Labuan Protected Cell Companies (PCC)
A Labuan protected cell company (PCC) may be incorporated as a Labuan company or converted from an existing Labuan company. A Labuan PCC is a limited liability company with a legal entity that has the ability to form “cells”.
The cells of a Labuan PCC may comprise:
- a core for holding non-cell assets or general assets; and
- any number of cells with the intention of segregating and protecting the assets of each respective cell.
Neither the core nor the individual cells created are separate legal entities but nonetheless, each cell is legally separated from any other cell and each has sufficient attributes to carry on business independently under the “umbrella” of the Labuan PCC.
Uses of PCC
A Labuan PCC has the ability to hold assets or investments divided into a number of classes to cater to the different objectives of different individual investors, while at the same time preserving the independence of each cell.
A Labuan PCC shall only conduct:
- Labuan captive insurance business, on such terms as provided under Part VII of the Labuan Financial Services and Securities Act 2010 (LFSSA);
- Labuan captive takaful business, on such terms as provided under Part VII of the Labuan Islamic Financial Services and Securities Act 2010 (LIFSSA); or
- Business as a mutual fund as defined under Part III of the LFSSA; and
- Business as an Islamic mutual fund as defined under Part IV of the LIFSSA.
Annual and Conversion Fee
A Labuan PCC is required to pay the following annual fees to Labuan FSA on or before 15 January of each year.
| Type of Fees | Amount |
|---|---|
| On the general assets of the Labuan PCC (core) | RM30,000 / USD9,500 |
| On each cell | RM10,000 / USD3,000 |
| On the general assets of the Labuan PCC (core) | RM5,000 / USD1,500 |
| On each cell | RM2,000 / USD600 |
Any Labuan company that wishes to convert into a Labuan PCC is required to pay a conversion fee of RM750.
Capital Requirements
The capital requirements of a Labuan captive insurance/takaful business is as follow:
- Capital requirement unimpaired by losses of RM500,000 applies to the Labuan PCC as a whole.
- Cells are required to remain solvent at all times as specified in the Guidelines on the Establishment of Labuan Protected Cell Companies.
- The establishment of working funds for cells may be achieved through the issuance of cell shares by the Labuan PCC.
A Labuan PCC undertaking mutual funds/Islamic mutual funds must have sufficient capital/working funds that commensurate or are in accordance with its operations and activities.
Corporate Governance and Compliance to Labuan Laws
A Labuan PCC and its cell(s) shall observe all statutory requirements under any relevant laws, policies and/or guidelines issued by Labuan FSA or the jurisdictions in which it has operations, including corporate governance and market conduct as a minimum requirement and commensurate with the nature and complexity of its operations from time to time.
The board and senior management of a Labuan PCC shall:
- be responsible to ensure compliance with the regulatory and corporate governance requirements at all times
- keep the funds for cell assets separate from the general assets; and
- keep the cell assets and liabilities attributable to each cell separate from other cells.
Reporting Requirements
A Labuan PCC is required to:
- submit an audited consolidated financial statement of the Labuan PCC and its cell(s) within six (6) months after the close of each financial year
- prepare separate sets of financial statements for each cell, which shall be made available for inspection or examination by Labuan FSA; and
- submit other statistics and information as may be required by Labuan FSA from time to time.
- Notwithstanding the above, for a Labuan PCC undertaking mutual fund or Islamic mutual fund activities, a copy of the cell’s financial statements should also be extended to each of the investors of the respective cells.
Auditor
A Labuan PCC shall appoint an approved auditor who shall be responsible for auditing its financial statements.
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