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INTRODUCTION TO LABUAN COMPANIES
All Labuan companies are governed by the Labuan Companies Act 1990, which provides for the incorporation of companies, either limited by shares/guarantee or unlimited, and the registration of foreign companies.
A Labuan company may conduct various business activities but not limited to the following:
- Advisory services (accounting & legal)
- Back-office support centre (admin, payroll and human resource)
- Business cooperation (agency services)
- Professional talent support
- Insolvency related services
- Labuan licensed financial business activity
- Investment holding
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Labuan companies share the following corporate characteristics
Basic Conduct
A Labuan company has the powers of a natural person.
Taxation
3% of net audited profit
No withholding tax, no capital gain tax, no stamp duty and good and services tax
Foreign exchange control
Deemed as a non-resident under the Malaysia foreign exchange administration rules and therefore is subject to a more liberal exchange control environment.
Qualifying Criteria
Residents and non-residents of Malaysia are permitted to establish a Labuan company.
Incorporation Timescale
Within 24 hours, subject to complete submission of necessary documents. Request may be expedited with an optional fast track fee.
Labuan pre-incorporated companies (LPCs) are also available.
Company Search
There are no publicly accessible records of Labuan companies.
Benefits
Shareholding and Directorship
Shareholding
Minimum of one (either individual or corporate entity).
No bearer shares are allowed.
Shares shall be of no par value.
No local shareholders requirements
Share capital
Minimum of USD 1
Directorship
Minimum of one (either individual or corporate entity).
Accounts
Required to prepare accounts
Records to kept in Labuan
Audited Accounts
Labuan companies which carry on Labuan Business Activities and licenses companies are required.
Labuan entities which are dormant, struck off, in the process of winding up or liquidation and which are not deriving any source of income, need not comply with substance requirements and are also exempted from audit requirements.
Run-off entities are required to comply with substance requirements. Labuan entities that do not meet substance requirements are subject to a higher tax rate of 24% of net profit under LBATA.
No publicly accessible records
Record-keeping
All Labuan companies (including branches and subsidiaries) shall maintain all accounting records for a period not less than six years from the date an account transaction has been completed.
Resident Secretary
Compulsory. Appoint one or more secretaries at least one of whom shall be a resident secretary, i.e. Labuan trust company.
Filing of Annual Returns
Filed annually not later than 30 days prior to the anniversary of the date of its incorporation.
Requirement
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Marketing office
No limit on number of establish office
Can be establish in any part of Malaysia
Outside Labuan office
Incorporation
Registration/Incorporation
The applicant must appoint a licensed Labuan trust company, which will conduct its own due diligence on the prospective client for the company formation.
Registered Office
The principal office of a Labuan trust company is deemed as the registered office of a Labuan company.
Redomicile
Change in domicile is permitted.
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Operational Requirements
The Labuan Companies Act 1990 requires the intended Labuan company to employ the services of a licensed Labuan trust company to act as its incorporation agent. Among the services offered by a Labuan trust company are:
- The provision of a registered office, resident secretary and director.
- The performance of secretarial duties of the Labuan company including lodgement of any documents required under the Labuan Companies Act 1990.
- The general management of all Labuan entities.
The general process for registering a Labuan company is as follows:
1、The applicant must appoint a Labuan trust company for the registration.
2、The applicant may reserve its company name with Labuan FSA. Labuan FSA will reserve the name for three months and has the discretion to reject the name.
(a)The name may contain any word or abbreviation thereof in the national language of any country that denotes a company limited by shares or guarantee.
(b)The name of a Labuan company may be written in any language, alphabet or characters. However, an English version of the name must be provided.
3、When registering the company, the application must be accompanied by the Memorandum and Articles of Association, a statutory declaration of compliance by the trust company and consent in writing of the person(s) to be appointed as director(s) of the company, together with the relevant fees.
4、For activities that require licensing, prior approval must be obtained to undertake such activities before the incorporation of the company.
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Substance requirement under Labuan Business Activity Tax Act (LBATA)
Pursuant to section 2B(1) (b) of LBATA, the Labuan entities shall, for the purpose of the Labuan business activity, have :
- an adequate number of full-time employees in Labuan; and
- an adequate amount of annual operating expenditure in Labuan, as prescribed by the Minister by regulations made under this Act.
Section 2B (1A) of LBATA provides that a Labuan entity carrying on a Labuan business activity which fails to comply with the substance requirement for a basis period for a year of assessment shall be charged to tax at the rate of twenty four per cent (24%) upon its chargeable profits for that year of assessment.
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Business transaction
Labuan Company is required to transact in currencies other than Ringgit Malaysia, except for the following purpose of
- defraying its administrative expenses and statutory expenses;
- holding of investments in a domestic company;
- holding of debt obligations in a domestic company; and
- other activities as permitted under Section 7(4) of the Labuan Companies Act 1990 as well as the Malaysian Foreign Exchange Administration Rules.
A Labuan company shall notify Labuan FSA within ten working days of the transaction if to deal with Malaysian residents.
- in relation to a natural person, a citizen or permanent resident of Malaysia; or
- in relation to any other person, a person who has established a place of business, and is operating in Malaysia.
- and includes person who is declared to be a resident pursuant to s.43 of the Malaysian Exchange Control Act 1953.
The amount of deductions allowed in respect of payments made by Residents to Labuan entities are as follows:
- Interest expense:75% deductible
- Lease rental:75% deductible
- General reinsurance premiums:100% deductible
- Other type of payments:3% deductible
“Resident” here refers to:
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Notification is not required when:
- the Labuan company carries on any licensed activity with a resident under the Labuan Financial Services and Securities Act 2010 or the Labuan Islamic Financial Services and Securities Act 2010.
- the Labuan company makes or maintains deposits with a person carrying on a business within Malaysia.
- the Labuan company makes or maintains professional contact with any counsel, attorney, accountant, bookkeeper, Labuan trust company or a corporation wholly owned by a Labuan trust company made available by the Labuan trust company to act or be appointed as a resident director or a resident secretary of a Labuan company, management company, investment adviser or other similar person carrying on business within Malaysia.
- the Labuan company prepares or maintains books and records within Malaysia.
- the Labuan company holds, within Malaysia, meetings of its directors or members.
- the Labuan company acquires or holds any lease of any property for the purpose of its operations or as accommodation for its officers or employees.
- the Labuan company holds shares, debt obligations or other securities in a company incorporated under this Act or in a domestic company, or holds shares, debt obligations or other securities including shares and any property provided as collateral to secure any borrowing for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money.
- A resident of Malaysia holding shares in that Labuan company.