Whether you are an SME founder planning a profitable exit, an investor acquiring a competitor, or structuring a strategic merger, HBA Global's chartered accountants provide rigorous Financial Due Diligence (FDD), Business Valuation, and Tax-Optimized Deal Structuring across Malaysia.
Buying or selling a company (Sdn Bhd) is the highest-value transaction a business owner will ever undertake. Yet over 65% of mid-market acquisitions in Malaysia suffer from severe post-deal disputes due to hidden liabilities, inflated historical earnings, or punitive tax assessments.
At HBA Global Consultancy, we bridge the gap between corporate buyers and business sellers. Led by experienced chartered accountants (MIA, ACCA, AIPA) and licensed tax advisors (MOF, CTIM), we ensure your valuation is bulletproof, tax exposure is minimized, and your capital is safeguarded.
Tailored transaction advisory for Malaysian SMEs, family-owned enterprises, private equity investors, and multinational subsidiaries.
Thinking of retiring, unlocking your equity, or divesting a business division? We prepare your company for a confidential, high-multiple sale.
Looking to acquire a competitor, secure a supply chain partner, or expand market share? We protect your investment capital with exhaustive due diligence.
The structure of the deal determines how much tax you pay. We optimize every transaction under the Malaysian Income Tax Act and Stamp Act.
Flawless legal, secretarial, and accounting transition to secure title ownership and operational continuity after the transaction closes.
Our proven, disciplined framework ensures confidentiality, accurate valuation, and smooth statutory closing.
Establish normalized earnings, assess market multiples, and define clear transaction objectives.
Prepare blind teaser and CIM. Execute Non-Disclosure Agreements (NDAs) prior to data release.
Audit Quality of Earnings, review LHDN tax files, verify assets, and validate contracts.
Negotiate purchase price adjustments, warranties, indemnities, and tax indemnifications.
Escrow release, statutory share transfers, SSM board resolutions, and banking authorizations.
We understand that rumors of a business sale or acquisition can damage employee morale, trigger client panic, or alert aggressive competitors. Every M&A discussion at HBA Global is conducted under strict Non-Disclosure Agreements (NDAs), encrypted virtual data rooms, and non-identifying "blind teasers." Your identity and commercial secrets remain 100% protected at all times.
💬 Request a Confidential Discussion with Our PartnersPractical guidance on buying, selling, and structuring company transactions under Malaysian law.
Selling a Sdn Bhd involves 5 core steps: 1) Financial normalization and professional business valuation, 2) Preparation of a confidential Information Memorandum (CIM) and non-disclosure agreements (NDAs), 3) Sourcing and vetting qualified buyers, 4) Managing the buyer's Financial and Tax Due Diligence (FDD/TDD), and 5) Drafting the Share Sale Agreement (SSA) and executing statutory share transfers via SSM.
Financial and Tax Due Diligence (FDD/TDD) is an independent investigation conducted by chartered accountants before buying a business. It verifies the target company's true Quality of Earnings (QoE), working capital, unrecorded liabilities, undisclosed debts, and historical LHDN tax audit risks (such as SST, withholding tax, and corporate tax penalties) to prevent costly post-acquisition surprises.
Effective 1 March 2024, Malaysia introduced Capital Gains Tax (CGT) on disposals of unlisted shares by companies, LLPs, and trust bodies at a rate of 10% on net chargeable gain (or 2% on gross disposal value for shares acquired before 1 March 2024). Disposals by individual shareholders are generally exempt from CGT, but must be carefully structured under Section 15 or 15A of the Stamp Act 1949 and Section 4(a) trading rules to avoid reclassification as taxable business income.
In a Share Sale, the buyer purchases the shares of the target company, acquiring the entire legal entity including all historical liabilities, licenses, contracts, and bank accounts. In an Asset Sale, the buyer only purchases selected business assets (e.g. machinery, customer lists, IP) without assuming the target company's past debts or tax exposures, but may need to reapply for business licenses and transfer staff.
Malaysian SMEs are typically valued using: 1) Earnings Multiple / EBITDA Multiples (common for profitable trading and service businesses), 2) Discounted Cash Flow (DCF) based on projected cash flows, or 3) Net Asset Value (NAV) / Adjusted Net Tangible Assets for asset-heavy or property-holding companies. Professional adjustments are made for normalized owner salaries, one-off expenses, and working capital requirements.
Our fees are structured based on transaction size, scope of diligence, and deal complexity. Due diligence and business valuation are typically quoted on a fixed professional retainer, while full sell-side advisory often includes a modest retainer plus a success fee upon closing. Contact us for a confidential, no-obligation fee proposal.
Speak directly with Andrew Yeoh or Horst Yong. We sign mutual NDAs before reviewing any company documents.
