Terms & Conditions of Business
Effective Date: 10 April 2025
“L&C” means LAW & COMMERCE TRUST LIMITED, including its successors and permitted assigns.
“Entity” means any company, trust, partnership, foundation, or other legal structure established or administered by L&C.
“Application” means the Company Formation Questionnaire completed by the Owner, requesting the provision of an Entity and/or Services by L&C.
“Appointees” refers to individuals or companies nominated by L&C, including directors, secretaries, registered agents, auditors, trustees, officers, or shareholders of the Entity.
“Owner” refers to the beneficial owner(s) whose names and signatures appear on the Declaration and Application.
“Person” includes individuals, corporations, partnerships, foundations, or associations.
“Prohibited Activity” and “Prohibited Client” are defined in clauses 2.1 and 2.2.
“Services” refers to the management, administrative, registered agent, and ancillary services provided by L&C.
L&C will not provide Entities or Services to persons involved, directly or indirectly, in any Prohibited Activity or to Prohibited Clients.
2.1 Prohibited Clients:
• Lack legal capacity to contract;
• Are bankrupt, disqualified directors, or convicted criminals;
• Judged fraudulent or dishonest by any court or regulator;
• Subject to sanctions (UN, Malaysia, Labuan FSA, ASEAN, US, EU, UK).
2.2 Prohibited Activities:
• Money laundering, terrorism financing, drug trafficking, etc. (AMLATFPUAA);
• Trading in arms, industrial espionage, hazardous materials, etc.;
• Illegal activities under Labuan, Malaysian, or other laws.
Owners indemnify L&C and its representatives from liability, except in cases of L&C’s gross negligence or willful misconduct.
• Fees may be deducted from the Entity’s bank account.
• Fees are as per Fee Schedule or mutually agreed.
• Timely payment is required; failure may result in service suspension.
• Ownership of shares remains with L&C until full payment.
• Orders are final; no refunds after acceptance.
• Annual fees are due yearly in advance unless cancelled with 60-day notice.
• L&C may terminate Services for non-payment.
L&C may take legal, administrative, or advisory steps at the Entity’s expense to protect its interests or assets. The Owner must ensure the Entity remains solvent and responsive to L&C's information requests.
• Agree to Terms by submitting the Application.
• Inform L&C of material changes in the Entity’s activities.
• Disclose fiduciary roles if applicable.
• Transfers of interest require L&C’s written consent.
• Provide information for compliance, due diligence, and record-keeping.
• Disclose use of powers of attorney.
• Cooperate with KYC/AML verification requirements.
Instructions must be in writing (letter, email, or fax).
L&C is not liable for issues arising from fax/email errors or delays.
If no lawful instructions are received, L&C may act independently, including ceasing services or resigning officers.
L&C does not support or condone any illegal activity or misuse of Entities or Services in any jurisdiction.
The Owner is responsible for paying all taxes, fees, and government charges. L&C is not liable for fines, penalties, or related costs.
L&C is not responsible for losses arising from the use of the Entity or Services.
L&C keeps all Owner and Entity information confidential except where required by law, regulatory bodies, or for purposes necessary to provide the Services.
Notices sent by post, email, or fax are deemed delivered based on standard delivery timelines. Owner must update L&C with current contact details.
These Terms are governed by the laws of Malaysia. Disputes are subject to the jurisdiction of the Courts of Malaya. Compliance with AMLATFPUAA 2001 is mandatory.
• These Terms override previous versions.
• L&C may update these Terms with 10 days' notice.
• No waiver applies unless made in writing.
L&C may cease services immediately for breaches, failure to pay, or other reasons. The Owner must arrange a new provider at their own cost if services are terminated.