Post-IPO SEC Reporting Obligations

Ongoing Reporting Comparison

Filing Requirement U.S. Domestic Issuer Foreign Private Issuer (FPI)
Annual Report Form 10-K Form 20-F
Quarterly Report Form 10-Q Not required, but Form 6-K is often used by FPI to furnish interim financial statement that: is made public in their home country, filed with foreign stock exchanges, or distributed to shareholders.
Current Material Event Report Form 8-K Form 6-K
Proxy Statement Schedule 14A Often exempt from U.S. proxy rules
Insider Ownership Filing Forms 3, 4, 5 Usually exempt
FD Fair Disclosure Rules Applies Generally exempt
US GAAP Requirement Yes IFRS permitted
Filing Frequency More frequent Less burdensome

5. Key SEC Forms After IPO

U.S. Domestic Issuer
FormDescription
10-KAnnual audited report
10-QQuarterly financial report
8-KMaterial event disclosure
DEF 14AProxy statement
Forms 3/4/5Insider ownership reporting
S-8Employee stock plans
S-3Secondary offerings / shelf registration

Foreign Private Issuer

FormDescription
20-FAnnual report
6-KMaterial updates/interim disclosures
F-3Shelf registration
F-4M&A/share exchange transactions
F-6ADR registration
13D / 13GBeneficial ownership filings (where applicable)

6. Current Reporting — 8-K vs 6-K

Item Form 8-K Form 6-K
Used By U.S. Domestic issuers FPIs
Filing Trigger Mandatory specific events Furnishing material information made public in home market
Timing Usually within 4 business days Promptly after disclosure
Prescriptive? Highly prescriptive More flexible

Examples:

  • Acquisition
  • CEO resignation
  • Bankruptcy
  • Material agreement
  • Earnings release

7. Financial Reporting Standards

Item U.S. Domestic Issuer Foreign Private Issuer (FPI)
Accounting Standard US GAAP mandatory IFRS accepted
PCAOB Audit Required Required
Currency USD usually Foreign currency permitted

8. Corporate Governance Differences

Topic U.S. Domestic Issuer Foreign Private Issuer (FPI)
Nasdaq/NYSE Governance Full compliance May follow home-country practices
Independent Directors Strict rules Some exemptions
Shareholder Approval Rules Full compliance Certain exemptions

9. ADR Structure (Common for Foreign Issuers)

Many FPIs list in U.S. through:
  • ADR (American Depositary Receipt)

Relevant form:
  • Form F-6

Examples:
  • Alibaba Group
  • Toyota Motor Corporation
  • Grab Holdings

10. Why Many Foreign Companies Prefer FPI Status

Advantages
  • Less frequent reporting
  • No quarterly 10-Q
  • IFRS accepted
  • Reduced executive compensation disclosure
  • Home-country governance exemptions
  • Reduced insider reporting burden

Disadvantages
  • Some U.S. investors prefer domestic issuer transparency
  • May trade at lower valuation multiple in certain sectors
  • Potential governance perception issues

11. Quick Summary Table

Topic Domestic Issuer Foreign Private Issuer
IPO Form S-1 F-1
Annual Report 10-K 20-F
Quarterly Report 10-Q None
Current Report 8-K 6-K
Accounting Standard US GAAP IFRS allowed
Insider Forms 3/4/5 Usually exempt
Governance Rules Full U.S. rules Partial exemptions
Reporting Burden Higher Lower

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Ideas & Insights Newsletter Tax

Stamp Duty – Special Voluntary Disclosure Programme

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Ideas & Insights

Key Takeaway

  • Responsibility for stamp duty assessment is now placed on taxpayers.
  • Taxpayers are afforded the chance to regularize unstamped instruments and seek remission of penalties.
Many businesses are unaware that certain agreements — including loan agreements, service contracts and shareholders’ agreements — may be subject to stamp duty. The introduction of the Stamp Duty Self-Assessment System and the Special Voluntary Disclosure Programme makes it timely for businesses to review their documenta- tion and ensure compliance.

Stamp duty is a tax imposed on certain of written instruments specified in the First Schedule of Stamp Duty Act 1949 (“SA”) and not on the underlying transactions themselves.

There are two main categories of stamp duty:

  1. Ad valorem duty – calculated based on the type and value of the instrument; and
  2. Fixed duty – imposed at a prescribed amount, typically starting from a nominal sum of RM10 per instrument.

STAMP DUTY SELF-ASSESSMENT SYSTEM (SDSAS)

Effective from 1 January 2026, the Inland Revenue Board of Malaysia (“IRBM”) has implemented the Stamp Duty Self-Assessment System. The implementation will be carried out in phases as follows:-
Phase Effective Date Type of Instruments
Phase 1 From 1 January 2026 Instruments or agreements relating to rentals or leases, general stamping and securities.
Phase 2 From 1 January 2027 Instruments for transfer of property ownership.
Phase 3 From 1 January 2028 Instruments or agreements not covered under Phase 1 and Phase 2.

RESPONSIBITIY OF DUTY PAYERS

Under SDSAS, taxpayers are responsible for determining, calculating and declaring stamp duty obligations. For instruments executed in Malaysia, they must be stamped within 30 days of the date of execution. For instruments executed outside Malaysia, the instrument must be stamped within 30 days from the date it is first received in Malaysia.

Taxpayers are also required to retain the stamped instruments and all related supporting documents for a minimum period of seven (7) years to ensure proper compliance and to facilitate any audit by IRBM.

PENALTIES

Late Stamping
Period of Delay in Stamping Penalties
Not exceeding 3 months RM50 or 10% of the duty amount (whichever is higher)
Exceeding 3 months RM100 or 20% of the duty amount (whichever is higher)
Executing or Signing Unstamped Documents
Any person who executes or signs an instrument that has not been duly stamped may be liable to a fine of not less than RM1,000 and not exceeding RM10,000

SPECIAL VOLUNTARY DISCLOSURE PROGRAMME (“SVDP”) FOR STAMP DUTY

On 28th January 2026, the IRBM has announced a Special Voluntary Disclosure (‘SDVP’) for stamp duty and published a set of Frequently Asked Questions (“FAQs”) in relation to SVDP on its website.

During SDVP period from 1 January 2026 to 30 June 2026, all instruments executed from 1 January 2023 to 31 December 2025 may qualify for penalty exemption under Section 47A(2), Stamp Act 1949, subject to relevant conditions.

Key Points from the FAQ

  1. Instruments executed between 1 January 2023 and 31 December 2025 are eligible for SVDP 2026, provided that stamping and payment of stamp duty payment are completed between 1 January 2026 and 30 June 2026;
  2. Eligible for SDVP 2026:-
Stamping Submission Date Status of Stamp Duty Payment Status of Penalty
Before 1 January 2026 Fully paid (including penalties) Not eligible for SDVP
Before 1 January 2026 No payment made within the SVDP period Penalty not waived
1 January 2026 – 30 June 2026 Payment made within the SVDP period Penalty waived
  1. No appeal application is required and penalty will be automatically waived once the stamp duty is paid between 1 January 2026 to 31 December 2026;
  2. All instruments executed between 1 January 2023 and 31 December 2025 and stamped under SVDP 2026 will not be subject to audit. However, SVDP does not prevent the IRBM from auditing other instruments not disclosed under the SVDP;
  3. Cases involving fraud are excluded from the SVDP programme.
The FAQs are available in Bahasa Malaysia and can be downloaded from the IRBM’s official website:-
FAQs

Action Points for Business

Businesses should consider taking the following steps:
1. Conduct an Internal Review of Documents
Businesses should review all contracts and written instruments executed between 1 January 2023 and 31 December 2025 to determine whether they are subject to stamp duty but have not been stamped.

Common examples include:
  • Rental or tenancy agreements
  • Service agreements
  • Loan agreements between companies or related parties
  • Shareholders’ agreements
  • Security documents (charges, debentures, guarantees)
  • Memorandum of understanding (MOU) with binding terms
  • Settlement agreements

2. Identify Unstamped or Late-Stamped Instruments
Businesses should identify documents that:
  • have not been stamped, or
  • were stamped after the statutory deadline.

These may qualify for penalty exemption under the SVDP if disclosed within the programme period.

3. Take Advantage of the SVDP Window
Where unstamped instruments are identified, businesses should submit the documents for stamping and pay the applicable stamp duty before 30 June 2026 to enjoy full penalty waiver.

4. Strengthen Internal Compliance Procedures
With the implementation of SDSAS, businesses should implement internal procedures to ensure that:
  • new agreements are reviewed for stamp duty implications;
  • stamping deadlines are monitored; and
  • supporting documentation is properly maintained.

5. Seek Professional Advice Where Necessary
Businesses that are uncertain whether a document is subject to stamp duty should seek professional advice, as incorrect stamping or failure to stamp instruments may result in penalties.
If you would like assistance in reviewing your agreements or determining whether any instruments require stamping, please feel free to contact us.

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Ideas & Insights Newsletter Tax

e-Invoicing Updates

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Ideas & Insights

Key Takeaway

  • Phase 4 e-Invoicing: 12-Month Transition Period
  • Special Concession for the Construction Materials Sector

A. 12 - MONTH TRANSITIONAL PERIOD (1 JANUARY – 31 DECEMBER 2026)

As you are aware, businesses with annual turnover between RM1 million and RM5 million fall under Phase 4 of the e-Invoice programme and is required to fully implement e-invoicing effective from 1 January 2026.

With reference to the Media Release issued by Inland Revenue Board of Malaysia (“IRBM”) dated 5th January 2026, the Government has announced a 12-month interim relaxation period for businesses under Phase 4, extending the previously announced 6-month timeline.

With that, the interim relaxation period for such businesses has been extended to 1 January 2026 to 31 December 2026. What is important to note is that this is not a postponement of the requirement for businesses under Phase 4 to be fully-compliant with the e-Invoice system – it is merely a deferment. During this period, businesses under Phase 4 will still be required to comply with the conditions spelt out in the IRBM’s e-Invoice Specific Guidelines, for e-Invoice compliance during the interim relaxation period.
During the interim relaxation period which spans 1 January 2026 to 31 December 2026, business under Phase 4 are permitted to do the following:

a. Issue consolidated e-Invoices for all activities and transactions, including for industries or activities listed under Section 3.7 of the Specific Guidelines on e-Invoices. Issuance of consolidated e-Invoices is also permitted even if there is an e-Invoice request from the buyer;

b. Issue consolidated self-billing e-Invoices for all self-billing situations as outlined under Section 8.3 of the Specific Guidelines on e-Invoices; and

c. Allow any transaction description to be entered in the “Product or Service Description” field.

During the transition period, the IRBM has announced that they will not impose penalties for any non-compliance with the e-Invoice requirements, provided that the taxpayer complies with the rules stated above.

B. SPECIAL CONCESSION: CONSTRUCTION MATERIALS SECTOR

Effective 1 January 2026, the government also agreed to allow taxpayers from the wholesale and retail of construction materials sector to issue consolidated e-Invoices. However, e-Invoices are still mandatory if they involve transactions exceeding RM10,000 or more or when there is a request from the buyer to obtain an e-Invoice.
For more details please refer to the link below:-
Media Release from IRBM dated 5 Jan 2026

How We Can Help

At ShineWing, we provide a wide spectrum of services to support your successful implementation of the e-Invoice system in Malaysia and compliance of its laws and guidelines, among which, include the following:

Regulatory Guidance

Supporting businesses in interpreting and complying with IRBM’s e-invoicing requirements, including IRBM guidelines, statutory deadlines, and documentation standards to ensure full tax compliance..

Ongoing Support

Providing continuous maintenance, governance, and updates to keep e-invoicing solutions aligned with evolving IRBM regulations, while offering training and advisory to sustain compliance and operational efficiency.
Should you have any questions or require any assistance on the above, please do not hesitate to drop us an email or call us.

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Featured Ideas & Insights Publications Tax

PENGERANG INTEGRATED PETROLEUM COMPLEX (“PIPC”)
Special Incentive Package for Manufacturing Sector

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PENGERANG INTEGRATED PETROLEUM COMPLEX (“PIPC”)
Special Incentive Package for Manufacturing Sector

PIPC offers highly attractive tax incentives packages for manufacturing investors, including up to 10 years of income tax exemption, customs duty exemptions on importation of machinery, equipment and raw materials and reduced tax rates on qualifying activities.
Strategically located in Johor, Malaysia, the Pengerang Integrated Petroleum Complex (PIPC) is a fully integrated oil and gas megaproject that positions Malaysia as a leading energy and petrochemical hub in Southeast Asia. With world-class infrastructure, deepwater port access, and strong government support, PIPC offers investment opportunities in the downstream and midstream sectors.

Attractive Tax Incentives

Incentive Type
Details

1.

Special Income Tax Rate
  • 5% or 10% tax rate for up to 10 years on qualifying income; OR

2.

Investment Tax Allowance (ITA)

  • 60% or 100% capital expenditure allowance for up to 10 years;
  • Offset up to 100% of statutory income for each assessment year.

Import Duty and Sales Tax Exemptions

Exemptions on machinery, equipment, raw materials, and components used in qualifying manufacturing activities.

Stamp Duty Exemptions

Potential exemptions on property transfers and loan agreements related to approved projects.

Eligible Activities and Products

Production and processing of chemical and petrochemical products:-
i. Base Chemical – Methanol, Ethylene, Propylene, Benzene, Aromatics
ii. Organic Intermediates – C1 to C6 ;
iii. Specialty Chemical;
iv. Fertilisers;
v. Polymers/ Plastics;
vi. Oleochemical/ Biochemical

Who Can Apply

  • Local and foreign companies incorporated in Malaysia;
  • A minimum capital investment of RM500 million in qualifying manufacturing activities within PIPC.
This incentive is eligible to be considered for application received by Malaysian Investment Development Authority (“MIDA”) from 14th October 2023 to 31st December 2028.

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Advisory Ideas & Insights Video

Malaysia My Second Home (MM2H) Programme Video

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Malaysia My Second Home (MM2H) Programme

Malaysia My Second Home (MM2H) Programme is a programme promoted by the Government of Malaysia to allow foreigners who fulfil certain criteria to obtain multiple-entry social visit pass to stay in Malaysia.

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Advisory Featured Ideas & Insights Publications

Malaysia My Second Home (MM2H) Programme

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Malaysia My Second Home (MM2H) Programme

Malaysia My Second Home (MM2H) Programme is a programme promoted by the Government of Malaysia to allow foreigners who fulfil certain criteria to obtain multiple-entry social visit pass to stay in Malaysia.

Malaysia My Second Home (MM2H) Programme

  1. Malaysia My Second Home (MM2H) Programme is a programme promoted by the Government of Malaysia to allow foreigners who fulfil certain criteria to obtain multiple-entry social visit pass to stay in Malaysia.
  2. Multiple-entry social visit pass valid for 5 to 20 years and is renewable.
  3. This programme opens to all citizens from all the countries recognised by Malaysia, regardless of religion, race, gender and age.
  4. Principal applicants are allowed to bring their spouse, unmarried children below the age of 21 and parents.
  5. More than 50,000 participants around the world participate in this programme.

Why Malaysia

  1. This programme is promoted by the Government of Malaysia.
  2. Multilingual country, no difficulties on daily communication.
  3. No natural disaster and political stable.
  4. Comprehensive Educational System.
  5. Comprehensive healthcare system and services.

Benefits of MM2H

  1. From a period of five (5) years, and is renewable.
  2. Unlimited access to Malaysia.
  3. Pension remitted to Malaysia are eligible to tax exemption, such as Fixed Deposit.

MM2H REQUIREMENT – PLATINUM, GOLD, SILVER

Category & Requirement
Platinum
Gold
Silver
1. Fixed Deposit
RM 4,500,000
(USD 1,000,000)
RM 2,000,000
(USD 500,000)
RM 630,000
(USD 150,000)
2. Purchase of Residential Property

RM 2,000,000 and above

RM 1,000,000 and above

RM 600,000 and above
3. Maximum Withdrawal from Fixed Deposit
50%
4. Minimum length of stay
90 days per annum
5. Dependents
Spouse, Children, and Parents
6. Business / Investment Activities

Permissible

Not allowed
7. Career Opportunities

Permissible

Not allowed
8. MM2H Pass Renewable
20 Years
15 Years
5 Years

MM2H REQUIREMENT – SPECIAL ECONOMIC ZONE (SEZ)

Category & Requirement

Special Economic Zone
1. Special Economic Zone Area

a) Forest City
b) Iskandar Puteri

c) Johor Bahru City Centre
d) Pasir Gudang

e) Kulai
f) Pontian
2. Fixed Deposit
USD 65,000 (Age 21-49)
USD 32,000 (Age above 50)
3. Purchase of Residential Property
No Limit, but need to directly purchase from Developer. (Cannot sell for Ten years)
4. Maximum Withdrawal from Fixed Deposit
50%
5. Minimum length of stay
90 days per annum
6. Dependents
Spouse, Children, and Parents
7. Business / Investment Activities
Not allowed
8. Career Opportunities
Not allowed
9. MM2H Pass Renewable
10 Years

MM2H PROGRAMME STATISTIC

2002 to 2019*(Top 10)
*For 2019, only data on applications – not approvals – are available
People’s Republic of China
15,883
Japan
5150
People’s Republic of Bangladesh
4,335
Republic of Korea
3,093
United Kingdom
2,892
Hong Kong S.A.R
1,691

Republic of Singapore

1,611
Republic of China (Taiwan)
1,518
Islamic Republic of Iran
1,428
Republic of India
1,150
Others
9,720

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Ideas & Insights Tax Video

Johor-Singapore Special Economic Zone (JS-SEZ) Video

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Johor-Singapore Special Economic Zone (JS-SEZ)

On 8 January 2025, Malaysia Government announced tax package incentive for The Johor-Singapore Special Economic Zone (JS-SEZ). JS-SEZ offers a special corporate tax rate 5% for up to 15 years for new investment in qualifying activities such as aerospace manufacturing, medical devices, global services hubs and artificial intelligence and also special personal income tax rate 15% for 10 years for knowledge worker.

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Featured Ideas & Insights Publications Tax

Automation Capital Allowance (Automation CA) for Manufacturing and Servicess Sectors

MY - man-hard-hat-is-working-robot

AUTOMATION CAPITAL ALLOWANCE (AUTOMATION CA) FOR MANUFACTURING AND SERVICES SECTORS

Manufacturers involved in innovative and productive activities eligible for an Automation Capital Allowance (Accelerated Capital Allowance) of 200% on the first RM10 million of qualifying capital expenditure.

Automation Capital Allowance (Automation CA) For Manufacturing And Services Sectors

1) Objective:

The Automation Capital Allowance (Automation CA) was introduced to encourage adoption of automation among manufacturing companies.

2) Tax Incentive

Categories

Tax Incentive

1.

High labour-intensive industries (rubber products, plastics, wood, furniture and textiles)

2.

Other industries including Service Sector

Automation CA of 200% on the first RM10 million in qualifying expenditure incurred within year of assessment from 2023 to 2027

3) Eligibility Criteria

  • Companies must be incorporated under the Companies Act 2016;
  • Tax residents of Malaysia;
  • Companies must have been operating in manufacturing or services activities for a minimum of 36 months;
  • The company must incur expenditures for at least one (1) machinery /equipment / software / system with an adaptation of Industry 4.0 within the eligible amount of RM10 million
  • Industry 4.0 elements:-
  • √ Big Data Analytics;
  • √ Cloud Computing;
  • √ Augmented Reality;
  • √ Cybersecurity;
  • √ Artificial Intelligence;
  • √ Additive Manufacturing;
  • √ System Integration;
  • √ Simulation;
  • √ Internet of Things (IoT);
  • √ Autonomous Robots;
  • √ Advanced Materials.

This incentive is eligible to be considered for application received by MIDA from 1st January 2023 until 31st December 2027.

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Featured Ideas & Insights Publications

Incentive For Reinvestment Under New Industrial Master Plan (NIMP) 2030

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Incentive For ReinvestmentUnder New Industrial MasterPlan (NIMP) 2030

New Industrial Master Plan (NIMP) 2023 offers reinvestment incentive with two tiers. Tier 1 providing Investment Tax Allowance (“ITA”) of 100% qualifying capital expenditure (“QCE”) against 100% of statutory income and Tier 2 offering ITA of 60% QCE against 70% of statutory income. This incentive is designed to encourage existing companies to reinvest in high-growth and high-value activities.

Incentive For Reinvestment Under New Industrial Master Plan (NIMP) 2030

  1. Malaysian government has introduced a reinvestment incentive aligned with the New Industrial Master Plan (NIMP) 2030, featuring a tiered and outcome-driven framework.
  2. Objectives of the incentive are:
    • To motivate companies to invest in sectors with high growth potential and substantial value.
    • To ensure that the tax incentives provided by the Government support the achievement of the targeted outcomes under the NIMP 2030 and further stimulate national economic growth.
  3. This incentive provides an opportunity for existing companies that have exhausted their Reinvestment Allowance, to continue to increase their capacity and investment in high-growth and high-value areas in the country.

A. Type of Incentives

  • The incentive is an Investment Tax Allowance (ITA) of 100% (or 60%) on the qualifying capital expenditure (excluding land cost) incurred for 5 years.
  • The allowance can be offset against up to 100% (or 70%) of statutory income for each assessment year until fully utilized.

B. Eligible Applicant

  • The company must be a Malaysian resident and incorporated in accordance with the Companies Act 2016.
  • Undertake expansion or diversification projects in the manufacturing sector.
  • The company eligible for only one (1) round of this reinvestment incentive.

C. Eligibility Criteria

List of product(s) or activity(ies) eligible for the reinvestment incentive as below:
  • Aerospace
  • Automotive
  • Chemical including biotechnology
  • Electrical & Electronics
  • Food Processing
  • Halal
  • Machinery & Equipment
  • Medical Devices
  • Metal
  • Mineral
  • Palm Oil-based Products
  • Pharmaceutical including biotechnology
  • Petroleum Products and Petrochemicals
  • Rail
  • Rubber-based Products
  • Ship building and Ship Repair
  • Textile, Apparel and Footwear
  • Wood, Paper and Furniture
The tiering tax incentive will be based on an outcome-based approach as follows:
Tier 1
Tier 2
Tax incentive
ITA of 100% on qualifying capital expenditure (QCE) (excluding land) and set off against 100% of statutory income.
ITA of 60% on QCE (excluding land) and set off against 100% of statutory income.
Incentive period
5 years
Minimum Conditions
  1. QCE must be incurred within the proposed 3-year period capital expenditure (excluding land) to be realised within 3 years as proposed;
  2. Implementation of Industrial Revolution 4.0 (IR4.0) technologies is required; and
  3. R&D expenditures (included related to product and technology improvement) must align with the proposed plan.
Additional Conditions
Subject to the following outcomes (but not limited to):

  1. Adequate number of newly hired Malaysian full-time employees in high-value positions (with minimum basic salary RM 10,000/month);
  2. The number of local and/or local service providers (companies incorporated in Malaysia) engaged as proposed;
  3. Adoption of green technology (generation of renewable energy or utilisation of energy efficiency equipment); and
  4. Any additional requirements for sustained economic growth, as stated in the approval letter.

Not Applicable.

D. Date of Application

Applications received by Malaysia Investment Development Authority (“MIDA”) from 1 January 2024 until 31 December 2028 are eligible to be considered for this incentive.

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