Siblings win battle to secure inherited shares without need for fresh transfer

Three siblings have won a Court of Appeal battle to have shares, left to them by their late mother, registered in their names without executing fresh share-transfer documents or paying stamp duty.

A three-member bench led by Justice Wong Kian Kheong said the shares passed to the beneficiaries by transmission through operation of law, following the will and grant of probate rather than by way of transfer.

The bench, which also comprised Justices Ahmad Kamal Shahid and Ahmad Fairuz Zainol Abidin, allowed the siblings’ appeal and set aside the High Court’s dismissal of their application.

The court ordered Toong Yuen (Ipoh) Sdn Bhd to register 164,434 shares each in the names of Loh Siew Choong, Loh Siew Ngoh and Loo Kim Lin, and make the necessary amendments to its register of members.

The shares were originally held by their mother, Wong Kim, who died in 2015.

In her will, the shares were divided among five beneficiaries, including her three children.

In January 2024, the executor notified the company that he was transmitting the shares to the siblings. However, the company rejected the request, taking the position that the shares had already been transmitted to the executor.

Kian Kheong said the Companies Act 2016 did not require the executor to “transfer” the shares to the beneficiaries.

He said transmission and transfer are legally different, as transmission occurs by operation of law following the death of a shareholder and the grant of probate, while a transfer requires an instrument of transfer and the payment of stamp duty.

The court also ruled that the company’s articles governing share transfers did not apply to transmission of the shares.

It awarded the siblings RM50,000 in costs for the High Court and Court of Appeal proceedings.

Elizabeth Lau and Hazel Siau represented the three siblings, while Rabinder Singh and Roshan Singh Dhaliwal represented Toong Yuen and the other respondents.

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