After a Bursa IPO, the shares of controlling shareholders and certain directors are placed under moratorium, during which they cannot be sold, transferred or assigned. Whether they can be charged depends on the rules and the undertakings given, so lenders usually wait for the release date or structure the loan around it.
Key takeaways
- Who is covered. Controlling shareholders, persons connected to them and executive directors who are substantial shareholders, plus, on the ACE Market, some pre-IPO investors.
- Main Market. The entire holding is locked for six months from listing, for profit and market-capitalisation test listings.
- ACE Market. Six months over the entire holding, six more over 45% of issued shares, then releases of up to one-third a year.
- Charging. The rules restrict selling, transferring and assigning; they do not expressly address charging, and a sale during the moratorium needs approval.
- Timing. Plan the facility around the release date in the prospectus.
Which shares are under moratorium after a Bursa IPO, and for how long?
The moratorium covers shares held by controlling shareholders, persons connected to them and executive directors who are substantial shareholders. On the Main Market their entire holding is locked for six months from listing; on the ACE Market a staged moratorium lasts longer.
The Main Market moratorium is set by paragraph 5.29 of the Securities Commission's Equity Guidelines. For companies listed under the profit test or the market capitalisation test, the shareholders concerned may not sell, transfer or assign any of their shares for six months from listing. Infrastructure project companies without a full financial year of audited operating revenue keep shares amounting to 45% of their issued shares locked until they have one.
On the ACE Market, Rule 3.19 of Bursa Malaysia's ACE Market Listing Requirements applies to the company's specified shareholders. Their entire holding is locked for six months from admission, then shares amounting to at least 45% of the company's issued shares for a further six months. After that, up to one-third of the shares still under moratorium may be released each year on a straight-line basis.
An ACE company that has not yet generated a full financial year of operating revenue keeps the moratorium in place until it has. Rule 3.19A adds a six-month moratorium for other investors who bought shares within 12 months before the listing application at below the IPO price. Both sets of rules were amended in 2026, so check the current text and the prospectus for any particular listing.
Can moratorium shares be charged?
The rules restrict selling, transferring and assigning moratorium shares but do not expressly address charging them. Bursa Malaysia Depository's procedures let them sit in a pledged securities account, under a declaration that they will not be sold, transferred or assigned without approval.
Under Bursa Malaysia Depository's guide for depositors, moratorium shares may be deposited either in the registered holder's own CDS account or in a pledged securities account opened by an authorised nominee. The nominee declares that beneficial ownership will not change during the moratorium and that the shares will not be sold, transferred or assigned without prior approval.
A charged share normally sits in exactly that kind of account: section 40 of the Securities Industry (Central Depositories) Act 1991 designates the chargee's account the Pledged Securities Account. Even so, a lender could not sell moratorium shares during the moratorium without approval, so its security is restricted until release. Whether a charge works in a particular case is a question for your Malaysian counsel.
How do Main Market and ACE Market moratoriums differ?
The Main Market moratorium comes from the SC's Equity Guidelines and runs six months over the entire holding. The ACE Market moratorium comes from Bursa's ACE Market Listing Requirements and is staged: six months over the entire holding, then 45% of issued shares for six more months, then annual releases.
| Feature | Main Market | ACE Market |
|---|---|---|
| Source | SC Equity Guidelines, paragraph 5.29. | ACE Market Listing Requirements, Rules 3.19 and 3.19A. |
| Whose shares | Controlling shareholders, persons connected to them, and executive directors who are substantial shareholders. | Specified shareholders in the same categories; under Rule 3.19A, other investors who bought within 12 months before the listing application below the IPO price. |
| How long | Six months from listing for profit and market-capitalisation test listings; longer for infrastructure project companies without a full year of audited operating revenue. | Six months from admission over the entire holding, then a further six months over at least 45% of issued shares; Rule 3.19A investors, six months. |
| Release | The entire holding is released after six months for profit and market-capitalisation test listings. | After the first 12 months, up to one-third a year of the shares still under moratorium, on a straight-line basis; companies without a full year of operating revenue stay locked until they have one. |
How should a loan be timed around the release?
Work back from the release date in the prospectus: indicative terms can be prepared before release, with documentation timed so the charge is created once the shares are free. On the ACE Market, a facility can be sized to the portion released at each stage.
Indicative terms are typically returned within 2–3 business days, and full execution commonly takes two to four weeks after that, so the process can begin a few weeks before the release date. Once released, the shares are ordinary collateral, but a recent listing has a short trading record, so liquidity and volatility weigh heavily; see what sets the LTV on a Bursa share.
For the full list of eligibility checks, see who qualifies for a Malaysian stock loan, and for ACE Market counters in particular, borrowing against ACE Market shares.
What else do shareholders ask about moratorium shares?
01Where do I find the release dates for my shares?
02Can I sell part of my ACE holding after the first six months?
03Do the rules reach shares I hold through a company?
This note is general information on the moratorium rules in the SC's Equity Guidelines and Bursa Malaysia's ACE Market Listing Requirements, both amended in 2026. It is not legal advice; the prospectus and the undertakings given for a particular listing govern, and your Malaysian counsel should confirm whether and how shares under moratorium can be charged.
