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 the incorporation documents with the Registrar of Companies
• ▪ A standard set of original corporate documents
• ▪ Payment of the Government fee
• ▪ Provision of registered agent and registered address 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