Bursa LEAP Market Listing for Malaysian SMEs: What to Prepare Before Filing
The LEAP Market is Bursa Malaysia's listing platform for small and medium enterprises, open only to sophisticated investors, and it sets a lower bar than the ACE or Main Market on profit history and market capitalisation. What it does not lower is the legal bar: a company still needs at least 10% of its shares in public hands at admission, a moratorium on promoters' shares that starts at twelve months and does not fully lift for four years, and an Approved Adviser willing to put their name behind the listing. This article sets out what a company needs in place to qualify, who is allowed to invest, what the legal preparation work actually involves, and what changes Bursa Malaysia has proposed for 2026.
Most founders first hear about LEAP from an accountant or corporate finance adviser pitching it as a faster, cheaper route to a public listing than the Main Market. That pitch is usually right on the commercial case — fundraising target, valuation, adviser fees — and light on the legal readiness work that actually decides whether the timetable holds. Gaps in the corporate history, an unresolved shareholding trail, or a constitution that no longer matches how the company operates are the most common reasons a LEAP application stalls once the Approved Adviser starts asking questions.
What is the LEAP Market, and who is it actually for?
LEAP — the Leading Entrepreneur Accelerator Platform — is Bursa Malaysia's entry-level public market, sitting beneath the ACE Market and the Main Market. It was built for SMEs and mid-tier companies that want access to capital markets without meeting the profit track record or market capitalisation thresholds the higher markets require. LEAP sits alongside equity crowdfunding, angel investment and venture capital as one of the routes into equity fundraising — the one that ends in a public listing rather than a private round, and that comes with public-company disclosure and governance obligations attached.
The trade-off for the lighter admission bar is a restricted investor base. Trading on LEAP is open only to sophisticated investors — not the general public. Rule 1.01 of the LEAP Market Listing Requirements defines a sophisticated investor as a person specified as one in the Securities Commission Malaysia's Guidelines on Categories of Sophisticated Investors, and Rule 2.24(2) requires securities offered or issued in connection with a LEAP listing to fall within Schedule 6 or 7 of the Capital Markets and Services Act 2007 (CMSA) and to go only to existing securities holders or sophisticated investors. Bursa Malaysia has proposed changing that (see below), but as at the date of this article it has not taken effect.
What must a company have in place to qualify?
The headline pitch for LEAP is “no profit track record required” — and that part is accurate. But admission still turns on a specific set of conditions under the LEAP Market Listing Requirements issued by Bursa Malaysia Securities Berhad, and the legal ones are the ones most often underestimated.
Two adjacent questions usually come up at the same point in this process: see investor readiness legal audit and legal due diligence for institutional investors for how each is handled.
Requirement | What it means in practice |
|---|---|
Incorporation (Rule 3.01) | A public company (Berhad) incorporated in Malaysia under the Companies Act 2016, or converted into one before listing, applying through an Approved Adviser |
Core business (Rule 3.02) | A clearly identifiable core business. An applicant is not suitable for listing if it is an investment holding corporation with no immediate or prospective business operations, an incubator (including a technology incubator, which may apply to the Main Market only), or a subsidiary or holding company whose listing would leave an existing listed corporation in the group without a separate autonomous business |
Financial information (Appendix 3A) | No working capital, profit or market capitalisation test applies — unlike the Main and ACE Markets, which require sufficient working capital for at least 12 months from the date of the prospectus. What the LEAP rules require is disclosure: audited financial information for the last 2 financial years (or from incorporation, if shorter), audited by an auditor registered with the Audit Oversight Board, in the information memorandum |
Public shareholding spread (Rule 3.03) | At least 10% of the total number of ordinary shares for which listing is sought in the hands of public shareholders at admission — the lowest spread requirement of Bursa’s three markets |
Approved Adviser and Continuing Adviser (Rules 3.12, 4.02–4.13) | An Approved Adviser engaged for the application; the same Adviser must act as Continuing Adviser for at least 1 full financial year after admission and cannot resign nor be terminated in that period. The applicant must then maintain a Continuing Adviser for at least 3 full financial years after admission, or 1 full financial year after the company generates operating revenue — whichever is later |
No minimum profit and no minimum market capitalisation are required — the single biggest structural difference from the ACE and Main Market. That is also why the legal preparation work matters more here than the headline requirements suggest: with fewer financial thresholds to hide behind, the Approved Adviser's due diligence leans harder on the state of the company's records.
Who is allowed to buy the shares — and why that shapes the whole exercise?
LEAP-listed shares are restricted to sophisticated investors, and since 5 February 2024 that term is defined by the Securities Commission Malaysia's Guidelines on Categories of Sophisticated Investors (SC-GL/1-2024), issued under section 377 of the CMSA. The Guidelines broadened the categories beyond the earlier wealth-only tests, and they now run on two tracks. The wealth tests: total net personal assets exceeding RM3,000,000, counting the primary residence only up to RM1,000,000; gross annual income exceeding RM300,000 in the preceding twelve months, or joint gross annual income with a spouse or child exceeding RM400,000; a net personal or joint investment portfolio in capital market products exceeding RM1,000,000; and, for corporations and partnerships, total net assets exceeding RM10,000,000. The knowledge-and-experience track admits individuals who meet no wealth test at all: a bachelor's or master's degree in finance, economics, actuarial science or accounting, or an MBA, with five consecutive years of relevant working experience; membership of one of the listed professional bodies, including the CFA Institute, the Asian Institute of Chartered Bankers, the Malaysian Institute of Accountants and the Financial Planning Association of Malaysia; or five consecutive years of working experience in a capital market intermediary. Anyone planning a placement should work from the Guidelines rather than the wealth figures alone — the eligible pool is wider than RM3 million suggests.
Category | Test under the SC’s Guidelines on Categories of Sophisticated Investors (SC-GL/1-2024) |
|---|---|
Individual — net assets | Total net personal assets exceeding RM3,000,000, or total net joint assets with a spouse or child exceeding RM3,000,000 — in each case counting the primary residence only up to RM1,000,000 |
Individual — income | Gross annual income exceeding RM300,000 in the preceding twelve months, or RM400,000 jointly with a spouse or child |
Individual — investment portfolio | Net personal or joint investment portfolio in capital market products exceeding RM1,000,000 |
Individual — knowledge and experience | A relevant degree or an MBA plus five consecutive years of relevant working experience; membership of a listed professional body; or five consecutive years of working experience in a capital market intermediary |
Corporations and partnerships | Total net assets exceeding RM10,000,000 (trust companies and fund management corporations qualify instead on assets under management exceeding RM10,000,000) |
A restricted investor base changes how a LEAP raise is actually run — the offering is placed with a known pool rather than marketed broadly, and the information memorandum is written for investors who are expected to already understand the commercial risk of an SME listing.
What does the Approved Adviser do, and where does legal preparation fit in?
Every LEAP applicant must engage an Approved Adviser — a firm approved by Bursa Malaysia to assess the company's suitability for listing (Rule 4.10) and to guide it through the admission process and post-listing obligations. Under Rule 3.12, the Approved Adviser who submits the application must continue acting as the company's Continuing Adviser for at least 1 full financial year after admission, with neither side able to end that appointment early, and the company must then keep a Continuing Adviser in place for at least 3 full financial years after admission or 1 full financial year after it generates operating revenue, whichever comes later.
Legal That Works does not act as the Approved Adviser — that is a distinct, Bursa-recognised role usually held by an investment bank or corporate finance house, and it sits outside the practice of law. What the legal preparation work covers is the ground the Approved Adviser will test before they are willing to put their name on the application: regularising the company's corporate history and shareholding records, bringing statutory filings and registers current, reviewing the constitution and governance arrangements against what admission expects, reviewing material contracts and related-party arrangements for anything that needs disclosing or restructuring, and supporting the legal content of the admission documentation itself. None of this is exotic law — it is unglamorous corporate housekeeping — but it is also the single most common reason a LEAP timetable slips, because gaps going back several years cannot be fixed on an admission schedule.
What happens to promoters' shares after listing?
Under Rule 3.07 of the LEAP Market Listing Requirements, a moratorium applies to the entire shareholding of an applicant's promoters for 12 months from the date of admission — during that period, promoters cannot sell, transfer or assign any of those shares. On expiry of the 12 months, the promoters' aggregate shareholding must still amount to at least 45% of the total number of issued shares under moratorium for a further 36 months. If the company has not generated one full financial year of operating revenue by the end of that combined period, the 45% moratorium continues until it has. In practice, a promoter planning an exit needs to plan around roughly four years of restricted dealing, not twelve months, unless the company is already revenue-generating at listing.
What does this cost, and how long does it take?
Industry commentary commonly puts the all-in cost of a LEAP listing — professional fees for the Approved Adviser, lawyers, reporting accountants and company secretary combined — in the range of several hundred thousand ringgit to the low millions, and the timetable from a complete application to Bursa Malaysia's approval at a matter of weeks rather than months, assuming no queries. Regulatory fees themselves are a small fraction of that. Both figures move a great deal with the state of the company's own records: a business with clean corporate history and up-to-date filings pays for a straightforward review; one with unresolved shareholding history or unregularised related-party dealings pays for that to be fixed first, and loses the weeks that fixing it takes. Locking down the commercial terms early with the incoming investors or advisers, in parallel with the legal readiness review, is what keeps a LEAP timetable close to the adviser's initial estimate rather than drifting.
What's changing: the proposed LEAP Market enhancements
The Securities Commission Malaysia and Bursa Malaysia issued a joint public consultation paper on 18 May 2026 proposing a set of enhancements to the LEAP Market, with the consultation period closing 15 June 2026. As at the date of this article, these remain proposals — not yet reflected in the LEAP Market Listing Requirements — and should not be relied on as current law. The main elements proposed: an alternative admission pathway for equity crowdfunding and venture capital/private equity-backed issuers meeting specified criteria, with ECF registered market operators or VC/PE firms acting as listing agents in place of an Approved Adviser; a simplified disclosure document format; retail investor access for the first time, subject to a total investment limit of RM250,000 at any one time, including RM100,000 per issuer in the primary market and RM100,000 per broker in the secondary market; a facility for advisers to take up to 50% of their advisory fees in ordinary shares, capped at 2% per adviser and 5% in aggregate and subject to a six-month disposal moratorium; and a transfer pathway to the ACE Market for eligible companies after two years on the LEAP Market, removing the existing mandatory withdrawal-of-listing and exit-offer requirement. A company planning a LEAP application now should factor in that the rules it lists under may look different from the rules in force a year or two later, particularly on investor access.
What happens if the legal groundwork isn't ready
The commercial cost of poor legal preparation rarely shows up as a rejected application — Bursa Malaysia's own process is adviser-driven, so the more common failure is the Approved Adviser declining to certify suitability, or pausing the process, until the company's records are fixed. In practice that means: the admission timetable slips by however long the fix takes, which is often longer than the listing process itself once corporate history goes back several years; the information memorandum has to be redrafted around disclosures that should have been resolved earlier, rather than described; related-party arrangements that surface late get renegotiated from a weaker position, under time pressure, with the Adviser and prospective investors watching; and if investor sentiment or the regulatory framework shifts in the meantime — as the 2026 proposals show it can — a company that lost months to record-cleaning may be listing under a different rulebook than the one it planned around.
Frequently Asked Questions
Does Legal That Works act as the Approved Adviser for a LEAP Market listing?
No. The Approved Adviser is a distinct, Bursa-recognised role that assesses commercial suitability and leads the listing application — typically an investment bank or corporate finance house. Legal That Works handles the legal preparation the Approved Adviser will test: corporate history, records, governance, constitution and material contracts.
Can retail investors buy shares listed on the LEAP Market?
Not currently. LEAP trading is restricted to sophisticated investors — the categories set out in the Securities Commission's Guidelines on Categories of Sophisticated Investors, which the LEAP Market Listing Requirements adopt by reference. Bursa Malaysia and the Securities Commission have proposed opening limited retail access, with a total investment limit of RM250,000 at any one time, but that proposal was still in consultation as at the date of this article and has not taken effect.
How long is the moratorium on promoters' shares after a LEAP listing?
Under Rule 3.07, the entire promoter shareholding is under moratorium for 12 months from admission, then at least 45% of the total number of issued shares must stay under moratorium for a further 36 months — extended further still if the company has not yet generated a full financial year of operating revenue. Plan around roughly four years of restricted dealing, not one.
What is the minimum public shareholding spread for a LEAP Market listing?
At least 10% of the total number of ordinary shares for which listing is sought must be in the hands of public shareholders at admission — the lowest spread requirement across Bursa Malaysia's three markets.
Does a company need a profit track record to list on the LEAP Market?
No. Unlike the ACE and Main Market, LEAP does not require a minimum profit history or market capitalisation, and no working capital test applies either. It does require a clearly identifiable core business, audited financial information for the last two financial years (or from incorporation, if shorter) in the information memorandum, and — in practice — corporate records clean enough to satisfy the Approved Adviser's due diligence.
Getting the legal groundwork ready
An Approved Adviser will test the company's corporate history, shareholding records and governance before they put their name on a LEAP application — and gaps found at that stage cost far more time than fixing them earlier would have. Legal That Works advises Malaysian companies on Bursa LEAP Market Listing Advisory — regularising corporate history and shareholding, bringing records and filings current, reviewing governance and constitution, and reviewing material contracts and related-party arrangements ahead of admission. If a LEAP listing is on the roadmap, this groundwork is worth starting before an Approved Adviser is even appointed.
This article is for general information only and does not constitute legal advice. Every transaction and every set of facts is different. Obtain specific advice from a qualified adviser before acting on any part of it.
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Author
AKMAL SAUFI MOHAMED KHALED
Managing Partner & Founder
Practice Area
Corporate
Finance
