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Labuan IBC Company Formation

Labuan International Business Company Formation

Low capital requirements, and favourable tax regime (including absence of indirect taxes) supported by a network of treaties on avoidance of double taxation make Labuan company a popular choice for incorporation of regional headquarters, e-commerce enterprises and Islamic Finance businesses.

Incorporation: 7 working days + delivery time for the courier


Minimum paid up capital: No minimum capital requirement


Overview

The Offshore Companies Act 1990 (OCA) provides for the establishment of offshore companies and the registration of foreign offshore companies in Labuan. In addition, a foreign company incorporated under the laws of another country may also apply to be registered as being continued in Labuan. Every offshore company may be a company limited by shares or by guarantee. The abovementioned companies may participate in the offshore activities and enjoy the attractive tax treatment provided under the Labuan Offshore Business Activity Tax Act 1990. Amendments to modernize the OCA are being planned in 2006. An Offshore Company (or an Offshore Foreign Company) is only permitted to 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. The Offshore Companies Act was amended recently to allow Malaysians to own offshore companies, as well as to permit foreign-owned offshore companies to invest in Malaysia subject to certain conditions.
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Name check + + +
Company incorporation
+ + +
  • Name check and approval
  • Filling incorporation documents with the Registrar of Companies
  • A standard set of original corporate documents
  • Payment of the Government Fee
  • Provision of registered office and registered agent for one year
  • Provision of company secretary for one year
Local secretary + + +
Government fees + + +
Registered office for 1 year + + +
Delivery of original documents - + +
Apostilled documents
- + +
  • If applying for a corporate bank account, you will need to order a full set of apostilled company documents when the account is opened outside of the country of Company.

Please note:

  • Labuan (Malaysia) is not a member of the Hague Convention. For documents to be officially recognized outside of Labuan, you will need to verify/apostille them with the Labuan Ministry of Foreign Affairs (MOFA) and to legalize them in the country of use.
Nominee director and shareholder
- - +
  • This service is required if you do not want your name to appear in the corporate documents or in the government registry. For this purpose, we will appoint another person or entity that will act on your behalf and for your interests and benefit. Such a relationship will be legally based on Power of Attorney and Trust Declaration. Despite Power of Attorney not being publicly available, such service does not guarantee 100% confidentiality. In case of request from public authorities the information about actual beneficial owner may be disclosed.
Total amount:
€4,000
€6,000
€9,000
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Facts & Info for Labuan International Business Company Formation

Company
Services
Requirements

General information

Company structure

  • A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records
  • Only one director (can also be a legal person, no nationality or residency restrictions)

Confidentiality

  • Beneficial owners' details – Not part of public record
  • Shareholders' details – Not part of public record
  • Directors' details – Not part of public record

Taxation

Labuan offshore companies who are engaged in offshore trading activities are subject to corporate profits tax, which will be levied at 3% on assessable net profits as per the audited accounts. A return and a statutory declaration will be required to be submitted. Alternatively, the companies can elect to pay a flat tax of RM20,000. In this case, a statutory declaration and a prescribed from will be required to be submitted.

For offshore companies who are engaged in non-trading activities, no tax shall be payable for income earned through these activities. In such cases only a statutory declaration will be required to be submitted.

Other benefits

  • All companies must hold a members meeting to receive the accounts (audited or unaudited) not more than 9 months from the date of closing the accounts.

Accounting requirements

A Labuan Offshore Company needs to have an audit performed by an approved auditor if the company is engaged in offshore trading activities and does not elect to pay the flat tax of RM20,000. An annual return must be filed 30 days prior to the companies’ anniversary date of incorporation. A set of accounting records must be kept in Labuan.

Secretary

Resident secretary, provided by local trust company

Registered Agent

Required, local trust company

Registered office

Required – provided by local trust company

Company name

  • Language: Any
  • Letters: From Roman alphabet
  • Company name must end with such sufixes or their abbreviations: Limited, Incorporated, Corporation, Sociètè Anonyme, Sociedad Anonima. If the Malaysian word Berhad is used then it must be preceded by "(L)" to denote that the company is incorporated in Labuan
  • 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

N.B.

  • Restricted connections for company name: name of state, national or local government.
  • Any name that implies illegal activity or implies royal or government patronage is restricted.
  • Registrar may reject any name which it considers undesirable or contrary to the public interest. 
  • Company name is restricted to be identical or similar that of an existing company.
  • In case when foreign language is used for company name the translation may be asked by Registrar to ensure conformity to above listed restrictions.

Incorporation

  • Name check and approval
  • Filling incorporation documents with the Registrar of Companies
  • A standard set of original corporate documents
  • Payment of the Government Fee
  • Provision of registered office and registered agent for one year
  • Provision of company secretary for one year

Please provide us with the following documents and data:

 Incorporation

  • A notarized copy of valid passport (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
  • A copy of proof of residential address (ex. utility bill of each Shareholder, Director, Beneficial Owner, Authorized Signatory that is not older than 3 months) in English
  • Optional: A notarized copy of Bank reference (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
  • Optional: CV (of each Director and Shareholder)

N.B.

  • If Shareholders and/or directors are legal persons, then it is required to submit full set of apostilled company documents and if company is operating more than 1 year it is required to submit certificate of Good Standing.
  • If documents are not in English language or language of particular country, then they must be accompanied by a notarized translation.

 Capital

  • Amount of paid up capital

 Company name

  • Three company names in order of preference