Corporate services
Closing a Labuan company: strike off or winding up
A Labuan company can be closed either by striking it off the register or by voluntary winding up. Both require the company to be solvent, and neither wipes the slate clean immediately — liabilities and record-keeping obligations continue afterwards.
Clients often ask how a Labuan company is closed before they have even opened one, which is a sensible question: a structure you cannot exit cheaply is not a cheap structure. There are several routes, from simply ceasing to pay the annual fee through to a formal winding up with a liquidator.
Here we set out the two options that are practical for a solvent company that has stopped trading. The right one depends on how quickly you need it done, how much formality the shareholders want on record, and whether anyone is likely to come looking afterwards.
Strike off compared with winding up
| Strike off | Voluntary winding up | |
|---|---|---|
| Precondition | The company must be solvent | The company must be solvent, have ceased to operate and have discharged all its debts and liabilities |
| How it starts | The resident secretary resigns. If no replacement is appointed within 1 month, Labuan FSA strikes the company off | An application to Labuan FSA under the alternative procedure for voluntary winding up, a simpler version of a formal winding up |
| Resolutions and declarations | A directors' resolution minuting that the company has paid, or will pay, all its outstanding debts and obligations | A directors' resolution and a members' special resolution, plus a statutory declaration by a director or member |
| Tax | Final accounts and tax return, filed up to the date business ceased | Final accounts and tax return, plus a written notice of no objection from the IRB (the tax clearance certificate) |
| Public notice | — | Notice of the declaration of dissolution advertised in 1 local and 1 international financial newspaper, and sent by registered post to each director and member |
| Time taken | Struck off 1 month after the resident secretary resigns without a replacement | Usually about 6 to 8 months |
| When the company is dissolved | Deemed dissolved once it has remained struck off continuously for 3 years | When Labuan FSA approves the application and issues the Certificate of Dissolution |
| Liability afterwards | Striking off does not extinguish liability: the company remains responsible as a body corporate for all its claims, liabilities and obligations | Within 6 years of the dissolution notice, any person, including Labuan FSA and the tax authority, may apply to the Court to revoke the dissolution and reinstate the company |
| While struck off | It cannot commence or defend legal proceedings, carry on business or deal with its assets unless it is first restored to the register | — |
| Records | Books and records kept for at least 6 years at the registered office in Labuan; this obligation survives the strike off | — |
What has to be done either way
Close out the accounts and tax
Prepare final accounts and file the tax return up to the date the company ceased business activity.
Close out employment
Pay any staff their final salary and close their employment files, including the exit filings with the IRB, EPF and SOCSO.
Deal with the assets
Distribute the remaining assets to the members, and record a board minute confirming the position on debts.
Close the bank accounts
All company bank accounts must be closed before the company is dissolved.
Pass the resolutions
A directors' resolution in either case. A voluntary winding up also needs a members' special resolution.
For a winding up — advertise and notify
The dissolution notice is advertised in one local newspaper and one international financial newspaper, and sent by registered post to each director and member. A statutory declaration is also required.
For a winding up — tax clearance
A no-objection letter from the Inland Revenue Board — the tax clearance certificate — is required, together with Form 44.
How we help
- Advising which route fits your circumstances, and what each will cost
- Preparing the final accounts and filing the closing tax return
- Handling the employment exit filings
- Preparing the directors' and members' resolutions and the statutory declaration
- Placing the newspaper advertisements and issuing the notices
- Obtaining the IRB no-objection letter and lodging Form 44
- Holding the statutory records for the retention period afterwards
Frequently asked questions
Can I just stop paying the annual fee?
You can, and the company will eventually be struck off for non-payment — but it is the worst of the options. You lose control of the timing, the company can be struck off with matters unresolved, and the liabilities and record-keeping obligations continue regardless. If you want the entity closed, close it deliberately.
Which is faster, strike off or winding up?
Strike off. The company is struck off one month after the resident secretary resigns without replacement, and is deemed dissolved after 3 years continuously struck off. A voluntary winding up usually takes about 6 to 8 months but produces a Certificate of Dissolution at the end of it.
Does closing the company end my liability?
No. A struck-off company remains responsible as a body corporate for all its claims, liabilities and obligations, and it can neither sue nor defend nor deal with its assets unless restored. Even after dissolution, any person — including Labuan FSA and the tax authority — can apply to Court within 6 years to revoke the dissolution and reinstate the company.
How long do I have to keep the records?
At least 6 years, at the company's registered office in Labuan. Striking the company off does not release you from this, and it is one reason to keep a licensed trust company engaged through the process.
Can the company be closed if it still owes money?
Not by either of these routes. Both strike off and voluntary winding up require the company to be solvent. An insolvent Labuan company is a different and more formal process involving an approved liquidator — speak to us early if that is your position.
Speak to us
We are the licensed trust company, so the advice and the filing come from the same place.
Talk to our KonsultanLast reviewed 4 August 2026
Whilst considerable care has been taken to ensure the information contained within this page is accurate and up to date, no warranty is given as to the accuracy or completeness of any information and no liability is accepted for any errors or omissions in such information. The information given in this page is based on our present understanding of the current laws, guidelines and regulations and may therefore be subject to change without notice.
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