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A Labuan shelf company is a company already incorporated under the Labuan Companies Act 1990 and kept without business by a Labuan trust company until a buyer takes over its shares. Labuan FSA, the registrar and regulator of the Labuan International Business and Financial Centre, has its own name for the product: the Labuan Pre-Incorporated Company, which it describes as a normal Labuan company incorporated through the usual procedure and made available to investors who want a ready-made company in Labuan. Ready-made company in Labuan, Labuan company for sale and off-the-shelf company all mean the same purchase: the legal person stays, while its owners and officers change.
Ready-made companies are common in Labuan for a structural reason. Every Labuan company is incorporated and administered through a licensed trust company, which provides its secretary and registered office and can therefore keep companies ready in advance. The same structure means a buyer is identified and checked much as a founder would be. This page covers ordinary companies limited by shares; a licensed entity such as a bank, insurer or trust company is a different purchase, because its licence carries conditions of its own.
| Item | Position after the purchase |
|---|---|
| Company number and incorporation date | Unchanged: the company remains the same legal person |
| Name | Stays unless the buyer changes it |
| Memorandum and articles | Stay as registered; the articles govern how shares pass and may be amended by the members |
| Registered office | Remains at a trust company’s office in Labuan unless moved; a move is notified to Labuan FSA within one month |
| Resident secretary | Continues or is replaced, but always a trust officer of a Labuan trust company |
| Resident director | Usually replaced, by the buyer or by a trust officer; the change is returned within one month |
| Register of members and share certificates | Rewritten for the buyer; new certificates ready within one month of lodging the transfer |
| Register of beneficial owners | Updated with the buyer’s beneficial owners; the change lodged with Labuan FSA within 30 days |
| Tax position | Not inherited: the 3% rate or the exemption depends on substance in each basis period |
| Filing history | Annual returns, accounts, auditor’s certificates and tax returns for past years stay with the company |
| Bank account | Stays with the company only if the bank keeps it after reviewing the buyer |
| Stage | Rule | Basis |
|---|---|---|
| Method | Shares are movable property, transferable in the manner the articles provide | Section 76 |
| Instrument of transfer | The company registers a transfer only after a proper instrument of transfer is delivered to it | Section 80(1) |
| Share certificate | Ready for delivery within one month after the transfer is lodged with the company | Section 81(1) |
| Notice to Labuan FSA | Every transfer of shares notified in the prescribed form within 30 days | Section 80(1A), added in 2022 |
| Beneficial owner enquiry | The company asks each member in writing whether it is the beneficial owner and records the answer within 30 days; a new beneficial owner must tell the company within 30 days | Sections 109C and 109D, added in 2025 |
| Beneficial owner register | The change is recorded and a notice lodged with Labuan FSA within 30 days of recording it | Section 109B |
| Directors and secretary | Appointments and departures returned to Labuan FSA within one month | Section 94(5) |
For an ordinary Labuan company the statute asks for notices, not consent: no provision we read makes a change of shareholder subject to Labuan FSA’s approval. Licensed entities differ; a Labuan trust company, for one, needs Labuan FSA’s written consent before its shareholding changes. Expect the trust company that provides the secretary to identify the new owners before the register is updated, since the resident secretary is the officer charged with keeping the beneficial owner register complete.
Every Labuan company must keep both officers. The resident director can be a trust officer made available by a Labuan trust company, or any natural person aged 18 or over who meets Labuan FSA’s criteria: a citizen of any country other than Israel and North Korea, not on the listed sanctions lists and not disqualified under section 90. Labuan FSA confirms that this director may reside anywhere in the world, so a buyer may take the seat in person. A trust officer serving as resident director retires or resigns on the terms agreed between the trust company and the Labuan company.
The resident secretary is less flexible. Only a trust officer of a Labuan trust company, or a company wholly owned by the trust company and approved by Labuan FSA, may hold the post, and the secretary answers for the company’s lodgements, its records at the registered office and its beneficial owner register. If the secretary resigns and no replacement is appointed within 30 days, the 2022 amendment deems the company struck off the register. A buyer who wants to move to another trust company should line up the new secretary before the old one leaves.
A company’s age gives it no tax advantage in Labuan. The 3% rate on trading profits and the exemption for non-trading activity apply basis period by basis period, and only where the company meets the substance requirement for its activity in that period: two full-time employees and RM50,000 of annual operating expenditure in Labuan for a services company, for example. A shelf company bought without staff meets no test by itself; the buyer’s business has to meet it, and since 2025 only fit and proper staff employed by the company and working in Labuan count. A company that misses the requirement for a year pays 24% on that year’s chargeable profits.
The filing record does pass across. Each Labuan entity carrying on a business activity files a return of profits within seven months after its accounting period closes, based on audited accounts, and the Labuan Companies Act calls for an approved auditor’s certificate every year. Ask the seller for each annual return, the accounts with the director’s solvency certificates and auditor’s certificates, and every tax return due since incorporation: gaps belong to the company and so to its next owner. Royalty income is taxed under the Income Tax Act 1967 whoever owns the company, and members of multinational groups with revenue of 750 million euro or more fall under the global minimum tax rules.
Labuan FSA allows a Labuan company to hold accounts with any bank in Labuan or outside it, always in the company’s own name, and Bank Negara Malaysia treats every Labuan entity as a non-resident for foreign exchange purposes. If a shelf company already has an account, that account belongs to the company and remains with it after the share transfer, but the bank reviews the new owners and directors and may keep the account, ask for more information or close it. Our page on shelf companies with bank accounts explains how such a review runs, and bank accounts for Labuan companies covers opening an account for a company that has none.
Start with REEFS, Labuan FSA’s public search reached through COR@L: the exact company name or registration number returns the company’s status and confirms that it exists. Labuan FSA also publishes a list of wound-up Labuan companies. For a document under seal, section 151E lets Labuan FSA issue a letter of confirmation, on request by a trust company, a member or a director among others, for a company that is on the register and has nothing outstanding with Labuan FSA.
Then read the papers: the certificate of incorporation, the memorandum and articles with any limits on share transfers, the registers of members, of directors and secretaries and of beneficial owners, the annual returns, the accounts and certificates, and the tax returns. One provision deserves attention for a company bought off the shelf. Since 2022 Labuan FSA may strike off a Labuan company that “is not carrying on any business or is not in operation”, after a notice giving it 30 days to show cause. A company held for sale by a trust company is a recognised product, but its standing on the register is worth confirming on the day of purchase.
A Labuan purchase is not a shortcut through Labuan FSA. A complete new application can be approved within 24 hours once Labuan FSA’s due diligence is cleared, while a transfer still involves the trust company’s checks, an instrument of transfer, two separate 30-day notices and new officers. A shelf company whose name or articles do not suit your plan adds amendments rather than saving steps. Buy when an earlier incorporation date matters to a bank, a counterparty or a tender; otherwise Labuan company registration gives you the name, articles and shareholding you choose. Our guide to aged shelf companies discusses what a company’s age does and does not prove. If the business will sell mainly to customers in Malaysia, an onshore company may fit better than either route; see ready-made companies in Malaysia.
In a Labuan purchase we can supply a ready-made company or set up a new one, draft the transfer or incorporation papers and the Labuan FSA filings, and help assemble the bank application; where a working contact at a suitable bank exists, we can introduce you, and the decision stays with the bank. If you will not hold the resident directorship yourself, we can arrange a resident director together with the resident secretary, the latter by law a trust officer of a licensed Labuan trust company, and, where you want it, a trust company holding your shares as nominee; the resident director carries the duties of a director under the Act, and your beneficial ownership is recorded in the company’s register and lodged with Labuan FSA within 30 days of each change. The jurisdiction as a whole is set out in our Labuan company guide.
Yes. Labuan FSA recognises the Labuan pre-incorporated company, a normal Labuan company incorporated in advance and held by a trust company for investors who want one ready-made. The buyer takes over the shares by an instrument of transfer, the company notifies Labuan FSA of the transfer within 30 days and updates its beneficial owner register. Which companies are available at a given moment depends on what is held at the time.
For an ordinary Labuan company the Act requires notices rather than approval: the transfer is notified within 30 days, the change of beneficial owner is lodged within 30 days, and new directors or secretaries are returned within one month. Licensed entities are different. A Labuan trust company, for example, needs Labuan FSA’s written consent before any change in its shareholding.
No. The 3% rate on trading profits and the exemption for non-trading activity depend on meeting the substance requirement for the company’s activity in each basis period, measured in full-time staff and annual spending in Labuan. A company’s age carries no tax status, and a company that misses the requirement pays 24% of its chargeable profits for that year.
Yes, if you are a natural person aged 18 or over with full legal capacity, not a citizen of Israel or North Korea, not on the listed sanctions lists and not disqualified under section 90. Labuan FSA confirms the resident director may reside anywhere in the world. The resident secretary, by contrast, must come from a Labuan trust company.
Yes. Since the 2022 amendment Labuan FSA may strike a company off the register if it is not carrying on any business or is not in operation, after a notice giving it 30 days to show cause. A company is also deemed struck off if it fails to replace a resigning resident secretary within 30 days, so confirm the company’s status before you buy.
Enter the exact name or registration number in Labuan FSA’s REEFS search, which shows status and existence, and look at Labuan FSA’s list of wound-up companies. A letter of confirmation under Labuan FSA’s seal is available to members, directors and trust companies among others. Then read the registers, annual returns, auditor’s certificates and tax returns the seller provides.
Looking for a Labuan company that is already incorporated? Ask us which ready-made Labuan companies are available now, so you can check each one in the register before anything is signed. Telegram and WhatsApp: +48 663 247 166.