COUNTRY

Labuan

LABUAN COMPANY INCORPORATION

Company incorporation Labuan is known for its attractive taxation incentives. Labuan is a special region located in Malaysia. This has made it a popular destination for international investors and Malaysians looking to set up a company.

There are two main types of company structures available for foreign investors intending to incorporate Labuan company: a non-trading company and a trading company.

A non-trading company, also known as a holding company, is typically used for investment purposes. This type of company is not actively engaged in business operations and is mainly used as a vehicle for holding assets, such as shares in other companies.

On the other hand, a trading company is the most common type of company structure for businesses that are actively operating in the market. These companies engage in buying and selling goods or services and are subject to the standard corporate income tax rate in Malaysia.

In addition to these two main types of company structures, foreign investors in Labuan have the option to set up a Labuan International Business and Financial Centre (IBFC) company. This type of company is subject to a lower corporate income tax rate and is intended for businesses engaged in international trade or finance.

In terms of setting up a company in Labuan, foreign investors will need to go through the same process as in Malaysia, including registering a company In Labuan IBFC and obtaining the necessary licenses and permits.

However, it is worth noting that Labuan also has its own set of regulations and requirements that must be met.

KEY REQUIREMENTS OF COMPANY INCORPORATION IN LABUAN

Labuan Company Incorporation

TIMELINE OF COMPANY REGISTRATION IN LABUAN

Incorporation of a Labuan Company
1 Week
Corporate Bank Account Opening
4 Weeks

Shareholder and Shares

Labuan does not have any restrictions on foreign ownership, allowing a Labuan company to be entirely owned by foreign individuals or corporate shareholders. Shareholders are also permitted to serve as the sole director, eliminating the need for a nominee director.

Share Capital

The minimum share capital requirement for a Labuan company is RM 1. The Malaysian government does not impose any restrictions on capital repatriation, providing flexibility for shareholders.

Directors

There are no resident director requirements in Labuan, allowing any foreigner to serve as the sole director and shareholder of the company.

Company Secretary

All Labuan companies are required to appoint a Labuan resident company secretary within 30 days of incorporation.

Registered Office Address

A Labuan company is required to have a registered office in Labuan, which can be a physical or virtual office or the office address of the company secretary.

LABUAN BUSINESS ACTIVITY TAX

Labuan is known for its attractive tax incentives, which include a lower business activity tax rate for certain types of companies. The standard corporate income tax rate in Malaysia is 24%. However, companies in Labuan that are engaged in international trade or finance can apply for a Labuan International Business and Financial Center (IBFC) status.

Companies with IBFC status are subject to a lower business activity tax rate of 3%, making it a very attractive option for businesses looking to reduce their tax liability.

Additionally, Labuan companies are also exempt from withholding tax on interest, royalties, and dividends paid to non-residents, further reducing their tax burden. Moreover, Labuan does not impose any sales tax, service tax, or value-added tax (VAT) on businesses, which adds to the attractiveness of the region as a business hub.

TYPES OF BUSINESS ENTITIES IN LABUAN

There are several types of International Business Companies (IBCs) available for foreign investors in Labuan, which provide different options to suit the various needs of businesses.

Each type of IBC has its own set of regulations and requirements that must be met, and it’s important to consult a legal advisor or professional to determine the best type of IBC for your business.

Labuan Trading Company

This type of company is engaged in the buying and selling of goods or services and is subject to the standard corporate income tax rate in Malaysia.

It is the most common type of company structure for businesses that are actively operating in the market. This type of company is suitable for businesses that want to engage in trading activities such as import, export, and manufacturing.

Labuan Non-Trading Company

Also known as a Labuan holding company, this type of company is not actively engaged in business operations and is mainly used as a vehicle for holding assets, such as shares in other companies. It is not subject to corporate income tax in Malaysia. This type of company is suitable for businesses that want to invest in other companies or hold assets such as real estate, intellectual property, and others.

Labuan International Business and Financial Center (IBFC) Company

This type of company is intended for businesses that are engaged in international trade or finance and is subject to a lower corporate income tax rate of 3%. It is designed to attract businesses that are engaged in international trade, finance, and other related services.

It’s important to note that companies with IBFC status are required to maintain a certain level of operational activities in Labuan and must comply with the regulations and guidelines set by the Labuan Financial Services Authority (Labuan FSA).

Labuan Islamic Financial Services Authority (IFSA) Company

This type of company is intended for businesses that provide Islamic financial services and is subject to the same tax incentives as an IBFC company. It is designed to attract companies that want to provide Islamic financial services such as Islamic banking, takaful, and Islamic capital market services.

Labuan Trust Company

This type of company is intended for providing trust and fiduciary services and is subject to the same tax incentives as an IBFC company. It is designed to attract companies that want to provide trust and fiduciary services such as trustee services, estate planning, and family office services.

Labuan Foundation

This type of company is a legal entity that can be used for wealth management, philanthropy, and other purposes. It is subject to the same tax incentives as an IBFC company. It is designed to attract companies that want to establish a foundation for philanthropic or other purposes.

HOW RELIN CONSULTANTS HELP YOU TO SET UP A COMPANY IN LABUAN?

To incorporate a Labuan Company, you must first appoint a licensed Labuan Trust company or agent to act as your application agent. Relin Consultants can assist you with the company set up in Labuan.

Pre-Registration:

Step 1 – Reservation of Company Name: Similar to most government authorities, name reservation is mandatory. The Labuan government can reject the name if it involves a name that the register is not willing to accept. The Labuan IBFC will usually approve the name within 24 hours of application, and the name can be reserved for at least three months. The government fee for the application of reservation of name is RM 50.

Step 2 – Once the Company name is approved, the agent acting on your behalf will be able to submit the company registration form Labuan to the authorities. The following documents will be required during the submission stage: a Memorandum and articles of association of the Labuan Company, a business registration fee and a license fee in Labuan is approximately RM6,000, and consent letters and declarations from the directors willing to act as the company’s directors.

Once the company is incorporated, you will receive a copy of the Certificate of incorporation and business registration certificate Labuan. 

Post-Registration:

Step 3Labuan Corporate Bank Account Opening: Once the company is incorporated, you can now proceed with opening a Malaysian corporate bank account or an International bank account. Relin Consultants will be able to assist you with the same by providing you with a one-stop solution. It is advisable to prepare a business plan.

Step 4 – Visa Application for a nonresident director or employee: If you wish to employ a foreigner or if you are a business owner wishing to reside in Malaysia, you may now proceed with the Malaysia Work Permit Visa application.

Step 5 – Compliance and Annual Requirements: All Labuan companies are required to maintain a set of accounts and maintain their annual accounting, tax, and compliance obligations. It is important to refer to Labuan’s annual requirements, such as filing annual returns, financial statements, and other compliance documents.

Additionally, a Labuan company is required to appoint a Labuan resident company secretary within 30 days of incorporation and to maintain a registered office address in Labuan. In addition, selected business activities will require a business license for Labuan. 

It is important to note that all the above steps are subject to change as per the regulations and policies of Labuan Financial Services Authority (Labuan FSA), and it’s always best to consult a legal advisor or professional to ensure compliance with the laws and regulations of Labuan.

PROS AND CONS OF REGISTRATION A COMPANY IN LABUAN

PROS

Attractive tax incentives

Attractive tax incentives

Labuan is known for its attractive tax incentives, which include a lower business activity tax rate for certain types of companies, and exemptions from withholding tax on interest, royalties, and dividends paid to non-residents.

Flexibility in company structures

Flexibility in company structures

Labuan offers a variety of International Business Companies (IBCs) options with different regulations and requirements, each type of IBC offers different benefits and tax incentives.

No restrictions on foreign ownership

No restrictions on foreign ownership

Labuan does not have any restrictions on foreign ownership, allowing a Labuan company to be entirely owned by foreign individuals or corporate shareholders.

Capital repatriation

No resident director requirements

There are no resident director requirements in Labuan, allowing any foreigner to serve as the sole director and shareholder of the company.

No resident director requirements

Capital repatriation

The Malaysian government does not impose any restrictions on capital repatriation, providing flexibility for shareholders.

CONS

Limited Market access Labuan

Limited Market Access

Labuan is a small island nation, and as such, it may not have the same level of market access as other larger business hubs in Southeast Asia.

Limited Local Talent

Limited Local Talent

Labuan may not have the same level of local talent as other larger business hubs in Southeast Asia, which could make it difficult to find skilled workers for certain types of businesses.

FAQs

Does a Labuan Company need to have its financial statements audited?

A Labuan company is required to maintain its financial records and prepare its financial statements by the Financial Reporting Act 2013 and the Financial Reporting Standards. And all Labuan companies are required to have their financial statements audited by an approved auditor as per the Labuan Business Activity Tax Act 1990.

The Financial Reporting Act 2013 requires all Labuan companies to prepare their financial statements by the Financial Reporting Standards (FRS) issued by the Malaysian Accounting Standards Board. The auditing of the financial statements is an important part of ensuring that the financial statements are accurate and reliable. The auditor will assess whether the financial statements present a true and fair view of the company’s financial position and performance.

It’s important to note that a Labuan company that is not carrying on any business activity in Malaysia and the company is not holding any investment in Malaysia, then the company is not required to appoint an auditor and file its financial statements with the Labuan Financial Services Authority (Labuan FSA) and the Companies Commission of Malaysia (SSM).

Can I incorporate a company without traveling to Labuan?

Yes, it is possible to incorporate a company in Labuan without traveling there. The process can be done remotely with the assistance of a licensed Labuan Trust company or agent, such as Relin Consultants, who can act as your application agent. This can include handling the reservation of the company name, submitting the incorporation forms, and assisting with opening a corporate bank account.

However, it is important to note that certain documents may still need to be physically signed and notarized, such as the Memorandum and Articles of Association, consent letters and declarations from the directors, and others. These documents can be signed and notarized in your country of residence and then sent to the agent to be submitted to the Labuan authorities.

Are there any other annual requirements for a Labuan Company?

Yes, in addition to the requirement to have its financial statements audited, a Labuan company has other annual requirements that must be met to maintain its compliance with the laws and regulations of Labuan. Some of these requirements include:

  • Filing of Annual Returns: Labuan companies are required to file annual returns with the Labuan Financial Services Authority (Labuan FSA) and the Companies Commission of Malaysia (SSM) within 42 days after the company’s anniversary date.
  • Appointment of Company Secretary: All Labuan companies are required to appoint a Labuan resident company secretary within 30 days of incorporation and maintain this appointment throughout the company’s existence.
  • Maintenance of Registered Office Address: Labuan companies are required to maintain a registered office address in Labuan, which can be a physical or virtual office or the office address of the company secretary.
  • Compliance with the Labuan Business Activity Tax Act 1990: Labuan companies are subject to the Labuan Business Activity Tax Act 1990 and are required to comply with its provisions, including the filing of tax returns and payment of taxes.
  • Obtaining and Renewing licenses: Depending on the type of business activity, some Labuan companies may be required to obtain and renew licenses from the relevant authorities.

What is the definition and difference between trading and non-trading activities?

Trading activities refer to the buying and selling of goods and services, as well as the import and export of goods. Non-trading activities refer to activities that are not directly related to buying and selling goods and services, such as holding assets, providing management services, and engaging in investment activities.

In Labuan, companies that engage in trading activities are subject to a higher rate of corporate tax (3%) compared to companies engaged in non-trading activities (0%). This is because the government wants to encourage non-trading activities as it is seen as more beneficial for the economy.

In summary, trading activities are buying and selling goods and services, while non-trading activities are activities that are not directly related to buying and selling goods and services like holding assets, providing management services, and engaging in investment activities. And in Labuan, companies that engage in trading activities are subject to a higher rate of corporate tax compared to companies engaged in non-trading activities.

What is the definition of business activities in Labuan IBFC?

Business activities in Labuan IBFC refer to the range of activities that companies can undertake within the jurisdiction. These activities can be broadly categorized into three main groups:

Trading activities include the buying and selling of goods and services, as well as the import and export of goods.

Professional activities, include providing management, consulting, and other professional services.

Investment activities, include holding assets, investing in securities, and engaging in other investment-related activities.

Companies operating in Labuan IBFC are required to be registered with the Labuan Financial Services Authority (Labuan FSA) and must comply with relevant laws and regulations. They are also eligible for various tax incentives, including a 3% corporate tax rate for non-trading activities and exemptions from withholding taxes on certain types of income.

Which Labuan entities can apply for Labuan IBFC tax incentives?

The Labuan International Business and Financial Centre (IBFC) tax incentives are available to certain types of Labuan entities that are engaged in international trade or finance activities. These include:

  • Labuan International Business and Financial Centre (IBFC) Company: This type of company is intended for businesses that are engaged in international trade or finance activities, such as trading, shipping, and financial services.
  • Labuan Islamic Financial Services Authority (IFSA) Company: This type of company is intended for businesses that provide Islamic financial services and is subject to the same tax incentives as an IBFC company.
  • Labuan Trust Company: This type of company is intended for providing trust and fiduciary services, and is subject to the same tax incentives as an IBFC company.
  • Labuan Foundation: This type of company is a legal entity that can be used for wealth management, philanthropy, and other purposes.

It’s worth noting that the Labuan IBFC tax incentives are only available to companies that meet certain criteria and comply with the regulations and guidelines set by the Labuan Financial Services Authority (Labuan FSA). Companies applying for IBFC status must maintain a certain level of operational activities in Labuan and are required to submit an application to the Labuan FSA for approval.

What is unique and attractive about the Labuan IBFC tax system?

The Labuan International Business and Financial Centre (IBFC) tax system is unique and attractive in several ways:

Low Tax Rate: Labuan IBFC companies are subject to a lower corporate income tax rate of 3% on their net income derived from their qualifying activities. This is significantly lower than the standard corporate income tax rate in Malaysia which is 24% for companies with taxable income of more than MYR 500,000.

Tax Exemptions: Labuan IBFC companies are exempt from withholding tax on interest, royalties, and dividends paid to non-residents. Additionally, there is no capital gains tax or sales tax in Labuan.

Double Taxation Agreements: Labuan has signed over 70 Double Taxation Agreements (DTAs) with other countries to mitigate the impact of double taxation for companies operating in Labuan.

Repatriation of Funds: The Malaysian government does not impose any restrictions on capital repatriation, providing flexibility for shareholders of Labuan IBFC companies.

Confidentiality: Labuan IBFC companies are subject to strict confidentiality laws which provide a high level of privacy and security for companies and shareholders.

Wide range of Business Activities: Labuan IBFC companies are allowed to conduct a wide range of business activities such as trading, shipping, and financial services, as well as Islamic finance and wealth management services.

Separation of Business and Operations: Labuan IBFC companies are allowed to conduct business activities outside of Malaysia while keeping their operations in Labuan.

These tax incentives and benefits make Labuan IBFC an attractive option for international businesses and investors looking for a tax-efficient and flexible jurisdiction for their operations.

What is the difference between Labuan trading company and Labuan investment company?

A Labuan trading company is an International Business Company that is engaged in international trade activities such as buying and selling of goods and services, whereas a Labuan investment company is an IBC that primarily acts as an investment holding company and generates income from investments rather than trading activities.

Both types of companies can benefit from Labuan’s tax incentives, but the specific tax incentives and compliance requirements may vary.

Can the Labuan company issue share capital in Malaysian currency?

Yes, a Labuan company can issue share capital in Malaysian currency (MYR).

Any audit requirements in Labuan?

Labuan companies are required to have their financial statements audited by an approved auditor as per the Labuan Business Activity Tax Act 1990.

What is the purpose of setting up a Labuan company?

The purpose of setting up a Labuan company is to engage in international trade or finance activities while benefiting from the attractive tax incentives and flexible regulations offered by the Labuan International Business and Financial Centre (IBFC).

Labuan companies can take advantage of lower corporate income tax rates, exemptions from withholding tax on interest, royalties, and dividends paid to non-residents, and flexibility in terms of foreign ownership and capital repatriation.

Additionally, Labuan companies can access a wide range of business activities such as trading, shipping, and financial services, as well as Islamic finance and wealth management services. Setting up a Labuan company also allows the separation of business and operations, as companies are allowed to conduct business activities outside of Malaysia while keeping their operations in Labuan.

What is the number of directors required to establish a Labuan company?

A Labuan company is required to have at least one director to be incorporated. There are no restrictions on the number of directors a Labuan company can have and there is no specific resident director requirement in Labuan, any foreigner can act as the sole director and shareholder of the company. However, it’s important to note that the director(s) must be a natural person and not a corporate entity.

What is the number of shareholders required to establish a Labuan company?

A Labuan company is required to have at least one shareholder to be incorporated. There are no restrictions on the number of shareholders a Labuan company can have. A Labuan company can be entirely 100% foreign-owned by an individual or corporate shareholder. The shareholder is also permitted to be the sole director. There are no specific requirements for a nominee shareholder in Labuan, like in some other jurisdictions.

Is it a requirement to appoint a Malaysian director?

No, it is not a requirement to appoint a Malaysian director. The director can be a foreigner.

Can the same person be the director and the shareholder?

Yes, the director and the shareholder can be the same individual.

What is the "ultimate beneficial owner"?

The “ultimate beneficial owner” refers to the actual individual or entity that ultimately owns or controls a company, trust, or other legal entity, usually through a chain of ownership or control.

Will the information regarding the ultimate beneficial owner be published or made available publicly?

The information regarding the ultimate beneficial owner of a Labuan company is not publicly available, but it is required to be kept updated and reported to the Labuan Financial Services Authority (Labuan FSA) as part of the compliance with anti-money laundering (AML) and countering the financing of terrorism (CFT) regulations.

The companies are required to identify and verify the beneficial owners of the legal entities and to maintain accurate and up-to-date records of this information. The Labuan FSA has the power to access this information and to share it with other regulatory authorities upon request, in compliance with the international standard of AML/CFT regulations.

Does a Labuan company need to be physically present in Labuan?

A Labuan company is required to maintain a registered office address in Labuan but it does not need to have a physical presence in Labuan.

What is the governing legislation for companies in Labuan IBFC

The governing legislation for companies in the Labuan International Business and Financial Centre (IBFC) is the Labuan Companies Act 1990 (LCA) and its regulations. The LCA provides the legal framework for the incorporation, registration, governance, and dissolution of companies in Labuan IBFC.

It also sets out the requirements for maintaining corporate records and filings, as well as the responsibilities of directors and shareholders. In addition to the LCA, companies in Labuan IBFC are also subject to the Labuan Business Activity Tax Act 1990 (LBATA), which sets out the tax laws and regulations for companies operating in Labuan IBFC, as well as the Labuan Financial Services and Securities Act 2010 (LFSSA) which regulates the financial services sector in Labuan.

It’s important to note that companies in Labuan IBFC are also subject to the laws and regulations of Malaysia, such as the Companies Act 2016, and to international standards on anti-money laundering (AML) and countering the financing of terrorism (CFT).

What are the fees payable to register a Labuan company in Labuan IBFC?

To register a Labuan company in Labuan International Business and Financial Centre (IBFC), you will need to pay several fees. Some of the main fees include:

  • Reservation of Company Name: RM50
  • Incorporation fee: RM6,000
  • Annual return fee: RM1,000
  • Annual license fee: RM5,000

How long does it roughly take to incorporate a Labuan company?

The process of incorporating a Labuan company typically takes about 5-10 business days, once all the necessary documents and fees have been submitted. However, the actual time frame may vary depending on the complexity of the application and the availability of the necessary documents.

The first step is reserving the company name, which can typically be approved within 24 hours of application. Once the name is approved, the agent acting on your behalf will be able to submit the incorporation forms to the Labuan authorities. This can take a few days for the forms to be processed.

After the company is incorporated, you will receive a copy of the Certificate of incorporation. Once the certificate is issued, you can proceed with opening a corporate bank account, a Visa application for a non-resident director or employee, and other compliance and regulatory requirements.

It’s important to note that these time frames are just an estimate and it may vary depending on the case, so it’s recommended to consult a legal advisor or professional to ensure compliance with the laws and regulations of Labuan and to get the most accurate time frame for your specific case.

Can a Labuan company employ local Malaysian to work?

Yes, a Labuan Company can employ Malaysians.

Can a Labuan company be terminated or dissolved?

Yes, a Labuan company can be terminated or dissolved. The process for doing so is outlined in the Labuan Companies Act 1990 and the Labuan Business Activity Tax Act 1990. It typically involves submitting a notice of termination or dissolution to the Labuan Financial Services Authority and completing any outstanding tax or regulatory requirements.

Can a Labuan offshore business do Malaysia Business?

Yes, a Labuan offshore business can conduct business activities in Malaysia, subject to certain conditions and regulations.

What is an offshore company in Malaysia?

An offshore company in Malaysia refers to a company that is incorporated in Malaysia, but operates primarily outside of the country and is primarily owned by non-residents. These companies are typically used for international trade or investment activities and are eligible for certain tax incentives and benefits.

Offshore companies in Malaysia are typically incorporated in the Labuan International Business and Financial Centre (IBFC), which is a special economic zone in Malaysia that offers a unique legal and regulatory framework for international businesses.

Labuan IBFC companies are subject to lower corporate income tax rates, exemptions from withholding tax on interest, royalties, and dividends paid to non-residents, and flexibility in terms of foreign ownership and capital repatriation. Additionally, Labuan IBFC companies can access a wide range of business activities such as trading, shipping, and financial services, as well as Islamic finance and wealth management services.

What is the annual filing requirement for a Labuan company?

A Labuan company is required to file an annual return to the Labuan Financial Services Authority (Labuan FSA) within 42 days of its financial year-end. The annual return must include financial statements, audited by a registered auditor, and a declaration by the director(s) that the company is solvent. In addition, an annual fee is payable to the Labuan FSA.

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