A Labuan partnership, with the liability contained.
A Labuan limited partnership or limited liability partnership under the Act of 2010. Use it as a fund vehicle, a special purpose vehicle, a professional practice or an estate-planning layer. We set it up and administer it.
Make an enquiryA partnership that does not put everyone on the hook.
A plain partnership leaves every partner exposed to the whole of its debts. For a fund, a joint venture or a professional firm, that is rarely the structure you want.
A Labuan limited partnership or limited liability partnership keeps the liability where it belongs. We confirm which form fits, register it under the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010, and run the administration.
See why they are usedWho a Labuan partnership is for.
It suits anyone who wants a partnership form without unlimited exposure.
Fund and investment structures
A general-partner and limited-partner vehicle for pooled investment.
Professional practices
Advisers and firms wanting limited liability between the partners.
SPV builders
A clean special purpose vehicle beneath a larger structure.
Estate planners
A partnership held under a trust or foundation in a family plan.
Set up and administered under our own Labuan FSA licence.
Because we hold the Labuan FSA licence ourselves, the firm that registers your partnership and runs it afterwards is the regulated firm you spoke to, not a broker who sub-contracts the role. We serve you in English, Chinese and Malay.
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How the two partnerships work.
Both are partnerships under the same Act, but they contain liability differently. The limited partnership keeps a managing partner on the hook. The limited liability partnership is its own legal entity, so no partner carries another's liability.
- A limited partnership has a general partner who manages and is liable, and limited partners who are passive.
- A limited liability partnership is a separate legal entity, and every partner has limited liability.
- An LLP needs a designated partner, who is responsible for its compliance.
- Each has at least two partners and up to fifty.
How a Labuan partnership is structured.
The two forms, the partners, tax and distributions under the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010.
- Limited partnership
- At least one general partner, who manages and is liable for the debts, and one or more limited partners, who are passive with liability limited to their capital.
- Limited liability partnership
- A separate legal entity that can contract and hold property in its own name, with limited liability for all partners and a designated partner responsible for compliance.
- Partners
- At least two and up to fifty in either form.
- Legislation
- Both are governed by the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010.
- Tax
- Taxed at 3% of audited net profits under LBATA, where the substance requirements are met.
- Distributions
- Distributions to the partners are tax-exempt.
- Professional practice
- A partnership used for a professional practice must consist of natural persons only and carry professional indemnity insurance.
Why investors and families use a Labuan partnership.
Liability, flexibility and tax in a partnership form.
Choose your liability shape
A limited partnership for a managing partner with passive investors, or a limited liability partnership where everyone is shielded.
Limited liability for partners
In an LLP, no partner carries the liability created by another, and the entity contracts in its own name.
A familiar fund vehicle
The general-partner and limited-partner shape is the model investors expect for a pooled fund.
A clean special purpose vehicle
A simple, contained vehicle to hold a single asset or transaction beneath a larger structure.
Tax-exempt distributions
The partnership is taxed at 3% on net profits under LBATA where the substance rules are met, and distributions to partners are exempt.
A layer in your family plan
Held under a foundation or a trust, a partnership can hold a business or portfolio inside the wider plan.
LP or LLP?
Choose a limited partnership when one partner should manage and others stay passive, the classic fund shape. Choose a limited liability partnership when every partner should be shielded and the vehicle needs to hold property and contract in its own name.
We confirm which fits the plan, and coordinate it with your wider structure and your legal documentation.
How we set up your Labuan partnership.
Four steps from choosing the form to a registered, administered vehicle.
Choose the form
We confirm whether a limited partnership or a limited liability partnership fits the purpose, the partners and the assets.
Draft the agreement
We draft the partnership agreement, setting the partners, their roles, contributions, profit shares and the designated partner where needed.
Register under the Act
We register the partnership under the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010 and put the substance in place.
Administer and report
We run the accounts, the regulatory filings and the ongoing administration on your behalf.
Frequently asked.
Direct answers on the two forms, the difference, the legislation, tax, distributions and fees.
What is a Labuan limited partnership?
A Labuan limited partnership has at least one general partner and one limited partner, up to fifty in total. The general partner manages the business and is liable for its debts. A limited partner is passive, with liability limited to the capital it puts in.
What is a Labuan limited liability partnership?
A Labuan limited liability partnership is a separate legal entity. It can contract and hold property in its own name, and all partners have limited liability. It needs at least a designated partner, who is responsible for compliance, and a limited partner.
What is the difference between a Labuan LP and a Labuan LLP?
The difference is liability and form. In a limited partnership the general partner carries the liability and the limited partners are passive. A limited liability partnership is a separate entity in which every partner has limited liability.
What legislation governs Labuan limited partnerships and LLPs?
Both are governed by the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010.
How is income from a Labuan LP or LLP taxed?
A Labuan LP or LLP is taxed at 3% of audited net profits under LBATA, where the substance requirements are met.
Are distributions from a Labuan LP or LLP tax-exempt?
Yes. Distributions to the partners are tax-exempt. The partnership itself is taxed at 3% of audited net profits under LBATA, where the substance requirements are met.
What are the fees for a Labuan LP or LLP?
A Labuan LP or LLP pays Labuan FSA registration and annual fees, alongside the cost of administration and substance. We confirm the current amounts when we scope the structure.
Can a Labuan LP or LLP be used as an SPV or for estate planning?
Yes. They are used as investment and fund vehicles, as a special purpose vehicle, and in estate planning beneath a trust or foundation, where limited liability and a simple partnership form are useful.
Considering a Labuan partnership?
Tell us what the vehicle is for and who the partners are. We pick the form, register it, and administer it under our Labuan FSA licence.
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