EPU Approval 2026 Update: Bumiputera Equity Requirement Reverts from 50% to 30%

A property transaction may have been commercially workable at 30% Bumiputera equity, impossible at 50%, and workable again now.

That is not a theoretical difference.

For purchasers looking at qualifying disposals by government-linked companies and government-linked investment companies, the additional 50% Bumiputera equity condition introduced in late 2025 materially narrowed the pool of buyers that could proceed. In August 2026, that position changed again.

Legal That Works was directly informed by Ministry of Economy/EPU officials on 5 August 2026 that the operative equity requirement had reverted to 30%.

That direct engagement matters. The publicly available Guideline had continued to state 30% even during the period when an additional 50% condition was being applied administratively to certain high-value GLC and GLIC disposals. A business looking only at the published document could therefore see one percentage while encountering another in the approval process.

Our 5 August engagement gave us a current regulatory answer to that practical divergence: the Ministry's position had moved back to 30%.

There is still an important qualification. The temporary 50% condition does not appear in a formally published amended version of the Guideline located in our review, and we have likewise not located a separately published amendment announcing the August 2026 reversion. We therefore treat the 5 August communication as an important current administrative position, read together with the still-published 30% Guideline, rather than describing it as a new statutory rule.

For a live transaction, that distinction is important. The correct exercise is not simply to quote a percentage. It is to identify whether EPU approval applies, establish which equity condition the Ministry is applying to that transaction, and then structure the acquisition and SPA around the actual approval risk.

What Legal That Works confirmed through its 5 August 2026 engagement

The 5 August session was significant because it addressed a problem that transaction parties had been dealing with in practice: the published Guideline and the administrative approval condition were no longer telling exactly the same story.

The written Guideline effective 13 July 2022 continued to provide for at least 30% Bumiputera interest. Yet from late 2025, qualifying high-value GLC and GLIC disposals were being subjected to an additional 50% equity condition.

For clients, that difference was not academic. It affected whether an acquisition vehicle could qualify, whether a purchaser needed to alter its shareholding, whether a joint-venture structure remained workable, and in some cases whether the transaction could proceed at all.

At the session attended by Nur Khalis Johar Amin, Partner and head of our Conveyancing & Corporate Commercial team, on behalf of Legal That Works on 5 August 2026, Ministry of Economy/EPU officials informed attendees that the requirement had moved back to 30%.

That gives the change particular practical weight for our work. It was not information picked up only from market commentary after the event. Legal That Works had direct engagement with the officials administering the approval framework while the policy position was changing.

It also informs how we advise on EPU transactions more generally. Where an approval condition is being administered through current Ministry practice rather than a freshly amended public Guideline, we do not treat the published document as the end of the enquiry. The administrative position needs to be checked as part of transaction planning.

What changed from 30% to 50%, and now back to 30%?

The Ministry of Economy's Guideline on the Acquisition of Properties, effective from 13 July 2022, provides in paragraph 3.1 that a company subject to the relevant EPU approval conditions must have at least 30% Bumiputera interest.

That was the published baseline.

In November 2025, an additional condition was introduced for qualifying disposals of non-residential properties valued at RM20 million and above by government-linked companies (GLCs) and government-linked investment companies (GLICs). The Ministry was reported as requiring the purchasing company to have at least 50% Bumiputera equity for those transactions.

The 50% condition was then applied in practice to relevant applications received from 17 December 2025 onwards.

In early August 2026, the position changed again. The current administrative position is understood to have reverted to the 30% Bumiputera equity requirement.

That history matters because a transaction assessed in January 2026 may have faced a materially different practical approval condition from the same transaction assessed in August 2026.

Does this mean every EPU transaction now only needs 30% Bumiputera equity?

Do not use the change as a shortcut.

The first question remains whether the transaction requires Ministry of Economy approval at all.

Under the published Guideline, the main approval categories include a direct acquisition of property valued at RM20 million or more that reduces ownership held by Bumiputera interests and/or government agencies, and a defined indirect acquisition through shares that changes control of a Bumiputera-interest or government-agency-interest company whose property exceeds 50% of its total assets and is worth more than RM20 million.

For the full trigger test, see our guide to what EPU approval is and why it applies to a property purchase.

The 2025 move to 50% was an additional condition affecting a particular category of high-value GLC and GLIC property disposals. It should not be confused with the separate 50% tests that appear elsewhere in Malaysian land and corporate analysis, including control tests and the definition of a foreign company under the National Land Code.

Different percentages can answer completely different legal questions.

Why the distinction between the published Guideline and administrative practice matters

This episode is a useful reminder that EPU approval is not governed only by the text of a static document.

The published 2022 Guideline remained at 30% even while the Ministry was applying the additional 50% condition in practice to qualifying transactions. The position then reverted to 30% before a replacement public Guideline reflecting the intervening 50% position was located.

For transaction planning, that means there are two questions:

• What does the published Guideline say?

• What condition is the Ministry currently applying to this transaction?

A purchaser can answer the first question from the document and still get the transaction wrong if the second question is ignored.

That is why a high-value acquisition should be checked with the Ministry early, particularly where the seller is a GLC or GLIC, before the buyer restructures its shareholding, commits financing or accepts a completion timetable on the assumption that a particular equity percentage will apply.

What should a buyer do if its transaction was structured around the 50% rule?

Re-test the structure before continuing with it.

If the acquiring company changed its cap table, introduced additional Bumiputera shareholders, adjusted governance rights or abandoned the acquisition because it could not satisfy a 50% condition, the reversion to 30% may materially change the available options.

That does not mean the old structure should automatically be unwound.

The buyer should first establish:

• whether EPU approval is still required for the transaction;

• whether the transaction falls within the category previously subjected to the additional 50% condition;

• whether the Ministry will apply the current 30% position to the application;

• whether a prior rejection can be revisited or a fresh application should be made;

• whether any shareholder, financing or governance documents were changed because of the 50% condition; and

• whether changing the structure again creates tax, funding, control or contractual consequences elsewhere.

A regulatory change can remove one problem while creating another if the cap table is changed without looking at the whole transaction.

What if an EPU application was previously affected by the 50% condition?

The transaction may be worth reassessing.

If an application was refused, stalled, restructured or abandoned because the purchaser could not satisfy the temporary 50% condition, the return to 30% changes an important assumption that may have driven that outcome.

The next step should not be to assume that an old application automatically revives. Instead, the purchaser should approach the Ministry on the current position and establish whether a fresh application, renewed consideration or another procedural step is appropriate for that particular file.

The underlying transaction still has to satisfy the EPU approval framework. The approval trigger, ownership structure, any applicable exemption, paid-up capital requirements and supporting documents remain relevant.

The SPA may also have moved on while the regulatory position was changing. Parties should check the long-stop date, termination rights, deposit arrangements, financing availability and whether another condition precedent has already failed before assuming that a more workable equity requirement automatically makes the original deal live again.

Does the 30% position remove the need to build EPU approval into the SPA?

No.

A lower equity threshold does not turn the approval into a formality.

Where Ministry approval is required, the SPA should still identify it as a condition precedent, allocate responsibility for the application, require cooperation and information from both sides, and say what happens if approval is refused, delayed or granted subject to conditions that materially alter the transaction.

For the process and timing, see our guide to what triggers EPU approval for a sale and purchase and how long it takes.

For a purchaser negotiating the agreement itself, see what a purchaser must protect in a sale and purchase agreement subject to EPU approval.

The commercial lesson is straightforward: the percentage can change while the transaction is still alive. The agreement should be capable of surviving that uncertainty.

Do not confuse EPU approval with State Authority consent

The reversion to 30% does not change the separate State Authority consent regime under the National Land Code.

A transaction may require Ministry of Economy approval, State Authority consent, both, or neither. The tests are different.

For example, a foreign-owned Malaysian company may need State Authority consent because of its foreign voting shareholding even where the RM20 million EPU approval trigger is not met. Conversely, a non-Bumiputera acquisition of a qualifying GLC property may raise the Ministry approval issue even though the buyer's foreign ownership is not the reason the EPU framework applies.

Our guide to foreign ownership of Malaysian property, State consent and EPU approval sets out how the two regimes sit alongside each other.

Do not solve one approval and assume the land can complete.

What should parties do now?

For a transaction currently being negotiated or awaiting approval, the practical sequence is:

• Confirm whether EPU approval is actually triggered. Do not assume from price alone.

• Confirm the current equity condition with the Ministry for the actual transaction. The current position is understood to be 30%, but the recent history justifies checking.

• Revisit any structure built solely to meet the former 50% condition. Do this before changing shareholders or governance rights again.

• If an earlier application was rejected because of the 50% condition, assess whether to reapply. Check the SPA timetable at the same time.

• Keep State Authority and other regulatory approvals separate. The change to the EPU equity condition does not remove them.

• Draft the SPA around approval risk rather than an assumed outcome. The agreement should still work if the Ministry asks questions, imposes conditions or takes longer than expected.

The key mistake would be to treat the return to 30% as the end of the approval analysis.

It is only one part of it.

The current position in one sentence

As at 26 August 2026, the Ministry of Economy's published Guideline continues to provide for at least 30% Bumiputera interest, and the additional 50% condition previously applied to qualifying GLC and GLIC property disposals is understood to have been withdrawn, with the practical position reverting to 30% from early August 2026.

Because that change has been communicated through administrative practice rather than a separately published amended Guideline located in our review, a live transaction should still obtain current confirmation from the Ministry before relying on the percentage.

Frequently Asked Questions

Does the 30% reversion apply to every EPU transaction?

No. You still need to confirm EPU approval applies at all, then check which equity condition the Ministry is currently applying to that specific transaction.

My deal was restructured to meet the 50% condition — should I unwind it?

Not automatically. Re-test whether approval is still required, whether the current 30% position will apply, and whether reversing earlier changes creates other tax, funding or contractual consequences.

Can a previously rejected EPU application be revived now?

It may be worth reassessing with the Ministry, but an old application does not automatically revive — check the current SPA timetable, long-stop date and whether another condition precedent has already failed.

Does 30% mean EPU approval can be left out of the SPA?

No. Where approval is required, it should still be a condition precedent with clear responsibility, cooperation, and refusal or delay provisions.

Does this change affect State Authority consent under the National Land Code?

No. State Authority consent is a separate regime and is unaffected by the Bumiputera equity reversion.

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.

How Legal That Works can assist

If you are buying or selling a property that may require Ministry of Economy approval, Legal That Works can assess whether approval applies, test the current equity condition against your transaction, structure the SPA around the approval risk, prepare the application and deal with conditions imposed, through our Sale and Purchase with Economic Planning Unit Approval service.