The main legislation that regulates companies incorporated in Malaysia’s offshore jurisdiction of Labuan is the Companies Act 1990 and the regulatory authority that ensures compliance is the Labuan Financial Services Authority or Labuan FSA. Residents and non-residents of Malaysia and foreigners are allowed to incorporate companies in Labuan for carrying out any lawful business as per the provisions of section VII of the Companies Act 1990.
A Labuan FSA company may carry out business transactions in any currency other than Malaysian Ringgit, except for meeting statutory and administrative expenses and receiving commissions and fees. A Labuan company may also enjoy attractive tax benefits but need a special license in order to undertake specific businesses mentioned in the Labuan Financial Services and Securities Act/Islamic Financial Services and Securities Act such as banking, insurance/insurance-related, leasing, factoring, fund management, and company management businesses.
Types of Labuan Companies
- Company Limited by Guarantee/Shares
- Unlimited Company
- Protected Cell Company
- Foreign Company
Labuan Company Limited by Shares/Guarantee
A company limited by shares is by far the most commonly incorporated type of Labuan FSA Company. It may be a private company or a public company. In the case of this type of companies, the liability is limited to the unpaid shares held by the members.
In the case of a company limited by guarantee, the liability of the partners is limited to such an amount as specified in the memorandum of association as the partners have undertaken to contribute towards the company’s assets if it is being closed down. Non-profit organisations are often registered as limited guarantee companies.
Unlimited Labuan Company
An unlimited company refers to business incorporated without any limit on the members’ liability. This type of company can be formed only in Labuan. This is because the Malaysian Companies Act permits incorporation of companies limited by shares/guarantee.
Protected Cell Company
Protected cell companies (PCC) are limited liability companies that can form ‘cells’. The ‘cells’ may include:
- A core created for holding general assets or non-cell assets
- Individual cells for segregating and protecting each cell’s assets
A PCC shall conduct only captive insurance business, captive takaful business, mutual fund business, or Islamic mutual fund business. Further, a PCC can be incorporated either as a company or an existing company in Labuan may be converted into a PCC.
Foreign Labuan Company
A company, society, association, corporation, or another body that is incorporated outside of Malaysia and an unincorporated society, association, or another body that does not conduct business or have a head office in Malaysia is classified as a foreign company. Foreign companies, including their branches, wanting to operate from Labuan have to be registered as per the provisions of the Companies Act 1990.
If you are planning to set up a Labuan FSA company, you can either call us right now or write to us. We at QX Trust Limited have the knowledge and experience to help you achieve your goals. We are aware that one single product does not suit everyone and different businesses need different structures. You can tell us what your goal is and we will provide you tailor-made services that enable you to enjoy the best outcomes.