2-1. About Labuan Company Incorporation
What are the documents necessary for establishment?
Know-Your-Customer (KYC) Documents required for each Director/Shareholder
For Individual (Natural Person):-
1) NRIC (Malaysian) / Passport (Foreigner)
2) Address Proof (e.g: latest Utility bill / Statement that not older than 3 months period)
3) Two (2) Reference Letter issued by professional body (e.g: lawyer, accountant, company secretary, notary public, etc)
For Corporate Entity (Corporation):-
1) Certificate of Incorporation
2) M&A
3) List of Directors
4) List of Shareholders
5) Notice of Registered office address
6) Board Resolution for the appointment of corporate representative for the proposed Labuan Company
*Additional documents may be requested, subject to compliance review.
How much does it cost to establish?
Kindly contact our support team.
Are there any precautions regarding company name reservation?
There are Prohibited/Restricted Words Or Phrases to be use as part of name, such as Unfavourable words (i.e: Military, Weapons, Gambling, Fortune Teller, Sex, Drugs etc) , Religious-Related Terms, Federal/State/National Words (i.e: Agency, Municipal, Government, King, Queen, Prince, Princess, Majesty, Crown, etc)
We will check on the availability of proposed name before official name reservation.
Which address is the registered address?
BTC's office address will be the registered address: -
Kensington Gardens, No. U1317, Lot 7616, Jalan Jumidar Buyong, 87000 Federal Territory of Labuan, Malaysia
May I cancel my contract during the establishment process? And may I get a refund?
Yes, and the refund fees will be deducted against the time cost and work done accordingly.
2-2. About Labuan Company Annual Renewal
What documents are required for Labuan company annual renewal?
For annual renewal, we will continue to renew if you pay based on our invoice.
Other annual management procedures are as follows: -
How much does it cost to Labuan Company annual renewal?
Kindly contact our support team.
May I change the company secretary?
Yes, you may change the company secretary to other service provider, by giving us ONE (1) months termination notice.
Are there any penalties for the Labuan company annual renewal?
Yes, if the renewal fees payment are made later than the annniversary due date, then the penalty will be imposed as follows:-
(i) USD30 : Late Payment between 1-89 day(s)
(ii) USD50 : Late Payment between 90-179 days
(iii) USD400 : Late Payment more than 180 days
2-3. About Labuan Company Dormant
How may the company change into dormant status?
If the company has not conduct any business activity in the entire calendar year (from 1st Jan to 31st Dec), then the company can declare as DORMANT status for that Year of Assessment (declaration to be made during tax return filing period).
What happens to the procedure after going to dormant?
Each Labuan Company is oblige to file Tax Return in every Year Assessment, regardless dormant status or active status.
For Dormant-Labuan Trading Business Activities, audit process is still require to be conducted, but no tax payable. For Dormant-Labuan Non Trading Business Activities, only need to submit the Tax Return declaration informing on Dormant status.
Do I need to pay for the company secretary's fee if the company go to dormant?
Yes, company secretary fees still apply as long as the company exist.
May I change company secretary while dormant status?
Yes, you may change the company secretary to other service provider, by giving us ONE (1) months termination notice.
Is accounting bookkeeping required when the company go to dormant?
Yes, to maintain proper accounting record and made up financial statements for that financial year end.
Is an accounting audit required for dormant?
Audit is optional but the basic financial statement (ie management account) must produced.
2-4. About Labuan Company Strike Off
How much does it cost to strike off the company?
The strike off process takes time 8 months from the Company's anniversary due date, and the Company is liable to pay 8 months company secretary fees for the period until official struck off notice be issued by the Labuan FSA.
2-5. Other General Questions
How much may I set up the minimum capital?
Minimum One United States Dollar (or in any other foreign currency other than MYR)
May I withdraw the paid up capital transferred to corporate bank account?
Yes, you may utilise the paid up capital in the corporate bank account for business operating expenses (i.e. salaries, rental, secretary fees).
When will the Labuan company's fiscal year end? And is it possible to change it?
The fiscal year end can be set freely by law, however most companies set it in December based on Labuan's business customs.
Labuan Company must prepare financial statements?
Yes, every Labuan Company is statutorily required to produce and maintain proper accounting and other records to sufficiently explain the transaction and financial position of the Labuan Company.
What is Annual return?
It is a statutory form which contains all the corporate details of the Labuan Company (i.e. director, shareholder, secretary, share capital, etc) which is required to be lodged with Labuan FSA, at least 30 days prior to its anniversary date of incorporation. Bona Trust Corporation requires each client to verify and final confirm the accuracy of the details prior to lodgement.
Is domestic trading with a Malaysian company (Sdn. Bhd.) possible?
Yes, however the taxation for Malaysian company will be restricted on the expenses tax-deductible up to 3% only, the balance 97% require to add-back for tax computation.
May I trade Crypto Currency in the name of Labuan Company?
Yes, but it is extremely difficult to open a bank account and transfer funds (exchange with fiat currency).
Is it necessary to set up a management office?
Yes, to fulfil the Labuan Economic Substance Requirement.
What kind of procedure is necessary to set up a management office?
You may rent an office from any service provider (or you may use BTC's partner contact) in Labuan, the service office package range from workstation to independent office unit, and prices varies.
After having an Labuan office, you may require to hire permanent staff to be your office worker.
Is it necessary to set up a marketing office?
Optional, depend on your needs. Marketing office can be set up outside of Labuan island, in any other places of Malaysia.
What kind of procedure is necessary to set up a marketing office office?
Prior to the establishment of marketing office, the Company need to have a Labuan operational office first (with full time staff working at the Labuan operational office).
To proceed with the application of marketing, the following are required :-
a) Marketing business plan that illustrates the purpose of the setup of marketing office, its target market/target segment, activities that will be performed at the marketing office, and a three (3) years financial projection (statement of comprehensive income and statement of financial position) of the company with the expansion through the marketing office.
b) Tenancy Agreement of the Labuan Operational Office.
c) Organization Chart of the Labuan operation office & marketing office.
d) Biodata of the managerial person(s) at the marketing office.
e) Address, telephone number, fax number, and Office In-Charge name of marketing office.
NOTE:- Additional information may be requested by Labuan FSA to facilitate the processing of the application.
The marketing office is strictly use for marketing purpose only, such as meeting with client or potential client. No operational function or bookkeeping shall be conducted in the marketing office.
Annual government fee for marketing office is RM7,500 (payable by client upon marketing office approval granted, and subsequently payable by 15th January each calendar year). The marketing office must be an independent office in a premise. (separate door entrance) and must have a presentable signboard outside the office which contain company name & company number.
Reporting Requirement for Marketing Office
• Marketing office is require to submit a Half-Yearly Reporting which contain the Marketing Office’s organization chart & business activities conducted for the past six (6) months, to Labuan FSA on or before the 15th of the following month. (i.e: Reporting Period 1st Jan 20XX to 30th June 20XX, is require to submit to LFSA by 15th July 20XX).
• Provide notification to Labuan FSA within thirty (30) days on any changes to the address of the marketing office being affected including its business plan.
Do I need a phone number or email address?
Yes, for contact purpose with BTC, Banks, and Auhtorities.
Are there any restrictions on the appointment of shareholders/directors?
It is possible for both Malaysia residents and non-residents.
What is the number of directors required at a Labuan Company?
Minimum One - can be either be an individual or a corporate entity.
What is the number of shareholders required at a Labuan Company?
Minimum One - can be either be an individual or a corporate entity.
Who can be a director or shareholder or ultimate beneficial owner of the Labuan Company?
Any person or corporate entity may be appointed as director as long as he/it is "fit and proper" and satisfy our due diligence requirement. In principle, it means the person or corporate entity must be sound, not been adjudicated bankrupt, have not at any time been held liable in any civil suit for any fraud or misfeasance and have not at any time been convicted of any offense by any court in relation to his work, business and employment.
What documents are required for a corporation (entity) to become a director, shareholder or true beneficiary of a Labuan company?
1) Certificate of Incorporation
2) M&A
3) List of Directors
4) List of Shareholders
5) Notice of Registered office address
6) Board Resolution for the appointment of corporate representative for the proposed Labuan Company
*Additional documents may be requested, subject to compliance review.
How many directors and shareholders can be added maximum?
No restriction, but subject to Labuan FSA's approval.
What should I do if the company add or retire a director?
Send instruction to BTC, and we will prepare the documents accordingly.
If add director, we need the KYC documents same as incorporation time:-
1) NRIC (Malaysian) / Passport (Foreigner)
2) Address Proof (e.g: latest Utility bill / Statement that not older than 3 months period)
3) Two (2) Reference Letter issued by professional body (e.g: lawyer, accountant, company secretary, notary public, etc)
What happens to the company if a director / shareholder dies? What kind of procedure is necessary?
Death Certificate need to be provided, and BTC shall notify to Labuan FSA.
If it is a Director, then proceeding with removal of the director from the Board.
If it is a Shareholder, then it shall follow the Will / Probate from Court to pass on to the beneficiaries.
What is the nominee system? May I use the nominee system in Labuan?
A nominee is a proxy person acting on behalf of the actual owner (ultimate beneficial owner "UBO") to held the title as Director or Shareholder in the Labuan Company.
Yes you may use nominee system, subject to BTC compliance satisfactory on the UBO person.
What is UBO?
UBO means Ultimate Beneficial Owner, whom is the actual owner of the Labuan Company.
How may I change the shareholder ratio?
Yes, you may change it by way of allotment of new shares or by way of transfering the existing shares.
Is it possible to M&A (Mergers and Acquisition) or transfer Labuan Company? Are there any precautions?
Yes, the Act allow a Labuan Company to involve in M&A or transfer of ownership to any other fit and proper person to carry out legal and lawful business, however for licensed entities, any change of structure in the board or equity must obtain approval from labuan FSA before effect the change.
May Bona Trust Corporation keep stock certificates?
Yes, BTC can keep the share certificate for client, and there will be custody fee charges of USD100 per annum.
What should I do if I lose stock certificate?
Subject to Board of Directors' approval, BTC can reissue the share certificate at a fee charge of USD50.
What should I do if I lose stock certificate?
Subject to Board of Directors' approval, BTC can reissue the share certificate at a fee charge of USD50.
I decided to make a contract under the name of Labuan Company. How may I get the company documents?
After completing the company registration, we will send you various related documents via email. kindly submit the following documents. If certication is required, kindly contact us.
・ Memorandum and Articles of Association
・ Form 7- Company Registration Certificate
・ Form 13- Return of Allotment of Shares
・ Form 23- Notice of Situation or Changes of Registered Office
・ Form 25- Return on Particulars and Charges of Directors and Secretaries
What procedures are necessary to make a Labuan company a subsidiary of foreign company?
Foreign company can be the majority shareholder of Labuan company during incorporation time, or after establishment (by transfer of shares).
If the labuan company is licensed by Labuan FSA, prior approval from Labuan FSA need to be obtain in regard to changes of shareholding.
What kind of procedures are necessary to make an foreign company a subsidiary of Labuan company?
For Labuan company, a board resolution approving the establishment of foreign company is required. The remaining procedures are varies depend on the foreign subsidiary's jurisdiction requirement.
I currently operate a foreign company. May I change the company domicile to Labuan?
Yes, redomicile to/from Labuan is allowed.
I would like to open a PayPal account under the name of Labuan Company. How should I proceed?
Kindly refer to the following website to open a PayPal account in the name of Labuan Company.
If I change the company secretary, can I get refunded on some secretary fee?
Yes, after deduction of transfer out fee (USD200) from the surplus fund and we will refund to your dedicated account.