# Corporate Finance & Capital Markets: IPO Lawyers in Malaysia

> IPO lawyers in Malaysia. Main Market, ACE and LEAP listing requirements compared, plus HKEX and Nasdaq listings and post-listing corporate exercises.

Canonical URL: https://www.cecolaw.com/ipo-lawyers-malaysia/
Published: 2020-04-13
Updated: 2026-07-27
Author: Ching, Elaine & Co — Advocates & Solicitors, Malaysia

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Ching, Elaine & Co acts as solicitors on initial public offerings and corporate finance exercises in Malaysia. We advise issuers on listings on the Main Market, ACE Market and LEAP Market of Bursa Malaysia Securities Berhad, and on listings on the Hong Kong Stock Exchange and Nasdaq, and we act on the full range of post-listing corporate exercises — rights issues, bonus issues, private placements, private debt securities and employees’ share option schemes. The firm is ranked by The Legal 500 Asia Pacific in Capital Markets in Malaysia.

## Which Bursa market should a company list on?

Bursa Malaysia operates three markets. The Main Market is for established companies that can satisfy a quantitative admission test. The ACE Market is sponsor-driven and open to companies with growth prospects but no profit history. The LEAP Market is adviser-driven and restricted to sophisticated investors. The table below sets out the practical differences.

|   | Main Market | ACE Market | LEAP Market |
| --- | --- | --- | --- |
| Suited to | Established companies with a track record | Companies with growth prospects, including those without a profit history | Emerging companies and SMEs seeking fund-raising access and visibility |
| Admission test | Quantitative: the profit test, the market capitalisation test, or the infrastructure project test | No minimum profit or operating history — suitability is assessed by an approved Sponsor | No minimum profit requirement — suitability is assessed by an Approved Adviser |
| Profit test | Uninterrupted profit over 3 to 5 full financial years, aggregate profit after tax of at least RM20 million, and profit after tax of at least RM6 million in the most recent financial year | Not applicable | Not applicable |
| Market capitalisation test | Total market capitalisation of at least RM500 million on listing, with operating revenue for at least one full financial year | Not applicable | Not applicable |
| Public shareholding spread | At least 25% of shares in public hands | At least 25% of shares in public hands | At least 10% of shares in public hands |
| Adviser required | Principal Adviser | Approved Sponsor, which must continue for a prescribed period after listing | Approved Adviser, on a continuing basis |
| Who may invest | All investors | All investors | Sophisticated investors only |
| Approving authority | Securities Commission Malaysia, with Bursa Securities admitting to the Official List | Bursa Securities | Bursa Securities |

*The listing requirements are amended from time to time. The thresholds above are a guide to the structure of the tests; the current Listing Requirements should be checked before a submission is prepared.*

## Acting as IPO solicitors

On a listing we act as solicitors to the issuer, working alongside the principal adviser or sponsor, the reporting accountants and the other advisers. Our workstream typically covers:

- **Legal due diligence** on the group — corporate structure, licences and approvals, material contracts, litigation, employment, real property and intellectual property — and the due diligence working group process that supports the submission.

- **Restructuring before listing** — putting the group into the structure it will list in, including share transfers, capital adjustments and the elimination of related party arrangements that will not survive scrutiny.

- **The prospectus** — drafting and verifying the legal sections, and advising on disclosure of risk factors, material litigation, material contracts and regulatory matters.

- **Submissions** to the Securities Commission Malaysia and Bursa Securities, and responses to queries.

- **Constitutional and governance documents** — the constitution, board charter and terms of reference required on listing.

- **Moratorium arrangements** and undertakings from promoters and substantial shareholders.

- **Post-listing compliance** — continuing disclosure, related party transactions and the corporate exercises that follow.

## Listing outside Malaysia

We have acted for Malaysian groups listing on the **Main Board and GEM of the Hong Kong Stock Exchange** and on **Nasdaq**, working with overseas counsel on the Malaysian law components: due diligence on the Malaysian operating companies, Malaysian legal opinions, restructuring of the Malaysian entities into the listing structure, and the regulatory approvals a cross-border listing requires.

## Post-listing corporate exercises

For companies already listed on Bursa Securities, we act as solicitors on:

- Rights issues of ordinary shares or preference shares

- Bonus issues of shares and warrants

- Private placements

- Issuance of private debt securities, including irredeemable and redeemable convertible unsecured loan stocks (ICULS and RCULS)

- Issuance of redeemable convertible preference shares (RCPS)

- Employees’ share option schemes and share issuance schemes

- Diversification of operations

- Transactions under Chapter 10 of the Listing Requirements

- Capital reductions and, where necessary, [schemes of arrangement and regularisation plans](https://www.cecolaw.com/restructuring-insolvency-lawyer-malaysia/)

- Delisting exercises

## Selected experience

- **Nasdaq direct listing (2023).** Advised on the successful direct listing of a Malaysian IoT solutions group on the Nasdaq Stock Exchange — only the second company comprising fully Malaysian assets to list on Nasdaq by way of direct listing.

- **LEAP Market listing (2022).** Advised the first accounting services provider to be listed on the Malaysian stock exchange on its listing on the LEAP Market of Bursa Malaysia Securities Berhad.

- **HKEX Main Board listing (2018).** Advised a leading manufacturer of steel radial tyres on its listing on the Main Board of the Hong Kong Stock Exchange, with a market capitalisation of approximately HKD7 billion.

- **HKEX Main Board listing (2019).** Advised a Malaysian group carrying on civil and structural works in the oil and gas industry on its listing on the Main Board of the Hong Kong Stock Exchange.

- **ACE Market listing (2019).** Advised a designer and manufacturer of street poles on its listing on the ACE Market of Bursa Malaysia Securities Berhad.

- **RM4 billion Islamic medium term notes programme (2022).** Acted for an international bank as joint lead arranger on a proposed Islamic medium term notes programme undertaken by a national automotive group.

- **Private placement to an international bank.** Advised a property development company listed on the Main Market on a private placement to a major international financial institution.

## Common questions

### How long does an IPO on Bursa Malaysia take?

From the appointment of advisers to listing, a Main Market IPO commonly takes twelve to eighteen months, and an ACE Market listing somewhat less. The variable is rarely the regulator: it is how long the group takes to resolve the issues due diligence surfaces — incomplete licences, related party arrangements, unclear title to assets, or accounts that need restating. Work done early on those shortens the timetable more than anything else.

### What is the difference between a Sponsor and a Principal Adviser?

A Main Market listing is submitted through a Principal Adviser. An ACE Market listing is sponsor-driven: an approved Sponsor assesses the applicant’s suitability, submits the application, and continues to advise the company for a prescribed period after listing. The Sponsor’s continuing role is a defining feature of the ACE Market.

### Can a company with no profit history list in Malaysia?

Yes. The ACE Market has no minimum profit or operating history requirement; admission turns on the Sponsor’s assessment of the company’s suitability and prospects. The LEAP Market likewise imposes no profit requirement, but is open only to sophisticated investors.

### What is a moratorium on promoters’ shares?

Promoters and specified shareholders are required to give undertakings not to dispose of their shares for a prescribed period following listing, so that those who brought the company to market remain aligned with new investors. The scope and duration depend on the market and the circumstances of the listing.

### Do you act on listings outside Malaysia?

Yes — as Malaysian counsel. We have acted on listings on the Main Board and GEM of the Hong Kong Stock Exchange and on Nasdaq, advising on the Malaysian law aspects alongside the overseas counsel running the listing.

## Speak with our capital markets lawyers

If you are considering a listing, or planning a corporate exercise as a listed company, we are happy to discuss it before you commit to a timetable. Related practices: [takeovers, mergers and acquisitions](https://www.cecolaw.com/due-diligence-lawyer-malaysia/) and [corporate restructuring and insolvency](https://www.cecolaw.com/restructuring-insolvency-lawyer-malaysia/).

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This commentary is general in nature and is not legal advice.
Ching, Elaine & Co, a boutique corporate law firm in Malaysia — https://www.cecolaw.com/ · info@cecolaw.com · +60 3-7664 2141