LABUAN COMPANIES ACT 1990

LAWS OF MALAYSIA ONLINE VERSION OF UPDATED TEXT OF REPRINT Act 441 LABUAN COMPANIES ACT 1990 As at 10 June 2022 This text is ONLY AN UPDATED TEXT of the Labuan Companies Act 1990 by the Attorney General’s Chambers. Unless and until reprinted pursuant to the powers of the Commissioner of Law Revision under subsection 14(1) of the Revision of Laws Act 1968 [Act 1], this text is NOT AN AUTHENTIC TEXT. 2 LABUAN COMPANIES ACT 1990 … … … 22 August 1990 Date of publication in the Gazette … … … 30 August 1990 … 10 June 2022; except subsection 4(b) 1 January 2019 Date of Royal Assent Latest amendment made by Act A1653 which came into operation on … … PREVIOUS REPRINTS First Reprint Second Reprint … … … … … … 2001 2006 3 LAWS OF MALAYSIA Act 441 LABUAN COMPANIES ACT 1990 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title 2. Interpretation 3. Definition of subsidiary and holding company 4. Related companies 5. (Deleted) 6. (Deleted) 7. Permitted purpose for incorporation PART II ADMINISTRATION OF ACT 8. Administration of Labuan companies 9. Lodging of documents 9A. Electronic lodgement or filing of documents 9 B. Evidentiary value of electronically lodged or filed documents 9 C. Original copies to be kept at office of trust company 9D. Issuing of document electronically 10. Approved auditors 4 Laws of Malaysia ACT 441 Section 11. Company auditors 12. Approved liquidator 13. Registers PART III CONSTITUTION OF COMPANIES DIVISION 1 INCORPORATION 14. Formation of companies 15. Registration and incorporation 16. Application for registration of foreign company as being continued in Labuan 17. Prior approval in principle 18. Requirements as to memorandum DIVISION 2 STATUS AND NAME 19. Powers of companies 20. Ultra vires transactions 21. Names of Labuan companies 22. Change of name 23. Articles of association 24. Alteration of memorandum or articles 25. Copies of memorandum and articles 26. Transactions and establishment of a branch 27. Prohibition against carrying on business when Labuan company has no members Labuan Companies PART IV SHARES, DEBENTURES AND CHARGES DIVISION 1 PROSPECTUSES Section 28. (Deleted) 29. (Deleted) 30. (Deleted) 31. (Deleted) 32. (Deleted) 33. (Deleted) 34. (Deleted) 35. (Deleted) 36. (Deleted) 37. (Deleted) 38. (Deleted) 39. (Deleted) DIVISION 2 RESTRICTIONS ON ALLOTMENT 40. (Deleted) 41. (Deleted) 42. (Deleted) DIVISION 3 SHARES 43. Return of allotment 44. Calls 45. Reserve liability 5 6 Laws of Malaysia ACT 441 Section 46. No par or nominal value shares 46A. Prohibition to issue bearer share or bearer share warrants 47. Power to issue shares and voting rights 47A. Treasury shares 48. Dealing by a Labuan company in its own shares, etc. 48A. Purchase by a Labuan company of its own shares, etc. 49. (Deleted) 50. (Deleted) 51. Alteration of share capital 52. Validation of shares improperly issued 53. Special resolution for reduction of share capital 54. Rights of holders of preference shares to be set out in articles 55. Redeemable preference shares DIVISION 4 DEBENTURES 56. (Deleted) 57. (Deleted) 58. Labuan company to maintain register of debentures holders 59. Perpetual debentures 60. Reissue of redeemed debentures 61. (Deleted) 62. (Deleted) 63. (Deleted) 64. (Deleted) 65. (Deleted) DIVISION 5 INTERESTS OTHER THAN SHARES, DEBENTURE, ETC. 66. Interpretation Labuan Companies Section 67. Approved deeds 68. Approval of deeds 69. Interests to be issued by a Labuan company or a foreign Labuan company only 70. Statement to be issued 71. No issue without approved deed 72. Register of interest holders 73. Penalty for contravention of Division, etc. 74. Winding up of schemes, etc. 75. Liability of trustees DIVISION 6 TITLE AND TRANSFERS 76. Nature of shares 77. Numbering of shares 78. Certificate to be evidence of title 79. A Labuan company may have share seal 80. Instruments of transfer and transfer by personal representative 81. Duties of Labuan company with respect to issue of certificate DIVISION 7 REGISTER OF CHARGES 82. Non-application of Division 83. Register of charges 84. Notice of creation and satisfaction of charge 84A. Assignment and variation of charge 7 8 Laws of Malaysia ACT 441 PART V MANAGEMENT AND ADMINISTRATION DIVISION 1 OFFICE AND NAME Section 85. Registered office of a Labuan company 86. Name to be displayed at all offices and to appear on seals, letters, etc. DIVISION 2 DIRECTORS AND OFFICERS 86. Name to be displayed at all offices and to appear on seals, letters, etc. 87. Directors 88. Consent to act as director 89. Validity of acts of directors 90. Persons disqualified from being a director 91. Disclosure of interest in contracts, property, offices, etc. 92. Duty and liability of officers 93. Secretary 94. Register of directors and secretaries 94A. Offence against any provision of this Act committed by directors and secretaries 94B. Removal of director DIVISION 3 MEETINGS AND PROCEEDINGS 95. Meetings of members 96. Notice of meetings of members 97. Quorum, chairman, voting, etc., at meetings 98. Voting by members 99. Action by consent of members in writing Labuan Companies Section 100. Power of Court to direct meetings to be called 101. Special resolution 101A. Resolutions signed by all members deemed to be duly passed at meeting 102. Resolution requiring special notice 103. (Deleted) 104. Minutes of proceedings DIVISION 4 REGISTER OF MEMBERS 105. Register of members 106. Where register to be kept 107. Consequences of default by agent 108. Power of Court to rectify register 108A. Beneficial ownership of Labuan company 108B. Power of company to require disclosure of beneficial ownership information 108C. Duty to lodge information with the Authority 108D. Particulars of beneficial ownership 108E. Obligation of Labuan company to maintain and keep information up to date 108F. Power of Authority to require submission and examination 108G. Power of Authority to issue guidelines 108H. Removal of entries from register DIVISION 5 ANNUAL RETURN 109. Annual return 9 10 Laws of Malaysia ACT 441 PART VI ACCOUNTS AND AUDIT DIVISION 1 ACCOUNTS Section 110. Accounts to be kept 111. Audited accounts to be laid before meeting 112. Audited accounts to be sent to members DIVISION 2 AUDIT 113. Auditor to be appointed 113A. (Deleted) 114. Removal and resignation of auditors 115. Remuneration of auditor 116. Auditor may attend meetings 117. Rights and duties of auditors PART VII ARRANGEMENTS AND RECONSTRUCTIONS 118. Arrangements 118A. Amalgamations 118B. Amalgamation of a Labuan company, a foreign Labuan company or a corporation and continuation as a Labuan company 118C. Short form amalgamation 118D. Effect of amalgamation 119. Regulations in respect of takeover, merger and amalgamation Labuan Companies 11 PART VIII FOREIGN LABUAN COMPANIES Section 120. Interpretation 121. Registration of foreign Labuan companies 122. Prohibition and restriction on foreign Labuan company 123. Registered office of foreign Labuan companies 124. Return to be lodged where documents, etc., altered 125. Service on foreign Labuan companies 126. Cessation of business in Labuan 127. Liquidation or dissolution of company in place of incorporation, establishment or origin 128. Names of foreign Labuan companies 129. Returns by foreign Labuan companies 130. Application of this Part to certain foreign companies registered under Companies Act 2016 PART VIIIA COMPANY MANAGEMENT 130A. (Deleted) 130B. (Deleted) 130C. (Deleted) 130D. (Deleted) 130E. (Deleted) 130F. (Deleted) 130G. (Deleted) 130H. (Deleted) 130I. (Deleted) 130J. (Deleted) 130K. (Deleted) 130L. (Deleted) 12 Laws of Malaysia ACT 441 Section 130M. (Deleted) PART VIIIB LABUAN PROTECTED CELL COMPANIES 130N. Interpretation 130O. Labuan protected cell companies 130P. Approval of the Authority 130Q. Incorporation of, or conversion into, a Labuan protected cell company 130R. Name and memorandum or articles of a Labuan protected cell company 130S. Cell and general assets 130T. Cell shares and cell share capital 130U. Register of shareholders 130V. Reduction of cell capital 130W. Rights of creditors 130X. Liabilities 130Y. Disclosure 130Z. Dealings and transactions between cell assets 130ZA. Transfer of cell assets 130ZB. Receivership and winding up of Labuan protected cell company and cell liquidation 130ZC. Application of this Act PART IX RECEIVERSHIP AND WINDING UP 131. Receivership and winding up 131A. Alternative procedure for voluntary winding up of solvent Labuan companies Labuan Companies PART X MISCELLANEOUS Section 132. Service of documents on companies 133. Transfer from Labuan 134. Costs of proceedings before the Court 135. Security for costs 136. Disposal of shares of shareholder whose whereabouts are unknown 137. Power to grant relief 137A. Injunctions 138. Irregularities in proceedings 139. Translation of instruments 140. Dividends payable from profits only 141. Use of word “Corporation”, etc. 142. Penalties 142A. Power to impose administrative penalties 143. (Deleted) 144. Compounding of offences 145. Procedure where none laid down 146. Power of the Minister to make regulations 147. (Deleted) 148. Prohibition by Minister 149. Secrecy 150. Power of the Minister to grant exemptions 151. Annual fee 151A. Company struck off liable for fees, etc. 151B. Fees payable to Registrar 151BA. Power of Authority to strike off Labuan company 151BB. Notice of intention to strike off Labuan company 151C. Effect of striking off 13 14 Laws of Malaysia Section 151D. Dissolution of a Labuan company 151E. Letter of confirmation and letter of good standing 152. Non-application of specified written laws 153. Application of specified written laws SCHEDULE (Deleted) ACT 441 15 LAWS OF MALAYSIA Act 441 LABUAN COMPANIES ACT 1990 An Act to provide for the incorporation, registration and administration of Labuan companies and foreign Labuan companies and for matters connected therewith. [1 October 1990, P.U. (B) 591/1990] BE IT ENACTED by the Seri Paduka Baginda Yang di-Pertuan Agong with the advice and consent of the Dewan Negara and Dewan Rakyat in Parliament assembled, and by the authority of the same, as follows: PART I PRELIMINARY Short title 1. This Act may be cited as the Labuan Companies Act 1990. Interpretation 2. (1) In this Act, unless the context otherwise requires — “allot” includes sell, issue, assign, and convey; and “allotment” has a corresponding meaning; “annual fee payment date” means the date on which the annual fee of a Labuan company shall be payable pursuant to subsection 151(1); 16 Laws of Malaysia ACT 441 “annual return” means the return required to be made by a Labuan company under section 109 and includes any document accompanying the return; “approved auditor” subsection 10 (1); “approved liquidator” subsection 12(1); means means a a person approved under person approved under “Authority” means the Labuan Financial Services Authority established under section 3 of the Labuan Financial Services Authority Act 1996 [Act 545]; “authorized officer” means an officer duly authorized by the Authority; “books” includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any document; “certified” means certified in the prescribed manner to be a particular document or to be a true copy thereof; “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; “comp