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INTRODUCTION TO LABUAN PARTNERSHIPS
The governing legislation for the establishment of Labuan partnerships is the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010. There are two forms of partnerships in Labuan IBFC, namely:
- Limited partnerships
- Limited liability partnerships
The legislation provides a flexible partnership vehicle to entrepreneurs and businessmen with the benefit of limited liability. All registration documentation must be submitted to the Labuan Financial Services Authority (“Labuan FSA”) through a registered trust company.
ZTJX Trust Ltd is a licensed trust company in Labuan and may assist you with the establishment and administration of your Labuan Limited Partnership and Labuan Limited Liability Partnership.
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LABUAN LIMITED PARTNERSHIPS
A Labuan limited partnership is a business entity comprising two or more partners of which the minimum number of partners is two: one general partner and one limited partner. The maximum number of partners allowed is 50.
Partners may be a corporation, except for firms which are set up to offer professional services; in which case, it must consist of natural persons and be supplemented with professional indemnity insurance coverage issued by an insurer approved by Labuan FSA.
A general partner shall have all the rights and powers and shall be subjected to all the restrictions and liabilities of a partner. They, therefore:
- Have management control.
- Share the right to use partnership property.
- Share the profits of the firm in predefined proportions.
- Have joint and several liabilities for the debts of the partnership.
General Partner
A limited partner contributes capital to the partnership but does not participate in the daily operations of the company. The limited partner shall not be liable as a general partner, unless the limited partner participates in the management of the limited partnership.
Limited Partner
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Advantages
Excellent choice for individuals who lack the time or expertise to run a business but who would like to participate in the profits.
Limited partners may leave or be replaced without the Limited Partnership being dissolved.
Commonly used for joint venture. Liability for limited partners merely is capital which they invest in the business. Added benefit, they are also personally shielded from the partnership’s debts and other liabilities.
Commonly used for private equity fund.
Operational Requirements
- A Labuan limited partnership must have a registered office in Labuan, which shall be the registered office of a Labuan trust company. A register showing the particulars of the Labuan limited partnership as well as its constituent document must be kept in this office.
- A limited partnership has the duty to keep proper accounting and records, which could sufficiently and accurately explain its transactions and financial position. These records must be kept at the registered office or any other suitable place in Labuan and accessible by all partners for inspections at all times.
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The general process for registering a limited partnership involves the following
Registration requirements
The applicant must appoint a Labuan trust company for the registration, which would conduct due diligence on the applicant. All documentation required to be submitted to Labuan FSA must be filed through a Labuan trust company.
A Labuan limited partnership shall have either the words “Limited Partnership”, “Ltd.P.”, “LP” or “L.P” as part of its name (any other abbreviations in romanised characters or words in the applicant’s national language which connotes a limited partnership or any abbreviation which may be approved by Labuan FSA).
The application for registration must be accompanied by the relevant documents and payments.
The name may be in foreign characters, alphabets or languages, provided that an accurate and certified rendition of the name in the English language is clearly stated in all its documents.
- Annual Government Fee: Pay annual fee on or before its anniversary date of registration.
- Annual Tax Filing: Annual tax return needs to be filed with the Malaysian Director General of Inland Revenue by 31 March of that year of assessment. Normally, an extension of time for filing is allowed by the Inland Revenue.
Annual obligations
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LABUAN LIMITED LIABILITY PARTNERSHIPS
A limited liability partnership is a business entity comprising two or more partners, who operate or manage a business together. It is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. It is capable of entering into contracts and holding property in its own name.
The minimum number of partners for a limited liability partnership is two: one designated partner and one limited partner.
A limited liability partnership is a type of business entity that permits a partner to be shielded from liability for partnership obligations created by the misconduct of another partner or person. It protects members from personal liability, except to the extent of their investment in the LLP.
The Labuan LLP is a taxable entity for income tax purposes. Distributions out of the after-tax profits are tax-exempt in the hands of the partners.
Advantage
- Commonly used for joint venture business. The liability of each interested party involved in the joint venture business is only limited to the amount of capital invested and terms in the partnership agreement.
- Limited liability of partners.
- Perpetual succession.
- Powers of a natural person.
- Any change in the partners of a Labuan Limited Liability Partnership (Labuan LLP) shall not affect the existence, rights or liabilities of the Labuan LLP.
- An individual or a corporation may be a partner in a Labuan limited liability partnership.
- The minimum number of partners to form a Labuan limited liability partnership is two.
- There must be at least one designated partner who shall assume the responsibilities of all matters and is personally liable for any penalties, if found contravening the Act.
- A limited liability partnership has the duty to keep proper accounting and records, which could sufficiently and accurately explain its transactions and financial position. These records must be kept at the registered office or any other suitable place in Labuan and accessible by all partners for inspections at all times.
- An annual solvency certificate is expected to be filed with Labuan FSA on or before the anniversary registration date of the partnership.
Operational Requirements
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Registration Requirements
The general process for registering limited liability partnership involves the following
申请人必须任命一家纳闽信托公司代为办理注册登记事宜。所任命的信托公司应负责对申请人进行尽职调查。所有需要提交给纳闽金融服务管理局的文件必须均必须通过纳闽信托公司提交。
A Labuan limited liability partnership shall have either the words “Labuan Limited Liability Partnership”, “(Labuan) L.L.P.” or “Labuan LLP” as part of its name (any other abbreviations in romanised characters which connotes a limited liability partnership as may be approved by Labuan FSA).
The application for registration must be accompanied by the relevant documents and payments.
The name may be in foreign characters, alphabet or language provided that an accurate and certified rendition of the name in the English language is clearly stated in all its documents.
The applicant must appoint a Labuan trust company for the registration, which would conduct due diligence on the applicant. All documentation required to be submitted to Labuan FSA must be filed through a Labuan trust company.
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Annual obligations
- Annual Government Fee: Pay annual fee on or before its anniversary date of registration.
- Annual Solvency Certificate: File with Labuan FSA an annual solvency certificate on or before its anniversary date of registration.
- Annual Tax Filing: Annual tax return needs to be filed with the Malaysian Director General of Inland Revenue by 31 March of that year of assessment. Normally, an extension of time for filing is allowed by the Inland Revenue.