Shares In Real Property Company (RPC)

1. the acquisition or disposal of shares in an RPC is deemed to be an acquisition or disposal of chargeable assets; and
2. shares in an RPC remain as chargeable assets eventhough the company is no longer an RPC at the time of disposal of the shares.

Pursuant to the introduction of the capital gains tax (CGT) under the ITA, with effect from 01.01.2024, subparagraph 34A(5A) of Schedule 2 of RPGTA was introduced to provide that paragraph 34A, Schedule 2, shall cease to apply to any acquisition and disposal of shares in an RPC by a company, limited liability partnership, trust body, or cooperative with effect from that date.

Notwithstanding the above, Labuan entities carrying on business activities under section 2B of the Labuan Business Activity Tax Act 1990 (LBATA) remain subject to RPGTA in respect of the disposal of share in an RPC.

1. RPC is –
   
   1. a controlled company;
   2. owned or acquires real property or RPC shares in another RPC or both; and
   3. defined value of real property or shares in other RPC or both is not less than 75% of the value of its total tangible assets.

   
   Determination of RPC status must be made on 21.10.1988. If the company is not an RPC company on 21.10.1988, the RPC status shall be determined at any date after 21.10.1988 whenever the company acquires the real property or shares in another RPC or both.

2. Controlled company
   Interpreted under section 2 of the ITA as a company having not more than fifty members and controlled by not more than five persons, in the manner described by section 139 of the ITA.
3. Defined value –
   
   1. Defined value for real property means market value of the real property; and
   2. Defined value for RPC shares is the acquisition price of RPC shares as determined under subparagraph 34A(3) of Schedule 2 of the RPGTA.
4. Value of total tangible asset – is the aggregate of defined value of real property or RPC shares or both and the value of other tangible asset.
   Tangible assets consist of:
   1. non-current assets such as land, buildings, vehicles, plants & machinery, equipment and furniture
   2. current assets such as stocks, debtors, receivables, bank balances and cash balances
   3. investment

   
   Intangibles such as patents, copyrights and trademarks are not considered in determining JAK values.

1. RPC shares remain as chargeable assets in the hands of shareholders eventhough at the time of the disposal of the shares by the shareholder the company is no longer an RPC.
2. Acquisition of shares during the period where a company is not an RPC, is not an acquisition of chargeable assets (non-RPC shares) until the company becomes an RPC again.

1. Losses
   Losses on disposal of RPC shares are not allowed as deduction in the computation of chargeable gains on the disposal of other assets or the disposal of other RPC share. Refer to subparagraph 33(d) of Schedule 2 RPGTA.
2. Exemption
   An individual who disposes of RPC shares is eligible for an exemption of tax pursuant to paragraph 2 of Schedule 4 of the RPGT Act, being RM10,000 or 10% of the chargeable gains, whichever is greater.