Intra-Group Loans: Malaysia’s New Transfer Pricing Rules
Lending between companies in your own group — or to and from directors — is no longer a grey area. The IRB’s new MFTIL guidelines (30 July 2026) set out when a loan is really a loan, how to price the interest at arm’s length, and a Simplified Method that lets smaller groups simply apply BNM’s published rates.
Concept 01
Scope — Start with the MTPG 2024
The MFTIL does not stand alone. Its reach is defined by the Malaysia Transfer Pricing Guidelines 2024 — which catches more businesses than most expect, yet expressly excludes certain categories from documentation.
Who Is Caught — and Who Is Excluded
The transfer pricing rules apply to all controlled transactions between associated persons where at least one party is taxable in Malaysia — and the MTPG 2024 is explicit that this includes financial assistance: loans, interest-bearing trade credit, advances, guarantees and security. So an ordinary Sdn Bhd advancing funds to its sister company is squarely within scope, not just multinationals.
To ease the compliance burden, however, paragraph 1.5 of the MTPG 2024 excludes four categories from preparing any transfer pricing documentation (CTPD):
Individuals Not in Business
Individuals who are not carrying on a business are not required to prepare a CTPD at all.
Domestic-Only Sole Proprietors & Partnerships
Individuals carrying on a business (including partnerships) who engage only in domestic controlled transactions.
Total Controlled Transactions ≤ RM1 Million
A person whose controlled transactions total not more than RM1 million — the genuine de minimis for documentation.
Qualifying Domestic-Only Transactions
A person entering solely into domestic controlled transactions with another person where both parties (i) do not enjoy tax incentives; (ii) are taxed at the same headline rate; or (iii) have not suffered losses for two consecutive years prior to the transactions.
Above those exclusions sit two documentation tiers. A full CTPD is required where annual gross business income exceeds RM30 million 和 cross-border controlled transactions total RM10 million or more — or where controlled financial assistance provided or received exceeds RM50 million annually. Everyone else in between may prepare a minimum CTPD with reduced content.
| Tier | Who Falls Here | Documentation Duty |
|---|---|---|
| Excluded from CTPD | The four paragraph 1.5 categories above — including groups with ≤ RM1m total controlled transactions and qualifying domestic-only groups | No CTPD — but arm’s length pricing still applies, and supporting records must be kept (para 1.6) |
| Minimum CTPD | Above paragraph 1.5, but below the full-CTPD thresholds | Reduced-content documentation, completed before the tax return due date |
| Full CTPD | Income > RM30m 和 cross-border transactions ≥ RM10m; or financial assistance > RM50m annually | Full documentation under the TP Rules 2023, completed before the tax return due date |
Excluded from documentation is not excluded from the rule
Paragraph 1.6 is unambiguous: even excluded persons must still comply with the arm’s length principle and keep records proving it. And note Scenario G in the MTPG 2024 — the domestic-only exclusion in paragraph 1.5(d) can apply even where financial assistance exceeds RM50 million. That describes many purely domestic Malaysian SME groups: no CTPD, but the interest rate must still be defensible — which is exactly where the Simplified Method in Concept 05 comes in.
Concept 02
Is Your “Loan” Really a Loan?
Before any interest rate can be tested, the MFTIL asks a prior question: does the funding have the true characteristics of debt — or is it equity wearing a loan agreement?
Debt vs Equity — Substance Over Form
A “purported loan” is an arrangement labelled as a loan between associated persons that, on closer examination, behaves like a contribution to equity. The label carries no weight — each arrangement is examined on its own merits against criteria such as:
| Criteria | Debt | Equity |
|---|---|---|
| Obligation to repay | Fixed, enforceable obligation to repay principal and interest | No obligation; repayment depends on profits or management discretion |
| Maturity | Repayment scheduled on a specific date or on demand | No fixed maturity; perpetual or redeemable at issuer’s discretion |
| Return | Interest predetermined, independent of profitability | Return depends on profits and dividends; not fixed |
| Ranking on liquidation | Ranks as a creditor, before equity holders | Residual claim, after debt obligations |
| Management rights | No participation in the borrower’s management | Usually voting rights or influence in management |
| Enforcement | Enforceable in court as a debt contract | Limited legal recourse; depends on the residual claim |
| Accounts & tax | Classified as a liability; treated as an interest-bearing loan | Classified as equity; treated as capital contribution |
No single criterion decides the question — and crucially, ticking the loan boxes on paper is not enough. Even with a formal agreement, fixed schedule and stated rate, the transaction must reflect genuine economic substance. Example 1 shows what happens when it doesn’t:
Once subsection 140A(3A) is invoked, the “loan” may be recharacterised as an equity contribution — interest deductions disallowed, additional tax liabilities raised, and surcharges imposed. Alternatively, if the DGIR accepts the structure but not the rate, the charged rate is simply substituted with an arm’s length rate.
The paperwork test is necessary but not sufficient
Many groups paper their inter-company advances with template loan agreements and assume the deduction is safe. The MFTIL says the DGIR looks at conduct: would an independent lender have advanced these funds, on these terms, to this borrower? If the honest answer is no, the deduction is at risk regardless of the agreement.
Concept 03
Creditworthiness & the Free Ride of Group Support
The borrower’s credit standing drives the arm’s length rate — and belonging to a group can improve that standing without costing anyone anything.
Rate the Borrower Like a Bank Would
An independent lender prices a loan off the borrower’s credit risk — so a transfer pricing analysis must do the same. For larger borrowers, ratings from RAM Ratings, Moody’s or Standard & Poor’s may be referred to; for SMEs, the guidelines point to CTOS reports and BNM’s CCRIS as accepted sources of creditworthiness assessment. Where a specific debt issuance carries its own rating, that issue rating is preferred over the group rating when comparable.
Group membership then cuts in a way many find counter-intuitive. An entity may borrow more cheaply simply because lenders expect the group to stand behind it — implicit support. Example 2:
Implicit support is free — a guarantee is not
The rating uplift an entity enjoys purely from being part of the group arises passively and requires no payment and no transfer pricing adjustment. The extent of the uplift depends on how central the entity is to the group’s strategy — a peripheral entity is assessed closer to its stand-alone position. Contrast this with an explicit guarantee, which is itself a controlled financial transaction to be priced.
Concept 04
Pricing the Interest Rate
Two principal approaches: comparable market rates first, cost of funds where no comparables exist — and a special carve-out for directors’ loans.
CUP First, Cost of Funds as Fallback
One boundary first: a loan or advance from a company to its director is not priced under these guidelines at all — section 140B of the ITA prescribes the deemed interest computation, and that result is regarded as arm’s length. But a loan from a director to the company remains within s.140A, with interest assessed under paragraph 4(c).
Comparable Uncontrolled Price (CUP)
Deep lending markets make reliable comparables unusually available for loans — bond yields, third-party loans, interbank rates, commercial databases. Benchmark against borrowers with the same credit rating and sufficiently similar terms; expect a range of rates, not one market rate. Risk-heightening features (long maturity, no security, subordination, high-risk use) push the rate up; strong collateral, guarantees and covenants pull it down. Internal CUPs count too — but a group’s average external borrowing rate is generally unsuitable.
Cost of Funds
Where no comparables exist: the lender’s borrowing cost + arranging and servicing expenses + risk premium + an appropriate profit margin. It must be sanity-checked against market rates — a lender cannot price off an inefficient cost base. Where funds merely pass through an intermediary to the ultimate borrower, only an agency margin is defensible, not a full financing spread. And internal funds are not free: retained earnings carry an opportunity cost (e.g. foregone fixed-deposit income) that belongs in the analysis.
Loan fees and charges — arrangement fees, commitment fees on undrawn facilities — are treated like any other intra-group transaction, bearing in mind that independent lenders’ fees may reflect capital-raising and regulatory costs an associated lender does not incur.
Concept 05
The Simplified Method — BNM Rates Without a Study
The headline relief: eligible taxpayers may elect BNM’s published deposit rate or Average Lending Rate as the arm’s length rate — no comparability analysis required.
Deposit Rate or ALR — Who Qualifies
The Simplified Method cannot be used where the loan capital is itself borrowed and on-lent to the ultimate borrower — genuine internal funding only for the deposit rate. The eligibility conditions for each designated rate:
Deposit Rate (BNM Average Fixed Deposit Rate)
All of the following: (a) taxpayer not in the business of borrowing and lending; (b) interest income taxed under paragraph 4(c); (c) loan sourced from the taxpayer’s internal funds; (d) denominated in Ringgit Malaysia; (e) aggregate intra-group loans in the YA ≤ RM50 million; and (f) lending only to associated persons resident in Malaysia.
Average Lending Rate (BNM ALR)
All of the following: (a) taxpayer not in the business of borrowing and lending; (b) interest income taxed under paragraph 4(c); (c) denominated in Ringgit Malaysia; and (d) aggregate cross-border intra-group loans in the YA ≤ RM50 million.
The decision path, summarising the guideline’s flowchart:
The election continues year to year while all conditions remain met; fail any condition and a comparability analysis becomes necessary. Note also two review powers and one concession: the DGIR may substitute the pricing method he considers most appropriate, and may substitute or impute interest rates (with surcharge exposure on any adjustment) — while taxpayers pricing under a non-simplified method may keep their established rate for up to three years where facts remain unchanged.
For most SME groups, this is the practical answer
A typical Malaysian group lending a few million ringgit of retained earnings between its own resident Sdn Bhds ticks every deposit-rate condition. Charge BNM’s published rate, keep the six evidence items (Concept 06), and the arm’s length question is answered without a single benchmarking study — and paragraph 3.29 confirms even taxpayers excluded from CTPD may use the Simplified Method as their proof of compliance.
Concept 06
Documentation, Deadlines & Legal Traps
The MFTIL closes with compliance mechanics — and four provisions that catch taxpayers even when the interest rate itself is right.
What to Keep, When to Produce It, What Still Bites
Loan agreements must record the parties, financing date, amount, interest rates and interest-charging policy, and taxpayers must show they consistently review existing agreements for arm’s length terms. Simplified Method users keep six items of evidence: the agreement; confirmation the source is internal funds; currency, amount and terms; confirmation the company is not in the lending business; proof of RM denomination and the threshold; and proof the rate applied comes from BNM’s or the IRBM’s official publication.
14 Days on Written Notice
CTPD is not filed with the return, but must be submitted within fourteen days of the DGIR’s written notice — failure may constitute an offence under s.113B. Prepare in Bahasa Malaysia or English only.
Seven Years, Kept in Malaysia
All records including the CTPD must be retained for seven years; failure is a criminal offence under s.119A — fine of RM300 to RM10,000, imprisonment up to one year, or both.
s.140C Interest Restriction
Even a perfectly arm’s length interest charge remains subject to the earnings-stripping restriction in section 140C when computing the deduction — arm’s length pricing and deductibility are separate questions.
s.29(3) — Taxed When Due, Not When Paid
Between related persons, the lender is deemed to receive interest on the date it falls due, whether or not payment is actually made. Deferring collection does not defer the tax.
Deduction timing has its own rule too
On the borrower’s side, interest is deductible under paragraph 33(1)(a) read with subsections 33(2) and 33(4) only when the interest is due to be paid. Groups that accrue interest indefinitely without it falling due create a mismatch: the lender may be taxed under s.29(3) while the borrower’s deduction position needs careful review.
Common Questions
Intra-Group Loans — 常见问题
The questions business owners and finance teams ask most.
Is there a de minimis amount exempted from these rules?
For documentation, yes: under paragraph 1.5 of the MTPG 2024, a person whose total controlled transactions do not exceed RM1 million is not required to prepare a CTPD — and qualifying domestic-only transactions are excluded even above the RM50 million financial-assistance threshold. For the arm’s length principle itself, no: paragraph 1.6 requires even excluded persons to price at arm’s length and keep records proving it. Small gets you a shortcut, not an exit.
Do I need to charge interest on loans between my own Sdn Bhds?
Yes — companies in common ownership are associated persons, so the loan is a controlled financial transaction and the interest must be at arm’s length. The practical route for most domestic groups is the Simplified Method: lend from internal funds in Ringgit, stay within RM50 million aggregate, and apply BNM’s published deposit rate. An interest-free loan risks the DGIR imputing interest, with surcharge exposure on the adjustment.
What about loans to or from directors?
Direction matters. A loan from the company to a director (from internal funds) falls under section 140B — a prescribed deemed-interest computation that is treated as arm’s length, with no de minimis. A loan from a director to the company stays under section 140A: the arm’s length principle applies and the director’s interest income is assessed under paragraph 4(c).
Can our group still keep existing interest-free advances?
They should be reviewed rather than left alone. The DGIR may substitute or impute an arm’s length rate, adjustments carry surcharge risk, and an advance with no repayment terms may even be recharacterised as equity — disallowing any interest and complicating the capital position. Converting old advances into properly documented loans at the Simplified Method rate is usually a modest, worthwhile fix.
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Disclaimer
This page is a summary of key concepts in the IRB’s Malaysia Transfer Pricing Guidelines — Controlled Financial Transactions: Intra-Group Loans (MFTIL) and related provisions of the Malaysia Transfer Pricing Guidelines 2024, prepared for educational purposes only. It does not constitute tax, legal, or accounting advice. Transfer pricing outcomes are fact-specific — readers should refer to the full official documents at www.hasil.gov.my and consult a qualified tax professional such as CA Low & Co before making decisions based on this content. The IRBM may revise its position, and the examples used here are simplified illustrations of the guidelines’ examples, which are themselves not exhaustive.
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