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Overview
Labuan, a special region of Malaysia which addresses mainly to offshore companies and which provides an attractive taxation system, offers several types of banking licenses available for both local and foreign investors who want to establish a bank in this location.
Timeframe: around 6-12 months
Minimum paid up capital: MYR 10 million or its equivalent in any other currency
Overview
A Labuan investment bank can be set up as a branch or subsidiary and registered or incorporated under the Labuan Companies Act 1990. The application may be accepted from:
- 1. An investment bank or group engaging in investment banking activities licensed by the regulatory authority in the country of origin
- 2. A licensed bank or an established financial institution or financial service provider supervised by a competent regulatory authority
- 3. Any institutions licensed under the Financial Services Act 2013 with prior approval from Bank Negara Malaysia; and
- 4. Corporations with the necessary expertise and experience in the financial industry with at least three years of good track record and regulated by an authority in their home country
Labuan investment banks are not allowed to accept deposits.
Benefits
- ▪Strategic location of Labuan to capture the Asia Pacific especially Asian businesses
- ▪Excellent infrastructure, regulation and amenities of the Labuan IBFC
- ▪Labuan is a “white” listed jurisdiction, endorses the bilateral exchange of tax info
- ▪Access to more than 70 double tax agreements with Malaysia
- ▪100% ownership is permissible
Comprehensive Guide to Company Incorporation
General information
Company structure
- ▪At lest 2 directors (with banking background) that meet the fit & proper person criteria;
- ▪Principal Officer (can be one of the Director);
- ▪Compliance Officer (independent from the Board of Director);
- ▪At least 3 local employees
Taxation
- ▪corporate tax rate of only 3%
- ▪no withholding tax on dividends, interest, management fee, royalty and technical fees
- ▪no import duty, sales tax and service tax for all international dealings
- ▪no inheritance tax
Registered office – Required
Registered agent – Required
Secretary – Required
Accounting and Audit requirements
- ▪Submission of accounts to Labuan FSA within 6 months after the close of each financial year
- ▪Local Approved Auditor has to be appointed during the process
- ▪Minimum of MYR 180 000 of annual operating expenditure in Labuan
Company name
- ▪Language: Any
- ▪Letters: From Roman alphabet
- ▪Restricted any name that is identical or similar to an existing company
- ▪Names having royal, national, international, and commercial or other significance are prohibited
- ▪Names that are misleading or deceptive are prohibited
- ▪Offensive names are prohibited
- ▪An only suffix “Limited” is allowed. After incorporation, the suffix “Ltd” can be used everywhere
In order to obtain a license, the following steps will be carried out:
- ▪Proposal of the name for the bank
- ▪Submission of Banking license application to Labuan FSA
- ▪Conditional approval processing (approx. 30-60)
- ▪Company formation
- ▪Fulfillment of all requirements on per conditional approval
- ▪Issuance of banking license
In order to obtain license, Offshorelicense will fill all necessary application forms and also acquire apostilled corporate documents.
In order to proceed further, please provide the following in case of the branch and/or subsidiary set up:
- ▪A letter of awareness from a competent regulatory authority that supervises the applicant’s shareholder/head office
- ▪A letter of guarantee from the applicant’s shareholder or an undertaking from the head office
- ▪Business plans inclusive of three years’ financial projections of the applicant
- ▪Certified true copy of the Memorandum and Articles of Association of the applicant
- ▪Certified true copy of the resolutions of the board or minutes of the general meeting, which approve the applicant to apply for a licence
- ▪Copy of the audited annual accounts of the applicant’s shareholder/head office for the three preceding years
- ▪Applicant’s corporate profile, which includes:
– The name, place and date of establishment of the applicant
– The names, addresses, qualifications and experience of the directors and officers responsible for the overall management of the affairs of the applicant
– The name and address of each member who holds 10% or more of the voting shares of the applicant
- ▪Declaration by the applicant on the probity of its directors and officers who are responsible for the management of the applicant
- ▪Any other information relevant to the application
Operational Requirements:
- ▪Maintain a physical presence in Labuan
- ▪Every director or principal officer (PO) of a Labuan investment bank must be fit and proper persons and shall not be subject of any adverse report from any reliable sources. The appointment of a director or PO of a Labuan investment bank must obtain prior approval from Labuan FSA
- ▪Comply with the statutory requirements under the Labuan Financial Services and Securities Act 2010
- ▪Comply with the prudential and reporting requirements issued by Labuan FSA
- ▪Adhere to any other requirements issued by Labuan FSA from time to time
- ▪Meet certain pre-determined criteria, should it prefer to co-locate to any other parts of Malaysia
For each beneficial owner, shareholder, director, authorised signatory and officer:
- ▪A notarized copy of valid passport
- ▪Detailed CV dated and signed
- ▪Notarized 2nd ID
- ▪Criminal record of no conviction
- ▪Notarized copy of proof of residential address (ex. utility bill that is not older than 3 months)
- ▪2 certified professional reference letters
- ▪2 certified Bank reference letters
- ▪Notarized Copies of Diplomas of a Higher Education
- ▪3 months bank statement with enough funds to cover the capital requirements and support business for the first year
N.B.
- ▪If documents are not in English language, they must be accompanied by a notarized translation.
- ▪Please ensure that notarization is in English language if not then please provide with notarized English translation.
▪Please be informed that the list of required documents is not exhaustive, and LFSA may require to submit additional documents depending on particulars of each application.