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Servicing Singapore from Outsourcing Office in Malaysia

Servicing Singapore from Outsourcing Office in Malaysia

Servicing Singapore from Outsourcing Office in Malaysia

In today’s global economy, working from home is no longer a foreign concept. However, employees may feel isolated when working alone. We have a solution for Companies who are interested in establishing an outsourcing office in Malaysia for their Singapore work. Let us help you in managing payroll, leave records, utilities supply, furnishing the office and compliance matters.

Servicing Singapore from Outsourcing Office in Malaysia

Let us be your partner to manage your work from Malaysia home employees, from payroll, leave records, utilities supply, fully furnished outsourcing office, compliances to law and regulations.
Servicing Singapore from Outsourcing Office in Malaysia
Work from Malaysia Home
Work from Outsourcing Office (WFOO) in Malaysia
  • Legality of work from Malaysia home is in doubt as Employee is not entitle to Employee Private Fund contribution (EPF) and Social Security Organization (SOCSO) governance in Malaysia unless Singapore Company register in Malaysia as Foreign branch which compliance cost is increased.
  • Employee may not hold a valid Singapore working permit while working in Malaysia therefore Contribution Private Fund (CPF) requirement for employee in doubt.
  • Employment dispute whether is subject to Malaysia or Singapore law?
  • Employee feel isolated and loneliness as working from home often lack the social interactions and sense of disconnected, which caused employee instability.
  • Home environment be filled with distractions such as household chores, family members and home environment condition, which leading to work inefficiency and ineffectiveness.
  • Inadequate of working equipment and facilities like internet outages, printer and photocopier, which caused work disrupted.
  • Challenges for employee income tax declaration in Malaysia.
  • Employee’s employment under outsourcing company comply with Malaysia labour law such as EPF, SOCSO, EIS contributions and Income Tax declaration. Outsourcing Company will bill Singapore Company a service fee.
  • The staff is fully dedicated to you as if your staffs.
  • Outsourcing office manages employee’s disciplinary and work related issue by using Malaysia law.
  • WFOO provide a social environment where employee can interact with colleagues, building relationship in Outsourcing office and monthly sport activities, employee be more motivated.
  • Provide fully furnished and comfort outsourcing working office with full facilities such as meeting room, pantry, printer, photocopier and internet etc.
  • WFOO plays as employer role to reduce the Singapore employer’s recruitment works and payroll and compliance costs.

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Why Singapore?

Why Singapore Banner

Why Singapore?

Singapore is a strategic base to implement your growth strategies and to manage and integrate your operations for the region and beyond. Being one of the lowest income tax rate countries, Singapore has further announced a full and partial tax exemption for the newly incorporated company for the first 3 years consecutively.

1) One of the LOWEST TAX RATES in the world
其中一个享有世界上最低税率的国家之一

With effect from 2010, Singapore corporate income tax rate has further reduced from 18% to 17%, being one of the lowest tax rates in the world. Singapore Government has declared a new start-up tax exemption for newly incorporated and partial tax exemption for existing companies:

自2010年起,新加坡企业所得税率已经进一步调整从18%下降至17%进而成为其中一个享有世界上最低税率的国家之一。新加坡政府已宣布新成 立和现有的公司都享有新创公司税务豁免计划和部分课税的优惠:
Tax Exemptions for Newly Start-up Companies in Singapore
新加坡新成立公司的课税优惠
why singapore-01

4.25% tax on first S$100K chargeable income
应课税收入在首10万新元课税仅4.25%

For a newly incorporated company (1), the corporate income tax rate is 4.25% on the first S$100k of chargeable income for the first 3 years of assessment consecutively.

对于一个新成立的公司(1),首3年凡应课税收入在首10万新元的企业,其所得税税率为4.25%。

8.50% tax on chargeable income of above S$100K up to S$200K
应课税收入介于10万新元以上至20万新元之间, 其课税仅8.50%

The newly incorporated companies are continued to enjoy for the partial tax exemption which effectively translates to about 8.50% tax rate on chargeable income of above S$100,000 up to S$200,000 per annum. The chargeable income above S$200,000 will be charged at the normal headline corporate tax rate of 17%.

该新成立公司将继续享有应课税收入介于10万新元以上至20万新元之间, 其课税仅8.50%的部分免税优惠。凡应课税收入在20万新元以上将收取17% 的正常公司税率。
Tax Exemptions for Existing Companies in Singapore
新加坡现有的公司的课税优惠
why singapore
The 4th years of assessment and onwards, the companies pay only 4.25% tax on their first S$10,000 of chargeable Income and 8.50% for the next S$190,000. The chargeable income above S$200,000 will be charged at the normal headline corporate tax rate of 17%.

第4年起, 现有公司应课税收入的首1万新元仅需支付4.25%的所得税及接下来的19万新元的应课税收入需支付8.50%的所得税。应课税收入在20万 新元以上将收取17%的正常公司税率。

2) Engage in TRIANGULAR or TETRAGONAL trade 事三角或四方贸易

The companies engaged in international transactions among two or more countries, for instance, the companies purchase goods from e.g. China, and then sell them to e.g. America or trade domestically, Malaysia. This is when the companies need a lower tax trading company (2) to act as the intermediary to issue invoice and packing list in order to strengthen their competitive power in the international or local market.

在国际贸易中从事两个或两个以上国家的贸易公司,例如,公司从中国购买商品,然后出售给美国或马来西亚。这公司正需要一个较低的税率的贸 易公司(2)作为中介发出发票和装箱单,以加强其国际或本地市场上的竞争力。

3) Government Incentives 政府的激励措施

Overview of government incentives 政府奖励概述

Depending on your company’s business plans, you may consider various tax incentives and grants as follows:
您可根据贵公司的业务计划,考虑以下各种税务奖励和援助金:
Internationalisation 国际化
Incentives available 可用奖励
Benefits 利益
International Headquarters (IHQ) Award
国际总部(IHQ)奖励
Concessionary corporate tax rates of 5% or 10% for companies that commit to anchor substantive HQ activities in Singapore to manage, coordinate and control regional business operations. The award is accompanied with the award of Development and Expansion Incentive governed by Singapore Economic Development Board (EDB).

致力于新加坡发展实质性总部活动公司以管理、协调和控管区域性运营业务的公司可 享有5%或10% 的优惠公司税率, 此奖励附属于发展与扩展奖励(DEI),并由新加坡 经济发展局(EDB)审核。
Mergers & Acquisitions (M&A) Scheme
合并与收购 (M&A)计划
The acquiring company is entitled to the following benefits:
收购公司将获得以下好处:

  • 25% of M&A allowance (capped at S$10 million) of the total acquisition value capped at S$40 million per YA.
    享有相当于 25% 总收购价值的合并与收购津贴(限于 1 千万新币之内),符合此 项奖励的总收购价值则限于每评税年度(YA)4 千万新币之内。
  • Double Tax Deduction (DTD) on the transaction cost capped at S$100,000 incurred during the share acquisition process.
    股权收购的交易成本可享有双重扣税(DTD),上限为 10 万新币。
Double Tax Deduction (DTD) for Internationalisation Scheme
国际化计划双重扣税(DTD)
Enjoy up to 200% tax deduction on qualifying expenditure incurred on market expansion and investment development activities.

每评税年度公司在市场扩张和投资发展活动方面所花费的合格开支,可享有最多 200%扣税。

The qualifying expenditures include:

每评税年度公司在市场扩张和投资发 符合扣税条件的开支包括:

  • Qualifying salary expenses incurred for employees posted overseas in an overseas entity
    员工海外公干的合格工资费用
  • Overseas business development trips and missions
    海外业务拓展及执行任务
  • Overseas investment study trips and missions
    海外投资考察及执行任务
  • Overseas trade fairs
    海外商展
  • Local trade fairs approved by Enterprise Singapore or STB
    新加坡企业发展局(Enterprise Singapore)或新加坡旅游局 (STB)批准的国 内商展
Market Readiness Assistance (MRA) grant
市场备入(MRA)援助金
Funding support of 50% of eligible costs, capped at S$100,000 per company per new market by Enterprise Singapore. The eligible costs for marketing activities including overseas market set-up, business development and market promotion.

新加坡企业发展局(Enterprise Singapore)将为合格成本提供50%资金援助,援助 额数的上限为每个新市场100,000新币。 营销活动的合格费用包括海外市场设置、业 务发展以及市场推广。
Trading 贸易
Incentives Available 可用奖励
Benefits 利益
Global Trader Programme
全球贸易商计划
A concessionary corporate tax rate of 5% or 10% for a renewable 3 or 5-year period on qualifying trading income granted by Enterprise Singapore, which includes income from physical trading, brokering of physical trades, derivative trading income, and income from structured commodity financing activities, treasury activities and advisory services in relation to mergers and acquisitions.

凡符合条件的实物交易收入、衍生品交易收入、结构性商品收入及与并购有关的融资 活动、 财 务 活 动 和 咨 询 服 务 , 皆 可 享 有 由 新 加 坡 企 业 发展局( Enterprise Singapore)所管理的全球贸易商计划内的5%或10%的优惠公司税率,并可续期3年或5 年。

Manufacturing and Services 制造与服务

Incentives Available 可用奖励
Benefits 利益
Pioneer Incentive
新兴奖励
Tax exemption on income from qualifying activities for a period of not exceeding 15 years, administered by Economic and Development Board (EDB).

合格活动收入将享有高达15年的免税优惠。此奖励由新加坡经济发展局(EDB)管理 及审核。
Development & Expansion Incentive (DEI)
发展与扩张奖励(DEI)
Reduced tax rate of 5% or 10% on incremental income from qualifying activities, limited to 5 years. The incentive is governed by Economic and Development Board (EDB).

合格活动的增量收入于五年内只需付5% 或10%的优惠公司税率。此奖励由新加坡经济 发展局(EDB)管理及审核。
Investment Allowance (IA)
投资津贴(IA)
Allowance of up to 100% (on top of normal capital allowance) on approved fixed capital expenditure. This incentive is administered by Economic and Development Board (EDB).

除了一般的资本减免以外,部分被批准的固定资本开支可享有额外高达100%的津贴。 此奖励由新加坡经济发展局(EDB)管理及审核。
Integrated Investment Allowance (IIA)
综合投资津贴(IIA)
Additional allowance on fixed capital expenditure incurred on qualifying productive equipment placed with an overseas company for an approved project. This scheme is administered by Economic and Development Board (EDB).

为海外公司的批准项目设置合格生产设备方面所花费的固定资本开支,可享有额外津 贴。此津贴由新加坡经济发展局(EDB)管理及审核。
Land Intensification Allowance (LIA)
土地集约化津贴 (LIA)
Initial allowance of 25% and annual allowance of 5% on qualifying capital expenditure incurred for the construction or renovation/extension of a qualifying building or structure. Annual allowances of 5% are granted until total allowance amounts to 100% of qualifying capital expenditure. Approvals for the incentive will be granted by the Economic Development Board (EDB).

在建造或装修/扩建合格建筑物或结构方面所花费的合格支出,可享有25%初始津贴及 5% 年度津贴。 有关5% 年度津贴将继续发放,直到津贴总额相等于100%合格资本开 支。此津贴由新加坡经济发展局(EDB)管理及审核。
Automation Support Package(under Enterprise Singapore)
自动化支援配套(由新加坡企业发展局管辖)

  • Capability Development Grant (CDG)
    企业发展援助金(CDG)
  • Investment Allowance (IA)
    投资津贴 (IA)
  • Enhanced SME Equipment Loan
    增强中小企业设备贷款
Grant support up to 70% of qualifying project costs such as equipment, training and consultancy.

合格项目成本,例如设备,培训和咨询费用将享有高达70%的补助津贴。

Qualifying projects may be eligible for an IA of 100% on the amount of approved capital expenditure, net of grants. The approved capital expenditure is capped at S$10 million per project.

合格项目的被批准资本开支可能符合条件享有100% 投资津贴,扣除全体一切援助 金。 批准资本开支的限额为每个项目1000万新币。

Under Enterprise Financing Scheme (EFS), qualifying SMEs may receive up to 70% government’s risk-share with participating financial institutions for qualifying projects. SMEs can apply for fixed asset loans of up to S$30 million.

根据企业融资计划(EFS),政府将通过参与的金融机构为中小企业合格项目承担高 达70%的风险份额。 中小企业可以申请高达3000万新币的设备和工厂贷款。
Financial and Treasury 金融与财政部
Incentives Available 可用奖励
Benefits 利益
Finance & Treasury Centre (FTC) Incentive
金融与财政部中心(FTC)奖励
Enjoy concessionary corporate tax rate of 8% for five years on income derived from qualifying services/ activities as well as withholding tax exemption on interest payments on loans from banks and approved network companies for FTC activities. This incentive is administered by Economic and Development Board (EDB).

来自合格服务/活动的收入可享有为期五年的8% (已降低)公司税。偿还给银行及受 承认网络公司(供FTC活动用途)贷款的利息付款可豁免预扣税. 此奖励由新加坡经济 发展局(EDB)管理及审核。
Financial Sector Incentive (FSI)
金融领域奖励(FSI)
Concessionary tax rate of 10% or 13.5% for licensed financial institutions, from large universal banks, fund managers to capital market players. This incentive is governed by Monetary Authority of Singapore (MAS).

合格的金融机构包括大型通用银行、基金经理及资本市场参与者皆可享有,10%或 13.5%的优惠税率。此奖励由新加坡金融管理局(MAS)管辖。
Research and Development (R&D) and intellectual property (IP) management 研究与开发(R&D)和知识产权(IP)管理
Incentives Available 可用奖励
Benefits 利益
Research Incentive Scheme for Companies (RISC)
公司研究奖励计划 (RISC)
Co-funding to encourage and assist businesses companies in Singapore to conduct or expand their research and development (R&D) activities in science and technology. This scheme is administered by Economic and Development Board (EDB).

属共同资助性质,旨于鼓励和协助企业在进行或扩展其在科学技术领域的研发活动。
此计划由新加坡经济发展局(EDB)管理及审核。

Supportable project costs include expenditure in the following:
所资助的计划成本包括以下开支:

  • Manpower cost (up to 50% support)
    人力成本(资助高达 50%)
  • Equipment, materials, consumables and software (up to 30% support)
    设备、材料、耗材和软件(资助高达 30%)
  • Singapore-based professional services (up to 30% support)
    新加坡专业服务(资助高达 30%)
  • IPRs, e.g. licensing, royalties, technology acquisition (up to 30% support)
    知识产权,例如 许可证、特许权使用费、技术收购(资助高达 30%)
Intellectual Property Development Incentive (IDI)
知识产权发展奖励(IDI)
Reduced tax rate of 5% or 10% on a percentage of qualifying IP income for an initial period of not exceeding 10 years, and may be further extended for a period or periods not exceeding ten years each. This incentive is administered by Economic and Development Board (EDB).

合格知识产权收入将可享有不超过10年的5%或10%优惠税率,并可持续申请单次延长 不超过10年的奖励期限。此奖励由新加坡经济发展局(EDB)管理及审核。
Approved Foreign Loan Incentive (AFL)
许可外国贷款奖励 (AFL)
Reduced or nil withholding tax rate on interest payments on loans with minimum amount of S$20 million taken to purchase productive equipment. This incentive is administered by Economic and Development Board (EDB).

偿还(供购买生产设备用途)价值至少2000万新币贷款的利息付款可享有最低0%的预 扣税。此奖励由新加坡经济发展局(EDB)管理及审核。
Approved royalties incentive (ARI)
许可特许权使用费奖励(ARI)
Reduced or nil withholding tax rate on approved royalties, fees or contributions to research and development costs made to a non-tax resident.. This incentive is administered by Economic and Development Board (EDB).

许可特许权使用费或支付给非税务居民的研发成本可享有已降低或零预扣税。此奖励 由新加坡经济发展局(EDB)管理及审核。
Writing-down allowances for IP acquisition (S19B)
收购知识产权的减值税津贴 (S19B)
Automatic 5/10/15-year writing-down allowances on capital expenditure incurred for IPR acquisitions with legal and economic ownership. EDB’s approval is required if only economic ownership of IP rights is acquired.

如果收购知识产权的法律和经济所有权,可自动获得5/10/15年的资产减值税。 但如 果只收购知识产权的经济所有权,则需要EDB的批准。
Maritime, shipping and logistics 海运、船务和物流
Incentives Available 可用奖励
Benefits 利益
Maritime Sector Incentive (MSI) – Singapore Registry of Ships (MSI-SRS) and Approved International Shipping (MSI-AIS)
海运部门奖励(MSI) – 新加坡船舶注册管理机构 (MSI-SRS)和批准的国际航运(MSI-AIS)
Tax exemption on qualifying shipping income from operating Singapore and foreign- flagged ships, provision of specified ship management services, and income from foreign exchange and risk management activities which are carried out in connection with or incidental to the operations of ships for either a 10-year renewable period; or a 5-year non-renewable period, with the option of graduating to the 10-year renewable award at the end of the 5-year period. This incentive is administered by Maritime and Port Authority of Singapore (MPA).

经营新加坡和外国船舶的合格运输收入、提供指定的船舶管理服务,以及与为期5年 (不可更新但可选择转换为10年可更新奖励)或10年(可更新)船舶经营有关的外汇和 风险管理活动收入,均属免税。此奖励由新加坡海事与港务管理局(MPA)管辖。
MSI – Shipping Related Support Services (MSI-SSS) Award
MSI – 航运相关支持服务(MSI-SSS)奖励
Concessionary tax rate of 10% on the incremental income derived from carrying out approved shipping-related support services for a 5-year renewable period. This incentive is administered by Maritime and Port Authority of Singapore (MPA).

从提供以下符合条件的批准航运相关支持服务中获得的增加收入,可享有10%优惠税 率,为期5年可续期。此奖励由新加坡海事与港务管理局(MPA)管辖。

  • Ship broking;
    船舶经纪；
  • Forward freight agreement (FFA) trading;
    远期货运协议(FFA)交易；
  • Ship management;
    船务管理；
  • Ship agency;
    船务代理；
  • Freight forwarding and logistics services; and
    报关和物流服务；及
  • Corporate services rendered to qualifying approved related parties who are carrying on business of shipping – related activities.
    提供服务给从事与船务有关的合格和被批准的公司。
MSI – Maritime Leasing (MSI-ML) Award
MSI – 海运租赁(MSI-ML)奖励
Concessionary tax rate of 10% for up to 5 years on qualifying leasing or management income. This incentive is administered by Maritime and Port Authority of Singapore (MPA). This incentive is administered by Maritime and Port Authority of Singapore (MPA).

合格的租赁或管理收入可享有长达5年的10%税收优惠。此奖励由新加坡海事与港务管 理局(MPA)管辖。
Maritime Innovation & Technology (MINT) Fund
海事创新与科技(MINT)基金
To promotes and encourages upstream research, product and solution development relevant to the maritime industry in Singapore. This incentive is administered by Maritime and Port Authority of Singapore (MPA).

旨于促进和鼓励与新加坡海运业相关的上游研究、产品和解决方案开发。此奖励由新 加坡海事与港务管理局(MPA)管辖。

Grant of up to 70% of the total qualifying project costs (inclusive of input GST), comprising of manpower and equipment either engaged or acquired for the purposes of the project, and other operating expenditure incurred for the purposes of the project.

联合资助高达70%项目总成本,包括人力、设备、和其他与项目有关的费用。

4) TAX EXEMPTION ON DIVIDEND DECLARED FROM SINGAPORE 豁免新加坡股息税

Dividend declared out of the profit derived from Singapore Company and received in Malaysia is exempted from tax(3).

在马来西亚收到新加坡公司利润发出来的股息是免课税(3)的。

5) TAX TREATIES 税收协定

Singapore has entered into Double Taxation Agreement (“DTA”) with 88 countries. Please refer to APPENDIX I.

新加坡已与 88 个国家签订了双重课税协定(“ DTA”)。请参考附录一。

6) AUDIT EXEMPTION of a Singapore Company 豁免新加坡公司审计

A company incorporated on or after 1 July 2015, if a private company that fulfils at least two of the following three quantitative criteria in each of the immediate past two financial years is exempted from audit (4) : (a) Total annual revenue of not more than SGD 10 million; (b) Total assets of not more than SGD 10 million; (c) Number of employee of not more than 50.

凡公司会计年度从2015年7月1日开始经营的私营公司,其过去两个会计年度满足至少以下两个条件将允许豁免审计(4) :(一)其总年收入不超过 新元 1 千万;(二)其总资产不超过新元 1 千万;(三)其雇员的数量不超过50个。
1. a) It is incorporated in Singapore and a tax resident of Singapore for that Year of Assessment. b) It has no more than 20 shareholders throughout the basis period relating to that Year of Assessment and all its shareholders are individuals throughout the basis period relating to that Year of Assessment; or there is at least one individual shareholder with a minimum of 10% shareholding. c) Its principal activity is not related to (i) investment holding, or (ii) property developer for sales, investment, or both.

2. To consider a company as resident in Singapore, the control and management of the business must be exercised in Singapore. Though the term “control and management” is not clearly defined by authorities, a generally accepted consensus is that it refers to the policy level decision making at the level of Board of Directors and not the day-to-day decision making and operations.

3. Section 127 (1) – Exemptions from tax. Any income specified in Part 1 of Schedule 6 shall be exempt from tax. Part 1 Schedule 6, para 28 (1), Income of any person, other than a resident company carrying on the business of banking, insurance or sea or air transport, for the basis year of assessment derived from sources outside Malaysia and received in Malaysia Part 1 schedule 6, para 28(1), exempt income of any person derive from sources outside Malaysia and received in Malaysia (See also exception).

4. Existing safeguards will however be retained, such as requiring all companies to keep proper accounting records, and empowering shareholders with at least 5% voting rights to require a company to prepare audited accounts.

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JAPAN DESK
ジャパンデスク

当事務所のジャパンデスクは、長年マレーシアに在住し、日マ双 方のビジネス環境、文化、習慣を熟知したディレクターが担当して います。包括的な業界知識と、クライアントサービス経験を活か し、ローカルのプロフェッショナルチームと連携し、日系企業の皆 様にきめ細かなサービスをご提供しています。そして法令順守、業 務課題の解決、ビジネス機会の抽出と最大化、効率の向上、その成 果としての事業目標の達成に貢献いたします。
Japan has been consistently remained as one of top investors in the South East Asia region, and recognising the distinct needs of Japanese businesses, our Japan Desk is led by native Japanese who is fluent in Japanese-English and has stayed locally for a number of years, thus he understand both local and Japanese business environment, culture and customs well and is able to leverage our extensive industry knowledge and client services experiences and lead our local professional teams to work closely with Japanese companies to meet the local statutory compliances, resolve business issues, identify and maximum business opportunities, improve efficiency and eventually to achieve your business goals.
日本は、東南アジア地域において、常にトップインベスターの地位を占めています。そして、日本ビジネス特有のニーズには個別対応が必要な ことから、当事務所では日本語と英語に熟達し、かつマレーシアにて長期の実務経験を有する、日本人コンサルタントを配置しています。そし て、日本とマレーシア双方のビジネス環境、文化的特性、商習慣に対する十分な理解のもと、広範囲な業界知識と業務経験を活かし、当事務所 のローカルスタッフと連携し、日本企業向けにプロフェッショナルサービスを提供しています。そのスコープには、法令順守、業務課題の解決、 ビジネス機会の抽出と最大化、効率性改善、そしてその成果としての事業目標の達成に貢献いたします。

In addition, we organises Japanese seminars and publishes Japanese publications and newsletters regularly to ensure Japanese companies stay tune with the updated information which is essential to them to make any business decision promptly.
さらに当事務所では、日本語でのビジネスセミナーや書籍・ビジネスレターなどの定期的な発行を通して、日本企業に最新情報をお届けするこ とで、迅速かつ臨機応変な意思決定をサポートしています。

What We Do 当事務所のサービス

Our Japan Desk provides a diverse spectrum of business solutions and consulting services to Japanese client including:
ジャパンデスクでは、多岐に渡るビジネスソリューションとコンサルティングサービスを提供しています。

Audit and Assurance
監査・保証業務 アシュアランス

Offshore Advisory
オフショアアドバイス

BPO & Business Advisory
アウトソーシング(BPO)・ビジネスアドバイス

Risk & Governance Advisory
リスク・ガバナンスアドバイス

Digital Transformation & Data Analytic
デジタルトランスフォーメーション・データアナリティクス

Tax & GST Advisory
税務・GST税アドバイス

Family Office & Private Client Services
ファミリーオフィス・プライベートサービス

Transfer Pricing Advisory
移転価格アドバイス

Financial and Transactions Advisory
財務、買収合併アドバイス

US Desk
アメリカデスクサービス

Market Entry Advisory
市場参入アドバイス

Valuation Advisory
事業価値評価アドバイス

Migration Advisory
移転アドバイス

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US Desk

US Desk featured

US Desk

Thinking of going listed aboard on US Stock Exchange for either a better valuation and liquidity or gateway to international market to leverage global growth?

Our US Desk has been setup to support and facilitate those Asia-based companies interested in going listed aboard on US Stock Exchange.

Our US Desk is well connected with our member firms or strategic partners throughout the US to act as a single point of contact to manage your cross-border projects in direct coordination with your team and assist your IPO path to success in US.

What We Do

Our expertise include:
  • US GAAP Reporting including the Preparation of SEC Form, Quarterly Announcement and Annual Financial Statement in accordance with US GAAP Financial Reporting Framework;
  • Identifying Key Differences Between IFRS and US GAAP and Converting IFRS to US GAAP and Assisting in the Calculation of Necessary Adjustments;
  • Preparing Interim or Annual US GAAP and SEC Disclosure Checklist and Management Analysis and Discussions;
  • US GAAP Technical Accounting Memorandum on Complex and Unusual Accounting Transactions;
  • SOX (Sarbanes Oxley) Reporting including the setting up of COSO Framework to Address Major Elements of Internal Controls such as the Control Environment, Risk Assessment, Control Activities, Information/Communication, and Monitoring Activities to meet the requirements of 404a – Management’s Responsibility for Establishing and Maintaining Adequate Internal Control For Financial Reporting or 404b – Independent Auditor’s Responsibility for Attesting to and Reporting on Management’s Assessment of Internal Control.
  • Introducing and Pitching a Target Companies to Potentially Match with a Right SPACs (Special Purpose Acquisitions Companies) for Acquisition and Merger.
  • American National Standard Business Valuation by Certified Valuation Analyst (CVA) of National Association of Certified Valuators and Analysts (NACVA) for the purpose of Financial Reporting, Initial Public Offering (IPO), Mergers & Acquisitions (M&A) and SPACs.

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Why Labuan?

Why Labuan

Why Labuan?

TAX BENEFITS

1. Corporate Tax 3%

A. The Labuan Business Activity Tax (Requirements for Labuan Business Activity) Regulation 2021 has been gazetted on 22 November 2021 and are deemed to have come into operation on 1 January 2019, a Labuan company carrying on a Labuan business activity is only subject to tax at the rate of 3% of net profit PROVIDED that it has fulfilled the requirement of the number of full time employees and an amount of annual operating expenditure as specified in the Schedule below:

Labuan Company Carrying on a Labuan Business Activity

Minimum Number of Full Time Employees in Labuan

Minimum Amount of Annual Operating Expenditure in Labuan (RM)

Labuan Insurer, Labuan reinsurer, Labuan takaful operator or Labuan retakaful operator

3

200,000

Labuan underwriting manager or Labuan underwriting takaful manage

4

100,000

Labuan insurance manager or Labuan takaful manager

4
100,000

Labuan insurance broker or Labuan takaful broker

2

100,000

Labuan captive insurer or Labuan captive takaful –
  1. Labuan first party captive insurer or Labuan first party captive takaful; or
  2. Labuan third party captive insurer or Labuan third party captive takaful.
2
2

100,000

100,000

Labuan bank, Labuan investment bank, Labuan Islamic bank or Labuan Islamic investment bank

3

200,000

Labuan trust company

3

120,000

Labuan leasing company or Labuan Islamic leasing company

  1. 10 or less related Labuan leasing companies or Labuan Islamic leasing companies;
2 per group
100,000 for each Labuan leasing company or Labuan Islamic leasing companies;
  1. 11 to 20 related Labuan leasing companies or Labuan Islamic leasing companies;
3 per group
100,000 for each Labuan leasing company or Labuan Islamic leasing companies;
  1. 21 to 30 related leasing companies or Labuan Islamic leasing companies;

4 per group

100,000 for each Labuan leasing company or Labuan Islamic leasing companies;
  1. More than 30 related Labuan leasing companies or Labuan Islamic leasing companies
Increase of 1 employee for every additional 10 companies
100,000 for each Labuan leasing company or Labuan Islamic leasing companies;

Labuan credit token company or Labuan Islamic credit token company

2

100,000

Labuan development finance company or Labuan Islamic development finance company

2

100,000

Labuan building credit company or Labuan Islamic factoring company

2

100,000

Labuan factoring company or Labuan Islamic factoring company

2

100,000

Labuan money broker or Labuan Islamic factoring company

2

100,000

Labuan fund manager

2

100,000

Labuan securities license or Labuan Islamic securities license

2

100,000

Labuan fund administrator

2

100,000

Labuan company management

2

100,000

Labuan International Financial Exchange
Provision of treasury processing services and such other services as defined in Section 129 of the Labuan Financial Services and Securities Act 2010.

2

120,000

Self-regulatory organisation or Islamic self-regulation organisation

2

120,000
Labuan entity that undertakes investment holding activities other than pure equity holding activities:
  1. Administrative services
    • Services pertaining to employee management, payroll management, property management, human resource management, financial planning, contract or subcontract management, facilities management or proposal management.*
    • Accounting services services pertaining to recording, analysing, summarizing or classifying financial, commercial and business transactions and information of a person or business.*
  2. Legal services
    • conveyancing services ;*
    • legal advisory services ;*
    • litigation or legal representation services in any proceedings before any court, tribunal or other authority ;or *
    • legal dispute resolution services including alternative dispute resolution. *
  3. backroom processing services
    • services relating to settlements of receivables and payables, clearance, record maintenance, regulatory compliance or information technology (IT) related services which are usually performed by administration and support personnel who do not deal directly with client. *
  4. Payroll services
    • services relating to:- processing, calculation, payment and deduction of remuneration, benefits, tax and statutory payment ; or
    • issuance of payslip and tax statement *
  5. talent management services;
    • services relating to the provision of human resource services to attract, onboard, develop, motivate, and retain employees.*
  6. agency services ;
    • services relating to the provision of specific services on behalf of another group, business, or person pursuant to an agency agreement between the agent and its client.*
  7. insolvency related services;
    • services related to administering company liquidations or winding up or personal bankruptcy.*
  8. management services other than Labuan company management under item 17
    • organization and coordination of activities of a business in order to provide services to the clients and usually consist of organizing, supervising, monitoring, planning, controlling and directing business’s resources such as human, financial and technology*
*As per Frequently-Asked Questions (FAQ) on Labuan Business Activity Tax (Requirements for Labuan Business Activity) Regulations 2021 [P.U. (A) 423/2021] issued by Labuan Financial Services Authority (LOFSA) dated 14 December 2021.*
2

50,000

Labuan entity that undertakes investment holding activities other than pure equity holding activities
1

20,000

Labuan entity that undertakes pure equity holding activities
Exempted under the Labuan Business Activity Tax (Exemption) Order 2020 [P.U (A) 177/2020]

20,000

B. Management And Control Requirement For Labuan Entity That Undertakes Pure Equity Holding Activities

Regulation 3, The Labuan Business Activity Tax (Requirements for Labuan Business Activity) Regulation 2021 which is deemed to have come into operation on 1 January 2021, requires the above mentioned company to comply with the following:

  1. meeting of the board of directors is convened in Labuan at least once a year;
  2. the registered office of the Labuan entity shall be situated in Labuan;
  3. the secretary of the Labuan entity appointed under the Labuan Companies Act 1990 shall be resident in Labuan; and
  4. the accounting and business records including the minutes of meeting of the Labuan entity’s board of directors shall be kept in Labuan.

C. Income derived from intellectual property rights is subject to tax at the rate of 17% or 24% under Income Tax Acts 1967(“ITA”) .

With effect from 1 Jan 2019, under Income Tax (Deductions Not Allowed for Payment Made to Labuan Company by Resident) Rules 2018 (Amendment) 2020, the following type of payments made to a Labuan Entity by a company resident in Malaysia are not entitled to a tax deduction:

Type of payment

Amount not allowed for deduction

Interest payment

25%

Lease rental

25%

Other payments

97%

2) 0% ON SERVICE TAX AND 6 % ON IMPORTED SERVICE

No service tax shall be charged on any taxable service provided within or between Special Areas and Designated Areas unless on the taxable services prescribed in the Service Tax (Imposition of Tax for Taxable Service in Respect of Designated Areas and Special Areas) Order 2018.

3) 0% ON WITHHOLDING TAX

There is no withholding tax on dividends paid by a Labuan Company in respect of dividends distributed out of income derived from Labuan business activities or income exempt from income tax. Interest, royalties, lease rental, technical fee and management fees paid to a non-resident are not subject to withholding tax.

4) 0% ON STAMP DUTY

This may include but not limited to transfer of share, etc.

5) 100% EXEMPTION OF DIRECTOR’S FEE RECEIVED BY NON-CITIZENS INDIVIDUAL

6) DOUBLE TAXATION AGREEMENT (DTA) WITH MORE THAN 70 COUNTRIES

Labuan Company enjoys the benefits of more double taxation treaties than any other offshore company as it almost enjoys same full double taxation benefit as Malaysia company except for eleven (11) of those 74 countries, and it can enjoy full treaty benefit even with those eleven (11) countries by incorporating a Malaysian domestic subsidiary company.

7) LIBERAL LABUAN EXCHANGE CONTROL ENVIRONMENT – FREE FLOW OF FUNDS

8) INVESTMENT PROTECTION AGREEMENT (IGA) WITH MORE THAN 50 COUNTRIES

9) THE CONFIDENTIALITY OF COMPANY, SHAREHOLDER AND DIRECTORS’ INFORMATION IS ENSURED

10) LABUAN COMPANY VS BVI COMPANY

Labuan Company

BVI Company

Labuan is low-tax jurisdiction country.

BVI is tax-free jurisdiction country.

Comparison

Certain home country may impose the income tax law on incomes deriving from offshore, if they have not been taxed offshore, particularly, when they are remitted back, this may appy to BVI Co but not Labuan Co as it pays minimum tax.

Labuan Co enjoys more than 70 countries’ double tax treaties (DTAs).

BVI enjoys only 2 countries’ (Japan and Switzerland) double tax treaties (DTAs), and these treaties are not used in practise.

Dividend declared from Labuan Co to Malaysia is free of tax.

Dividend declared from BVI co may subject to income tax.

Note: If the company is Non-Malaysian Co, the tax exemption will depend on each home country’s law jurisdiction and its double tax treaties with Malaysia.

No withholding tax on interest payment.

BVI has applied the European Union (EU) Savings Directive since 1 July 2005. A withholding tax (initially 15%, rising to 20% from 1 July 2008) has been applied to interest payments to natural persons resident within the EU.

Labuan has its registered auditor under its jurisdiction. The income tax payable is allowed to base on the audited profit, the source of income is cleared for reinvestment or dividend purpose, once it is paid.

BVI has no registered auditor under its jurisdiction.

ILLUSTRATIONS ON LABUAN COMPANY STRUCTURE
纳闽有限公司结构图解

1) Labuan Leasing Company or Labuan Islamic Leasing Company 离岸租赁

Suitable Industries 合适行业
  • Vessel, aircraft, shipping, oil & gas, high value assets co.
    船舶、飞机、航运、石油和天然气、高价值资产公司。
Tax Advantages 税收优惠
  • Income tax is only 3% of net profit
    纳闽有限公司的所得税只限于其净收入的3%。
  • Dividend income received by Labuan Co is exempted from tax.
    纳闽有限公司所收到股利收入是豁免徵税。
  • No withholding tax on dividend declared And lease rental made by Malaysian subsidiaries or 3rd Party Malaysian Co.(2)
    马来西亚子公司或第三方公司之股利及租赁租金是免缴代扣代缴 税。(2)
why labuan graph

2) Investment Holding Company 投资控股有限公司

Suitable Industries 合适行业 :
  • Investment holding or offshore investment.
    控股投资或离岸投资
Tax Advantages
  • Dividend income received by Malaysian Parent Co(1)  or Labuan Co is exempted from tax.
    马来西亚母公司(1)股利收入是豁免徵税。
  • No withholding tax on dividend declared by Labuan Co to either Malaysian or Foreign Parent Co.
    马来西亚或海外母公司向纳闽有限公司收取的利息是免缴代 扣代缴税。
  • No withholding tax on interest charged by Malaysian or Foreign Parent Co to Labuan Co.
    纳闽有限公司公布股利给马来西亚或外国母公司是免缴代扣代缴税。
  • No Capital Gain Tax and stamp duty for the transfer of shares in Labuan Co, e.g. dispose the investment in Foreign Manufacturing Co by selling Labuan Co.
    纳闽有限公司股份转让是免缴资本收益税及印花税，例如： 母公司可以出售外国生产有限公司通过出售其在纳闽公司所 持股份。
  • Enjoys double tax treaties with more than 70 countries via a Labuan Co.
    通过纳闽公司享受与超过70 个国家签署的避免双重税收协议。
why labuan graph

3) Captive Insurance 专属保险

Suitable Industries 合适行业 :

  • Captive Insurance 专属保险

Tax Advantages 税务优势:
Income tax is only 3% of net profit
纳闽专属保险有限公司的所得税只限于其净收入的3%。

  • Dividend income received by Malaysian Parent Co(1) is exempted from tax.
    马来西亚母公司(1) 股利收入是豁免徵税。
  • No withholding tax on dividend declared by Labuan Captive Insurance Co.
    纳闽专属保险有限公司公布股利是免缴代扣代缴税。
  • Enjoys double tax treaties with more than 70 countries via a Labuan Co.
    通过纳闽公司享受与超过70个国家签署的避免双重税收协议。
why labuan graph

4) Offshore Financing 离岸融资

Suitable Industries 合适行业 :
  • Fund managers 基金经理
Tax Advantages 税务优势
  • Income from investment is exempted from tax for Labuan Co.
    纳闽有限公司投资收入是豁免徵税。
  • Dividend from Labuan Co is exempted from tax.
    来自纳闽有限公司的股利是豁免徵税。
  • No withholding tax either on dividend declared by or interest charged from Labuan Co to Labuan Funds.
    纳闽有限公司对纳闽基金宣布股利或收取利息是免缴代扣代缴 税。
  • Distribution from Labuan Funds to investors is not subject to withholding tax.
    分配纳闽基金于投资者是免缴代扣代缴税。
  • Enjoys double tax treaties with more than 70 countries via a Labuan Co.
    通过纳闽有限公司享受与超过70 个国家签署的避免双重税收协 议。
Other Advantages 其他优势
  • Lower cost of funds.
    基金成本较低
  • Liberal Labuan exchange control environment.
    自由纳闽外汇管制
  • Debt instruments of Labuan Co may be listed.
    纳闽有限公司债务票据可申请上市
Investment Funds 投资基金
why labuan graph
Islamic Financing 伊斯兰融资
why labuan graph

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Mandatory Sustainability Reporting

Mandatory Sustainability Reporting

Mandatory Sustainability Reporting

MANDATORY SUSTAINABILITY REPORTING REQUIREMENT

1. Singapore Stock Exchange Sustainability Reporting Requirement

Annual Report issued for financial year ended on Financial Year Ended 2017.

2. Bursa Malaysia Sustainability Reporting Requirement

Narrative Statement (i)

Detailed Disclosure (ii)

Annual reports issued for financial years ending on or after.
Main Market listed issuers with market capitalisation as at 31 Dec 2015:
≥ RM 2 billion
31 Dec 2016
31 Dec 2016
RM1 – 2 billion

31 Dec 2017

31 Dec 2017

≤ RM 1 billion

31 Dec 2017

31 Dec 2018

ACE Market:

All listed corporations
31 Dec 2018

N/A

Notes:

  • Narrative statement of the management of material economic, environmental and social risk and opportunities
  • Detailed disclosure includes the governance structure, scope of sustainability statement and the management of EES risks and opportunities

WHAT WE DO

More and more stock exchanges recognised the important of Sustainability Reporting and require all the listed companies to disclose their ESG performance as non-financial performance reporting to satisfy the greater demand of transparency from stakeholders. We can assist you in developing your ESG reporting. Our key services include: –


  1. Stakeholder engagement
  2. Sustainability reporting and disclosure
  3. Environment, health & safety
  4. Policy advisory
  5. Report assurance

OUR SELECTED TRACK RECORDS AND TEAM EXPERIENCES

RGT Berhad
Harbour-Link Group
SDS Group Berhad
Malaysia Steel Works (KL) Bhd
Engtex Group Berhad
ARB Berhad
SCGM Berhad
KPS Consortium Berhad
Bonia Corporation Berhad
Sin Heng Chan (Malaya) Berhad
KSL Holdings Berhad
PCCS Group Berhad
Inta Bina Group Berhad
Perusahaan Sadur Timah Malaysia (Perstima) Berhad
K. Seng Seng Corporation Berhad
Perak Transit Berhad

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Malaysia Principal Hub Incentive

Malaysia Principal Hub Tax

MALAYSIA PRINCIPAL HUB TAX INCENTIVE

Principal Hub is a locally incorporated company that uses Malaysia as a base for conducting its regional or global businesses and operations to manage, control, and support its key functions including management of risks, decision making, strategic business activities, trading, finance, management and human resource.

1. Overview Of The Incentive

An approved Principal Hub company is eligible to enjoy the following concessionary corporate income tax rates on income derived from qualifying activities:
Category
Concessionary Corporate Income Tax Rate
Blocks (Years)

Tier 2

Tier 3
A. New Company
Tier 1 : 0%
Tier 2 : 5%
5 (+5)
Trading and services income derived from qualifying activities
Refer to Appendix A
B. Existing Company (Approved OHQ/IPC/RDC with or without incentive)
10% on the total statutory income
5
Trading and services income derived from qualifying activities
Refer to Appendix B
C. Existing companies (Existing Manufacturing / Services Companies)
10% on the total statutory income
5
Trading and services income derived from qualifying activities
Refer to Appendix C
Royalties and other income derived from Intellectual Property Rights (IPRs) will be excluded from this incentive.

2. Minimum Requirements

  • Local incorporation under the Companies Act 2016 and resident in Malaysia.
  • No local equity/ownership condition.
  • Paid-up capital of more than RM2.5 million.
  • Minimum annual sales of RM500 million (Additional requirement for companies applying for tax exemption on trading income).
  • Serve and control a minimum number of network companies1.
1 Network companies defined as related companies or an entity within a same group including subsidiary, branches and joint venture; or non-related companies have contractual agreement with applicant or applicant’s ultimate company in regards with applicant’s business and supply chain for at least 3 years.

3. List Of Qualifying Services

Strategic Services
Business Services
Shared Services
a. Regional P&L/Business Unit Management
b. Strategic Business Planning and Corporate Development
c. Corporate Finance Advisory Services
d. Brand Management
e. IP Management
f. Senior-level Talent Acquisition and Management
a. Bid and Tender Management
b. Treasury and Fund Management
c. Research, Development & Innovation1
d. Project Management
e. Sales and Marketing
f. Business Development
g. Technical Support and Consultancy
h. Information Management and Processing
i. Economic/ Investment Research Analysis
j. Strategic Sourcing, Procurement and Distribution
k. Logistics Services
a. Corporate Training and Human Resource Management
b. Finance & Accounting (Transactions, Internal Audit)

4. Requirement

  • To hire higher and diverse set of managerial/technical/professional skills such as management, analytics, communication, problem-solving and proficiency in information technology with a minimum salary of RM5,000 and RM25,000 respectively.
  • To provide structured internship and training programs approved by Talent Corporation Malaysia for Malaysians.

5. Facilities Accorded To Principal Hub

  • Customs duty exemption when bringing raw materials, components, or finished products into free industrial zones, licensed manufacturing warehouse, free commercial zones and bonded warehouses for production or re-packing, cargo consolidation and integration before distribution to its final consumers for goods-based companies.
  • No local equity/ownership requirements.
  • Expatriate post based on requirements of business plan subject to current policy of expatriate.
  • Allowed to acquire foreign professional services when locally-owned services are not available.
  • Freedom to acquire fixed assets for the purpose of carrying out operations.
  • Foreign Exchange Administration flexibilities.

Eligibility Criteria For Principal Hub 2.0

Category - I. New Company - Manufacturing/Services Company*

2-tier Incentive
Tier 2

Tier 1

Blocks
5
+5
5

+5

Tax rate
5%
+5
5%
5%
High Value Jobs with monthly salary of at least RM5,000.00

High Value Jobs
Jobs that require higher and more diverse set of managerial/ technical/ professional skills such as management, analytics, communication, problem-solving, and proficiency in information technology
30
** PH Base Commitme nt + 20%
50
** PH Base Commitment + 20%
At least 50% of the high value jobs must be filled up by Malaysians
–
** PH Base Commitme nt + 20%

–

–
Including key positions
– Monthly salary of at least RM25,000.00
4
** PH Base Commitme nt + 20%
5
–
Annual Operating Expenditure
RM5 mil
** PH Base Commitme nt + 30%
RM10 mil
** PH Base Commitme nt + 30%
Qualifying Services
Regional P&L/Business Unit Management, Strategic Business Planning & Corporate Development + 2
Minimum Serving/Business Control of No. of Network Companies
10
(Including 3 Related Companies)
10
(Including 3 Related Companies)
15
(Including 4 Related Companies)
15
(Including 4 Related Companies)

Use of Local Ancillary Services

Local Financial Institution Services (including finance and treasury), logistics, legal and arbitration services, finance and treasury services)
Trading of Goods Annual Sales Turnover
(Additional requirement for companies applying for tax exemption on trading income)
RM500 million
  • PH company upon its approval must comply with the stipulated conditions during the exemption period.
  • Where in any year of assessment of the exempted period, the PH company fails to comply with the stipulated conditions, the PH company may not enjoy the exemption on statutory income for that year of assessment.
** PH Base Commitment: To use commitment from end of Year 5 (Block 1).

Concessionary Tax Rate of 10%

Category - II. Existing Companies approved IPC, RDC, OHQ with or without incentive*

Criteria
Details
High Value Jobs with monthly salary of at least RM5,000.00

High Value Jobs
Jobs that require higher and more diverse set of managerial/ technical/ professional skills such as management, analytics, communication, problem- solving, and proficiency in information technology

At least 50% of the high value jobs must be filled up by Malaysians

Including 5 key positions
– Monthly salary of at least RM25,000.00
Approved without incentive:
Existing number of high value jobs + 30%

Approved with incentive:
Total 60 high value jobs or existing number of high value jobs + 20%, whichever is higher
Annual Operating Expenditure
Approved without incentive:
RM10 million or average operating expenditure for the past 3 years + 30% whichever is higher

Approved with incentive:
Annual operating expenditure of RM13 million or average operating expenditure for the past 3 years + 20% whichever is higher
Qualifying Services
Approved without incentive:
Regional P&L/ Business Unit Management, Strategic Business Planning & Corporate Development + 2

Approved with incentive:
Regional P&L/ Business Unit Management, Strategic Business Planning & Corporate Development + 3
Minimum Serving/Business Control of No. of Network Companies
Approved without incentive:
10 (Including 4 Related Companies)

Approved with incentive:
15 (Including 5 Related Companies)
Use of local Ancillary Services
Local Financial Institution Services (including finance and treasury), logistics, legal and arbitration services, finance and treasury services)
Trading of Goods Annual Sales Turnover
(Additional requirement for companies applying for tax exemption on trading income)
Average sales turnover for the past 3 years or RM500 million whichever is higher
Structured Internship Programmes/ equivalent Training Schemes introduced by the Government
Approved without incentive:
Conduct Structured Internship Programmes / equivalent Training Schemes to training at least one (1) graduate every year

Approved with incentive:
Conduct Structured Internship Programmes / equivalent Training Schemes to train at least two (2) graduates every year
Structured Training Programmes
Approved without incentive:
At least three (3) local workers to undergo structured training programs for upgrading skills in related fields during incentive period.

Approved with incentive: At least 20% of local workforce from the entire workforce to undergo structured training programs for upgrading of skills in related qualifying services during incentive period.
  • PH company upon its approval must comply with the stipulated conditions during the exemption period.
  • Where in any year of assessment of the exempted period, the PH company fails to comply with the stipulated conditions, the PH company may not enjoy the exemption on statutory income for that year of assessment.

Concessionary Tax Rate of 10%

Category - III. Existing Manufacturing/Services Company*

Blocks
5
High Value Jobs with monthly salary of at least RM5,000.00

High Value Jobs
Jobs that require higher and more diverse set of managerial/ technical/ professional skills such as management, analytics, communication, problem- solving, and proficiency in information technology

At least 50% of the high value jobs must be filled up by Malaysians

Including 5 key positions
– Monthly salary of at least RM25,000.00
Total 30 high value jobs or existing number of high value jobs + 30%, whichever is higher
Annual Operating Expenditure
Annual operating expenditure of RM10 million or average operating expenditure for the past 3 years + 30% whichever is higher
Qualifying Services
Regional P&L/Business Unit Management, Strategic Business Planning & Corporate Development + 2
Minimum Serving/Business Control of No. of Network Companies
10 (Including 5 Related Companies)
Use of local Ancillary Services
Local Financial Institution Services (including finance and treasury), logistics, legal and arbitration services, finance and treasury services)

Trading of Goods Annual Sales Turnover
(Additional requirement for companies applying for
tax exemption on trading income)

Average sales turnover for the past 3 years or
RM500 million whichever is higher.

Trading of Goods Annual Sales Turnover
(Additional requirement for companies applying for tax exemption on trading income)

Structured Internship Programmes / equivalent
Training Schemes introduced by the Government

Structured Training Programmes
Average sales turnover for the past 3 years or RM500 million whichever is higher.
Approved with incentive:
Conduct Structured Internship Programmes/ equivalent Training Schemes to train at least one (1) graduate every year.
At least 10% of local workforce from the entire workforce to undergo structured training programs for upgrading of skills in related qualifying services during incentive period
  • PH company upon its approval must comply with the stipulated conditions during the exemption period.
  • Where in any year of assessment of the exempted period, the PH company fails to comply with the conditions on annual business spending, annual high value jobs and annual value of sales, the PH company may not enjoy the exemption on statutory income for that year of assessment.

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Labuan GIFT Programme for International Commodity Trading

Labuan GIFT Programme

Labuan GIFT Programme for International Commodity Trading

Background

The Global Incentives for Trading (GIFT) Programme is tax incentives to encourage the traders to use Malaysia as an international base for specified types of commodities to be conducted on in, from or through Labuan, Malaysia.
Global Incentives For Trading (GIFT) Programme
Eligibility Entities
  1. Labuan Entities licensed as a Labuan International Commodity Trading Company (LITC).
  2. Traditional commodities such as petroleum and petroleum-related products. The specified trading of physical products and related derivative are as follows:-
    • Petroleum and petroleum-related products (including liquefied natural gas (LNG);
    • Mineral;
    • Agricultural products;
    • Refined raw materials;
    • Chemicals;
    • Base minerals; and
    • Coal.
Incentive Commitment
  1. Minimum annual turnover of USD 50 million;
  2. Substantial Activity Requirements for Labuan International Commodity Trading Company (LITC) under the GIFT Programme :-
Labuan Entities Annual operating expenditures
Labuan International Commodity Trading Company.

  1. 5 or less related LITC companies.
  2. Every incremental of 5 related LITC companies.
 RM3,000,000 (USD 750,000) per entity in Malaysia (including minimum of RM100,000 (USD 25,000) in Labuan).

RM3,000,000 (USD 750,000) per entity in Malaysia (including minimum of RM100,000 (USD 25,000) in Labuan).

Local business spending including:
  • Freight charges
  • Bank charges
  • Commissions
  • Depreciations
  • Entertainment
  • Insurance costs
  • Professional fees
  • Rental of office space
  • Skills development fund
  • Telecommunications
  • Transport and travel
  • Utilities
  • Warehousing and storage fees
  • Manpower costs
  • Office maintenance
Labuan Entities Minimum number of full time employees in Labuan
Labuan International Commodity Trading Company.

  1. 5 or less related LITC companies.
  2. Every incremental of 5 related LITC companies.


2 staff per group.

Increase of 1 employee for every additional 5 LITC companies.

c. To employ at least three (3) professional traders who are tax residents of Malaysia.

Operational Requirements

LITC to have the following functions (but not limited to) in Malaysia:
  1. Strategic management;
  2. Banking;
  3. Finance and treasury management;
  4. Risk management;
  5. Market research and product portfolio development;
  6. Logistics management;
  7. Global procurement;
  8. Marketing and sales planning.
Location for consideration
Operating and/or marketing office can be based anywhere in Malaysia.
Incentives
  1. 3% on audited chargeable profits;
  2. 100% tax exemption on director fees paid to a non-Malaysian director;
  3. 50% tax exemption on gross employment income of non-Malaysian professional, managerial including traders with LITC;
  4. Tax exemption on dividends received by or paid from the LITC;
  5. Tax exemption on royalties received from the LITC;
  6. Tax exemption on interest received by residents or non-residents from the LITC;
  7. Stamp duty exemption on all instruments for Labuan business activities, M&A of Labuan entities and transfer of shares;
  8. No sales tax and service tax;
  9. The non-deductability rules under P.U (A) 375/2018 dated 31st December 2018 is not applicable to transactions between LITC and Malaysian resident (subject to fulfillment of the tax substantial activity requirements).

Setting up LITC Company

  1. Apply licence with Labuan FSA*
  2. Approval from Labuan FSA* obtained
  3. Incorporation of LITC
  4. Commence business

Comparision Between Labuan Gift Programme Vs Singapore Global Trader (GTP) Programme

GIFT (MALAYSIA)
GTP (SINGAPORE)
Incentives
3% on audited net profit. No renewal is required, provided that the Substances Regulations for LITC are met.
Reduced corporate rate of 5% – 10% on qualifying trading income for renewable period three (3) to five (5) years.
Qualifying commodities and products:-
  1. Petroleum and petroleum related products, including liquefied natural gas (LNG);
  2. Mineral;
  3. Agricultural products;
  4. Refined raw materials;
  5. Chemicals;
  6. Base minerals; and
  7. Coal.
  1. Electronic and electrical products;
  2. Consumer products;
  3. Building and Industrial materials;
  4. Industrials products;
  5. Energy commodities and products;
  6. Agricultural commodities and bulk edible products;
  7. Minerals;
  8. Machinery components

Physical trade that qualify under GTP:
  1. Trans-Shipment Trade;
  2. Offshore Trade;
  3. Re-Export Trade (only the non- value added portion of the trades qualify).
Business transactions
Allowed to have transactions with Malaysians for petroleum and petroleum-related products.
Transactions are only those with offshore parties or other GTP companies.
Operation cost
Lower cost of operation, wages and rental.
High cost of operation, wages and rental.
Location
All States in Malaysia, including Iskandar Malaysia
Singapore

Requirements

  1. Minimum annual turnover of USD50 million;
  2. Annual operating expenditures of RM3 million (USD 750,000) payable to Malaysian residents in Ringgit Malaysia;
  3. Minimum 3 professional traders who are tax residents in Malaysia.
  1. Minimum annual turnover of USD100 million;
  2. Minimum local expenditure of SGD $3million (USD 2.3million); and
  3. Minimum 3 trading professional employed which involved in one of the following sectors: risk management, procurement/sourcing or sales and marketing.
Who can apply
Any person who intend to establish a Labuan entity to undertake international commodity trading business.
Well-established players engaged in international physical trading on principal basis and have substantial operations in Singapore and meet stringent quantitative criteria, including employment and local expenditure.

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Why Labuan Foundation is Best Choice in Asia as Private Wealth Management Vehicle?

Why Labuan Foundation Banner

Why Labuan Foundation is Best Choice in Asia as Private Wealth Management Vehicle?

Labuan Foundation is probably one of the Best Choices in Asia as your wealth management vehicle. While there are 21 jurisdictions worldwide which have Foundation Acts to govern wealth management activities, Labuan which is governed by the Labuan Foundation Act 2010, remains the ONLY jurisdiction in Asia. As such, your assets are protected under its own jurisdiction from the local or foreign claims and cannot be liquidated forcefully.

 

Labuan Foundation has other Silent Features as private wealth management vehicle as below:

Labuan Company Carrying on a Labuan Business Activity
  • A corporate body with a separate legal entity
  • Provided by the Labuan Foundations Act 2010
  • Established to manage its own property for any lawful purpose, be it for charitable or non-charitable purposes
Structure (Example)
labuan structure

Control

Founder has extensive control.

Confidentiality

End beneficiaries is anonymous.

Capital Transfer

No capital requirements. Minimum endowment of USD1.00 as an initial asset at time of establishment.

Nationality

No requirement for founder/councillor.

Appeal Against Transfer By Creditors

Only within the first two years of registration.

Appeal Against Inheritance Provisions

No appeal possible because of foreign laws.

Foreign Claim Or Judgment

Unenforceable

Rights And Powers Of A Founder

Enshrined via the charters.

Holding Of Malaysian Assets For Non-charitable Foundations

May hold with Labuan FSA’s approval.

Involvement Of Corporate Body

Allowed to be appointed as :

  • Founder
  • Council (Can be natural person or a corporation)
  • Officer (Can be natural person or a corporation)
  • Beneficiary

Duration

Fixed or perpetual.

Dissolution

Assets returned to designated party.

Ownership Of Foundation’s Asset

Beneficiary has no legal or beneficiary ownership over the foundation’s asset.

Taxation On Income

Under Income Tax Act 1967 if include Malaysian property.

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INTERNATIONAL PRE IPO AND IPO (INITIAL PUBLIC OFFERING) ADVISORY

International IPO

International Pre IPO and IPO (Initial Public Offering) Advisory

hong kong

Why Go Listed in Hong Kong?

  • Better valuation and liquidity
  • Gateway to Mainland China
  • Leveraging Mainland China’s growth
  • Well-established legal system
  • Various acceptable accounting standards
  • Sound regulatory framework
  • Free flow of capital and information
  • Advanced clearing and trading infrastructure

Criteria and Requirements of Listing for Hong Kong Main and GEM Board

hong kong listing criteria
hong kong requirement
HK listing requirement
hk listing criteria

Note:

For the Listing Criteria and Requirements on Singapore Stock Exchange, NYSE, NASDAQ, OTC, Australia Stock Exchange, London Stock Exchange, Borse Frankfurt Stock Exchange and Taiwan Stock Exchange, please refer to PDF.

Pros and Cons of an Initial Public Offering (IPO)

Pros

  • Opportunity for capital growth and new financing
  • Enlargement of shareholder base
  • Increase of shares marketability
  • Realisation of capital gains
  • Diversification of personal portfolios
  • Enhancement of corporate profile
  • Increase of corporate transparency
  • Improvement of employee incentive and commitment
  • Increase of directors’ fiduciary responsibility

Cons

  • Decrease in controlling power over the company and the need to share success with public shareholders
  • Loss of privacy of company and management
  • Time cost and initial IPO expenses during listing
  • Continuing obligations after listing
  • The need to meet shareholders’ expectation (including public minority shareholders)
  • Increase of directors’ fiduciary responsibility

IPO Preparatory Work for listing

Before Listing After Listing
Determine the proposed listing business or scope of the entity.
Form an internal team responsible for listing.
Plan for restructuring of the listing group.
Appoint external professional parties.
Introduce strategic investors.
Prepare and submit listing documents.
Decide to go listed or seek other forms of fund raising.
Respond to questions raised by SEHK regarding the listing documents.
Estimate the amount of funds raised through listing.
Attend listing hearings and get the approval for listing from the Listing Committee.
-
Arrange press conference and roadshow.
-
Issue prospectus.

IPO Process

Listing Process

Parties Involved in IPO Listing

Business Valuation-01
Good Transfer Pricing-02r Pricing-02
  • Sponsors
  • Company’s legal advisors as to Hong Kong law
  • Company’s legal advisors as to law of place of registered office
  • Legal advisors as to law of place of registered office
  • Legal advisors of sponsors and brokers as to Hong Kong law
  • Legal advisors of sponsors and brokers as to law of place of registered office
  • Reporting Accountants
  • Tax advisors
  • Valuers
  • Internal control consultants
  • Third-party industry experts
  • Printers (including Chinese and English translation)
  • Public relations firms
  • Share registrars
  • Receiving banks

Major Component of IPO Listing Expenses

major component of listing expenses
  1. Lawyers’ fees (including sponsors’ legal advisors, company’s legal advisors as to Hong Kong law and law of place of registered office)
  2. Underwriting commission
  3. Sponsors’ fees
  4. Reporting Accountants’ fees
  5. Internal control consultant fees
  6. Public relations and roadshow fees
  7. Printing fees
  8. Valuer’s fees
  9. Application fees to HKEX
  10. Others

Note:

The above is only an estimate of expenses and is subject to change depending on the requirements. For more details, kindly contact our consultants for more informations.

Key Areas that Management Have to Consider

  • What due diligence procedures are needed?
  • How long does the listing process take?
  • What are the impacts of a private company turning into a listed company?
  • The commitments and responsibilities of the senior management?
  • Does management have sufficient knowledge and experience to manage a listed company (e.g. comply with the requirements of corporate governance and internal controls)?
  • Is it necessary to increase internal resources to cope with the listing process?
  • What is the optimal capital structure?
accounting-02

Common Problems During IPO Listing

Corporate Structure or Business Issues

  • Determination of the assets, businesses or entities to be included in the listing group
  • Restructuring of the human resources, management, finance and information technology systems
  • Handling of competing businesses
  • Handling of related party transactions
  • Assets valuation
  • Handling of the minority shareholders’ interests

Taxation Issues

  • Review of tax compliance
  • Feasibility of tax planning
  • Handling of the tax of employees’ warrants
  • Contact with tax authorities to confirm corporate tax status and resolve tax disputes
  • Review of the adequacy of the group’s tax reserves, e.g. land appreciation tax, corporate income tax in the business domicile, value added tax, deferred income tax, profits tax in Hong Kong, etc.

Legal Issues

  • Restructuring of the listing group
  • Treatment and disclosure of legal issues and non-compliance issues for the listing group in track record Period
  • Legal titles of assets
  • Litigation and related compensations

Accounting Issues

  • Revenue recognition
  • Cut-off problem of sales and purchases
  • Consolidation of financial statements of listing entities
  • Retirement benefits of employees
  • Depreciation and impairment of fixed assets
  • Capitalisation of interests
  • Valuation and amortisation of intangible assets
  • Bad debts of accounts receivables and other receivables
  • Existence and completeness of inventory records
  • Accounting for financial instruments
  • External guarantee
  • Accounting for leasing contracts
  • Accounting for government grants and subsidies
  • Qualified opinions in track record period statutory audit reports
  • Unrecorded liabilities
  • Accounting for listing expenses

Continuing Obligations after IPO Listing

Upon listed, the listed company must strictly comply with the Securities and futures Ordinance and the Listing Rules to provide the public with accurate information on timely basis. The major requirements include:
Types of Audit
  • Disclosure of Inside Information
  • Financial Disclosure
  • Notices, Announcements and Circulars
  • Notifiable Transactions
  • Connected Transactions
  • Corporate Governance Report
  • Environmental, Social and Governance Report

Corporate Teams after Listing

Recovery Audit-03
  • Compliance Advisor
  • Company Secretary
  • Qualified Accountant
  • Authorised Representatives
  • Remuneration Committee
  • Audit Committee
  • Authorised Representatives

Our IPO Professional Services

Pre-IPO

Accounting and audit-1
  • Assess whether the company meets the listing requirements and discuss the potential listing problems
  • Discuss the financial and accounting matters regarding the company’s restructuring
  • Discuss the financial and accounting matters regarding the company’s fund raising strategies and channels
  • Discuss the regulatory requirements and the listing process of IPO
  • Discuss the company’s basic accounting policies, preparation of financial statements, consolidation process, etc.
  • Discuss the company’s financial budget mechanism and guide based on its business development strategy
  • Disclosure of related parties transactions
  • Discuss pre-IPO capital restructuring or dividend distribution to realise the optimal composition of assets and liabilities
  • Provide internal control review services, review and assist in establishing internal control procedures on financial reporting processes
  • Provide corporate training and recommendations on improving internal control environment and procedures
  • Provide recommandations on compliance processes
  • Provide tax services and recommendations, including tax audits, tax restructuring, tax planning, etc.

During IPO Listing

  • Prepare Accountants’ Report of the track record period, in accordance with IFRS or HKFRS and the Listing Rules of HKEX
  • Provide general assistance to the company’s sponsors, legal advisors and underwriters in the role of reporting accountants regarding the preparation of prospectus (including attending the meetings for drafting and planning, helping to review, submitting the required information and handling other matters as instructed)
  • Review the unaudited pro forma financial information
  • Review the statement of indebtedness prepared by the company
  • Review the profit and cashflow forecast prepared by the company
  • Assist the sponsors in solving queries from the regulatory authorities
  • Review the accounting policies and calculation methods adopted by the company in profit forecast
  • Comment on internal control review and corporate governance
Organization Description

Post IPO Listing

small business-1
  • Act as an auditor and provide audit services
  • Review the company’s transactions in capital market such as rights issues and major acquisitions and act as reporting accountants for mergers and acquisitions or other projects
  • Review on the disclosure of the company’s financial results regularly
  • Advice on the latest updates on Listing Rules, accounting standards, financial reporting, corporate governance and other regulatory matters
  • Review the company’s internal controls and corporate governance regularly, and provide recommendations for improvement
  • Assist in the preparation of environmental, social and governance report

IPO LISTING CRITERIA AND REQUIREMENTS

Note: For the Listing Criteria and Requirements on Hong Kong Stock Exchange, Singapore Stock Exchange, NYSE, NASDAQ, OTC, Australia Stock Exchange, London Stock Exchange, Borse Frankfurt Stock Exchange and Taiwan Stock Exchange, please refer to PDF.

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