Company Formation

Company Formation & Entities

ITMC manages the full incorporation process for Labuan companies, from initial advice on structure to Labuan FSA filing and all post-incorporation compliance requirements.

Companies, partnerships and domicile transfers.

Labuan offers a broad entity toolkit. Beyond the standard Labuan company, you can establish Labuan Limited Partnerships and Labuan LLPs, or transfer the domicile of an existing foreign company into Labuan, so it continues as the same company. Labuan foundations are covered under Trust & Fiduciary.

The choice of vehicle affects tax treatment, asset protection, governance and ongoing compliance. We advise on the right entity type before any filing, then handle incorporation and all post-formation obligations.

  • Labuan companies (trading or non-trading)
  • Labuan Limited Partnerships
  • Labuan Limited Liability Partnerships (LLPs)
  • Registration of a branch of a foreign company in Labuan
  • Transfer of domicile into and out of Labuan
  • Provision of registered office
  • Post-incorporation filings and annual compliance
  • Maintenance of statutory registers and corporate records

Pick the right vehicle.

Labuan Company: the workhorse vehicle. Used for trading businesses, holding structures and licensed activities such as banking, insurance, leasing and fund management.

Labuan Limited Partnership (LP): general partner (unlimited liability) + limited partners (capped at capital contributed). Common in fund and joint-venture structures where investor liability needs to be capped.

Labuan Limited Liability Partnership (LLP): all partners enjoy limited liability. Used by professional service partnerships and certain investment vehicles where partnership tax treatment is preferred over corporate.

ITMC is licensed to incorporate Labuan companies, register Labuan LPs and LLPs, and assist with transfer of domicile to and from Labuan.

From first call to certificate of incorporation.

A typical Labuan company incorporation runs over six stages. Domicile transfers follow a similar sequence with a longer timeline. ITMC handles every step in-house.

01
Initial advisory call

We discuss your activity, jurisdiction fit, and the right entity type (Labuan company, LP or LLP). Tax position, substance obligations and banking requirements are reviewed before any filing.

02
KYC and name reservation

Beneficial owner know your customer (KYC) documentation is collected and the proposed name is reserved with Labuan FSA. Name approval is typically issued within 24 hours and held for 3 months.

03
Document drafting

Memorandum and Articles of Association are prepared for a company. We can tailor your share structure and objects clauses to your purpose.

04
Labuan FSA filing

As a licensed trust company we file the incorporation documents directly with Labuan FSA. Labuan companies are normally incorporated within a week; a transfer of domicile can take up to two months.

05
Certificate and bank account

Certificate of incorporation is issued. We then introduce the entity to Labuan or international banks and assist with account opening.

06
Post-incorporation setup

We file the statutory returns on directors, secretary, registered office and share allotment. Substance arrangements (minimum operating expenditure, full-time employees) are documented to support the preferred tax rate.

Common questions about company formation in Labuan.

What entity types can ITMC establish in Labuan?

Labuan companies (trading or non-trading), Labuan Limited Partnerships and Labuan Limited Liability Partnerships. We can also register a branch of a foreign company in Labuan and transfer the domicile of existing companies into or out of Labuan.

How long does Labuan company incorporation take?

Name reservation: typically within 24 hours. Full incorporation: normally within a week once KYC documentation is complete. A transfer of domicile can take up to two months, depending on the cooperation of the originating jurisdiction.

Can I set up a Labuan company as a foreigner?

Yes. Labuan permits 100% foreign ownership with no local partner requirement. A licensed Labuan trust company (such as ITMC) must act as the authorised agent for the registration filing.

What are Labuan company requirements?

Minimum one shareholder, minimum one director with at least one being a resident director, registered office in Labuan, a resident secretary provided by a Labuan trust company, and registration through a Labuan trust company as authorised agent. Paid-up capital has no statutory minimum for ordinary companies. Trust companies, banks and fund managers face higher minimum capital requirements that depend on their licence.

What is a resident director?

Every Labuan company must have at least one resident director. Despite the name, it does not mean a director who lives in Labuan or Malaysia. The seat can be held by a trust officer of a licensed Labuan trust company, or by a qualifying natural person, who can be a foreigner.

What is the difference between trading and non-trading Labuan companies?

Trading entities (carrying on a Labuan trading activity) pay 3% tax on net audited profits. Non-trading entities (carrying on investment holding activity only) pay 0% tax. Both must comply with economic substance requirements to maintain the preferential tax treatment.

Can I transfer my existing foreign company to Labuan?

Yes. Section 16 of the Labuan Companies Act 1990 permits transfer of domicile (continuance) into Labuan from another jurisdiction, subject to that jurisdiction allowing redomiciliation out. ITMC manages the process end-to-end.

What is a Labuan Limited Partnership?

A Labuan LP is a partnership with at least one general partner (unlimited liability) and at least one limited partner (limited liability up to capital contribution). Common for fund structures and joint ventures. The Labuan Limited Partnerships and Limited Liability Partnerships Act 2010 governs the framework.

Ready to incorporate in Labuan?

Speak with our team. No obligation.

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