Securities Commission Malaysia issues revised Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework

25 May 2026

On 30 March 2026, the Securities Commission Malaysia (“SC”) revised the Guidelines on Unlisted Capital Market Products (“Guidelines”) under the Lodge and Launch Framework (“LOLA”) to:

• facilitate the issuance of private debt notes and Islamic private debt notes by private companies to specific persons; and 
• enhance certain requirements in respect of control and risk management policies and procedures.

The key amendments include:

• the amendment of “Convertible Notes and Islamic Convertible Notes” to “Private Debt Notes and Islamic Private Debt Notes” to facilitate the issuance of other types of debt instruments in addition to convertible notes and Islamic convertible notes;
• clarification on the types of entities to which private debt notes and Islamic private debt notes may be issued in order to qualify for the exemption from complying with certain requirements under the LOLA relating to corporate bonds and sukuk issued by private companies to such entities (“Exemption”). While previously only persons registered with the SC under the Guidelines on the Registration of Venture Capital and Private Equity Corporations and Management Corporations fall within the Exemption, Section B, Part 5 of the Guidelines has now been expanded to include other specified licensed and registered persons;
• clarification on the eligibility criteria for the Exemption to apply in respect of the issuance and offering of private debt notes and Islamic private debt notes; and

• provision for the SC’s power to issue directives.