Labuan

 

  • Procedure to Incorporate

Submission to the Registry of:
        Memorandum and Articles of Association,
        Consent form to act as a director,
        Statutory Declaration of Compliance with the Companies Act
        Certificate of Identity
        Statutory declaration by persons before appointments as directors
        and the requisite fee.

 

  • Restrictions on Trading
An Offshore Company shall only carry on business in, from or through Labuan. An Offshore Company may not: carry on business with a resident of Malaysia except as permitted by the Offshore Banking Act 1990; carry on the business of Banking or Insurance or such similar business unless it is licensed so to do under the Offshore Banking Act 1990 or the Offshore Insurance Act 1990; carry on business in the Malaysian currency except for defraying its administrative and statutory expenses; carry on business of shipping or petroleum operations in Malaysia or carry on business as a trust company.

Exceptions to carrying on business with residents of Malaysia:-

An Offshore Company is not treated as carrying on business with residents of Malaysia if it makes or maintains deposits with a person carrying on business in Malaysia; it makes contact with professional advisers carrying on business in Malaysia; it prepares and maintains books and records in Malaysia; it acquires or holds any lease or property for operational purposes or accommodation of its employees; it holds directors' or members' meetings within Malaysia; it holds shares, debt obligations, or other securities in a company incorporated under the Offshore Companies Act 1990 or in a domestic company, or holds shares, debts obligations or other securities for the purposes of a transaction entered in to in the ordinary course of a money-lending business.

  • Powers of a Company
A company incorporated in Labuan has the same powers as a natural person.

  • Language of Legislation and Corporate Documents
English.

  • Registered Office Required
Yes and Licensed Agent.

  • Shelf Companies Available
No.

  • Name Restrictions
Names resembling the name of a company incorporated or registered under the Companies Act 1965 are not acceptable. Names that in the opinion of the Registrar suggest Royal or government patronage. Names, which the Registrar considers undesirable, will be rejected.

  • Language of Name
Offshore companies are allowed to have names in a foreign language, provided they use the Latin alphabet.

  • Names Requiring Consent or a Licence
Bank, building society, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents.

  • Suffixes to Denote Limited Liability
Limited, Corp, BV, Pty, Ltd. If the Malaysian word Berhad is used then it must be preceded by "(L)" to denote that the company is incorporated in Labuan.

  • Disclosure of Beneficial Ownership to Authorities
No.

  • Authorised and Issued Share Capital
The standard authorised capital is US$10,000 divided in to 10,000 shares of US$1. The minimum issued capital is one share, which may be fully or partly paid.

  • Classes of Shares Permitted
Registered shares of par value, preference shares, redeemable shares and shares with no voting rights.

  • Taxation
Offshore Companies that do not trade do not pay tax.

  • Double Taxation Agreements
Labuan, being a region of Malaysia, is party to over sixty three double tax agreements however these treaties do not apply to a Non Trading Company.

  • Licence Fees
RM 2,600 per annum.

  • Financial Statement Required
A set of accounting records must be kept in Labuan. Non-trading (i.e. investment and holding companies) and trading companies which elect to pay tax of RM 20,000 p.a. are not required to file financial statements.

    Such companies are exempt from appointing an auditor if they are not a licensed offshore bank or insurance company, did not invite the public to subscribe for shares or debentures or to deposit money with or lend money to the company and the members of the company have resolved that no auditor be appointed.

  • Directors
The minimum number of directors is one.  Corporate directors are allowed. Directors may be of any nationality and need not be resident in Labuan or Malaysia.

  • Company Secretary
A Labuan company must have a resident company secretary, who must either be an officer or a subsidiary of a licensed Labuan trust company. Additional company secretaries, who need not be Malaysian resident, may be appointed.

  • Shareholders

The minimum number of shareholders is one.

 

 

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