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Unlike its domestic counterpart,[1] the OCA 1990 makes no express distinction between private and public companies. However, the OCA 1990 contains provisions governing invitation to the public.[2]Generally, an entity is a public company if it:

a) issues an invitation to the public to deposit money or lend money to it;

b) issues an invitation or distributes application forms to the public to subscribe for shares or debentures with it, and

c) the invitation is not addressed to a restricted circle of persons and the number of persons exceeds twenty.

Companies that do not fall under the above are deemed private companies.

Whether an offshore company is private or public, a more significant classification is made based on taxation applicable to the offshore company. For tax purposes, a Labuan offshore company can be classified either as:

a) company carrying on offshore business activity which is an offshore trading activity, or,

b) company carrying on offshore business activity which is an offshore non-trading activity.

(Detailed discussion on this classification is found below.)

A foreign company means a company, society, association or body incorporated outside of Malaysia.[3] Foreign companies may apply to the Registrar for registration as “foreign offshore company”. Registration must be made through a trust company by submitting a copy of its certificate of incorporation, charter, statute or memorandum, list of directors and officers, a memorandum appointing the trust company as its agent and a statutory declaration made by an officer of the trust company.[4]