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Labuan Private Fund Registration


According to wealth management analysts,  emerging Asia is set to outpace Europe and the USA in all fronts in financial wealth management. The rise of Asian Wealth has been phenomenal as seen in the Asian’s purchasing power on luxury assets all over the world. The financial wealth within Asia is a massive USD 80 trillion and growing.

To tap the private high net worth individuals, one can easily set-up a Labuan Private Fund which is also called a mutual fund. The private fund can  be registered under a Labuan company, a corporation incorporated under the laws of any recognized country or jurisdiction, a partnership, a protected cell company, a foundation or a unit trust which is meant to:

  1. Collect and pool funds for the purpose of collective investment with the aim of spreading investment risk; and
  2. Issue interests in a mutual fund which entitles the holder to redeem his investments agreed upon by the parties and receive an amount computed by reference to the value of a proportionate interest in the whole or part of the net assets of the aforesaid types of entities, as the case may be.

The private fund is often used as a hedging and investment vehicle by private investors. Labuan Private Funds allow a collective pool of monies to be created for investment in various objectives such as:

  • Equities and shares
  • Forex and money market
  • Commodities
  • Real estates
  • Land acquisitions
  • Business projects
  • Business acquisitions
  • Development project


There are two funds, namely private fund, and public funds.

Labuan Private fund need not be registered with Labuan FSA; instead notification of the fund would suffice. The fund can be of an umbrella fund whose interests in a mutual fund or units are split into a number of different classes of funds or sub-funds and whose participants are entitled to exchange rights in one part for rights in another. 

Labuan Private Fund Registration

Simply have your constituent documents with the definition of ‘private fund’ and you can start your private fund up and running! For Labuan Public Fund registration and the difference between Labuan Public Fund and Private Fund, please click here for more information. 

Step To Start Labuan Mutual Fund

1. Labuan company formation

5-7 days

2. Memorandum information preparation

Subject to client

3. Tricor Trustco due dilligence on memorandum information

14 days

4. Lodge memorandum information to Labuan FSA Business Unit

2 days

5. Memorandum information approval processing

30-45 days

Great advantages for setting up Labuan Private Mutual Fund with Labuan Jurisdiction:

  • FLEXIBILITY in structure-Labuan Private fund can be structured in many forms of Labuan company, limited liability partnership, protected cell company.
  • PRODUCT INNOVATION– support multi-structures, multi-currencies, multi-risk instruments, investors with multi-risk classes, and so on
  • HASSLE-FREE Entry and Exit!
  • LOW minimum capital requirement per investor!
  • No Tax for Investment Holding structure!
  • Low Tax at only 3 %!
  • No Capital Control!
  • No Withholding Tax!
  • Investment in Malaysia is permissible!
  • Fund Manager service is optional!

5 simple requirements for Labuan Private Fund registration as follows:

1. INFORMATION MEMORANDUM of Labuan Private Fund shall contain this information:

  • Description of date of issuance, the objective of the fund, legal form and structure, tenure, target fund size, and geographical focus
  • Names, address, profiles and relevant information of the governing Board of the private fund
  • The profile of the promoter/custodian/trustee/fund manager/directors, whichever applicable
  • The capital and income distribution policy of the fund
  • A statement in the information memorandum containing the following:
    “Labuan FSA takes no responsibility for the contents of this information memorandum, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this information memorandum. An investor is advised to clearly understand the risk(s) of the investment, seek professional consultancy, if necessary and request for sufficient information to enable them to make a reasonable evaluation of the investment.”


2. INVESTMENT STRATEGY of Labuan Private Fund shall contain this information:

  • Investment policies and objectives and type of securities in which the fund intends to invest
  • Summary of the key features of the fund to facilitate an investor in considering and comparing any similar investments on offer which shall include at least the following information: Issue price of the shares, nature and significant expenses to be incurred by the fund and statement of the potential risks of investing the fund.
  • The extent to which it intends to invest in derivatives and unlisted securities. If it is intended for the fund not to invest in any of such investments, the information memorandum must include an appropriate statement to that effect.
  • The investment and borrowing limitations of the fund. Where applicable, this should include an analysis of the risks by its nature including the risks of the country and region where the fund intends to invest.


3. FINANCIAL FORECAST of Labuan Private Fund shall contain this information:

  • The financial projections of the fund including projected cash flows and profits, given its nature, investment policies and objectives
  • Expenses expected to be borne by the fund including fund management fee, custodians fee, advisory fee,etc
  • The proposed minimum subscription proceeds net of costs (e.g. underwriting fees related to the offer)
  • The fund’s policy on submission of financial reports including interim results and annual financial statements of the fund to its subscribers.


4. REDEMPTION POLICIES of Labuan Private Fund shall contain this information:

Information on fund redemption policy, which includes but not limited to the procedure for redemption, timing, events where redemption right is suspended and pricing redemption or subscription of unit/shares of the fund.


If there is any change which materially affects any of the matters required to be disclosed in the Information Memorandum or the matters disclosed in the Information Memorandum, the Board of Fund shall within 30 days incorporate such changes to the Information Memorandum and provide a copy of supplementary/amended Information Memorandum to each of investors and Labuan FSA.


  1. The issuer of the private fund must provide a copy of the Information Memorandum to each of the investors
  2. May appoint fund manager, fund administrator or other service providers. If the appointment is made, to submit an audited financial statement of its promoter and fund manager, where applicable, for the three preceding years along with the lodgment of Information Memorandum
  3. The shareholder and every member of the Board of the private fund including any other relevant person are fit and proper persons in accordance with the Guidelines on Fit and Proper Person issued by Labuan FSA
  4. Labuan Private funds that have reached their maturity period shall notify Labuan FSA in writing within one month after its maturity
  5. Ensure fair and orderly winding down of the matured fund including having an auditor to ensure that all assets have been properly returned to investors
  6. Comply with the relevant laws and regulations in the jurisdictions where it intends to operate including obtaining the necessary approval
  7. Maintain adequate and proper accounting and other records in line with the Directive on Accounts and Record-Keeping Requirement for Labuan Entities issued by Labuan FSA that will sufficiently explain its transaction and financial position and indicate clearly its names on its letterhead, stationery, and other documents
  8. Ensure compliance with the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 and Guidelines on Anti-Money Laundering and Counter Financing of Terrorism which is relevant to Labuan FSA
  9. Ensure proper policies and procedures are in place for a sound compliance framework which safeguards clients’ interests
  10. Per lodgement of each Information Memorandum to Labuan FSA fee is RM2,000 (USD700).




Tricor Trustco offers comprehensive solutions:

Contact us at +603-2783 9191 (Labuan Division) or email [email protected] to find out the services we can provide to set-up your Private Fund today!  TRICOR’s OneLabuan Platform easy to elevate your Labuanoperation efficiently!




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