Labuan: Types of Company
This page was last updated on 30 January 2020.
Labuan is part of Malaysia and Malaysian company law applies by default. Most foreign companies wishing to gain offshore status in Labuan will use offshore company or limited partnership status, which are subject to Malaysian company law except as described below. Regular Malaysian companies formed in Labuan do not gain the tax and other privileges accorded to offshore companies.
Generally, companies incorporated in Malaysia are regulated by the Malaysian Companies Act 1965. Company types are: a company limited by shares, which can be private or public, branch of a foreign company and partnership or sole proprietorship. Most foreign investors use the private company limited by shares.
Persons wishing to incorporate a company must apply to the registrar of companies, submitting the following forms:
- Memorandum and articles of association
- Statutory declaration of compliance with the Companies Act
- Certificate of identity
- Consent to act as director
- Statutory declaration by persons before appointments as directors
The registrar will check and then normally approve the proposed company name. Companies pay registration fees based on the amount of authorized capital; both filing and stamping fees apply for submission of the above documents.
A company must have a minimum of two directors and one secretary and have their principal or only place of residence in Malaysia. A register of directors is kept at the registered office of the company and is available for public inspection. Audited profit and loss accounts and annual returns are required.
Partnerships and sole proprietorships must register with the Register of Businesses before they can begin to operate. There is a registration fee and an annual renewal fee.
In February 2010, laws were introduced which allowed the creation of Labuanese foundations, limited liability partnerships, protected cell companies (insurance and investment funds), shipping operations, special trusts and financial planning activities. These complement the existing available range of products and services and aim to provide investors with a wider choice of financial products to maximise investment opportunities.