Malaysia legislation
Section 58
of LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010
Section 58
(2)
In the absence of agreement on any matter, the mutual rights and duties of the partners of a Labuan limited liability partnership, and the mutual rights and duties of a Labuan limited liability partnership and its partners shall be determined, subject to the terms of any partnership agreement, by the following provisions:
(a)
all the partners of a Labuan limited liability partnership are entitled to share equally in the capital and profits of the Labuan limited liability partnership;
Labuan Limited Partnerships and Limited
Liability Partnerships 53
(b)
the Labuan limited liability partnership must indemnify each partner in respect of payments made and personal liabilities incurred by that partner—
(i)
in the ordinary and proper conduct of the business of the Labuan limited liability partnership; and
(ii)
in or about anything necessarily done for the preservation of the business or property of the
Labuan limited liability partnership;
(c)
every partner may take part in the management of the
Labuan limited liability partnership;
(d)
no partner shall be entitled to remuneration for acting in the business or management of the Labuan limited liability partnership;
(e)
no person may be introduced as a partner without the consent of all existing partners;
(f)
any matter or issue relating to the Labuan limited liability partnership shall be decided by resolution passed by a majority in number of the partners, and for this purpose, each partner shall have one vote;
(g)
each partner shall render true accounts and full information of all things affecting the Labuan limited liability partnership to any other partner or that other partner’s legal representatives;
(h)
if a partner, without the consent of the Labuan limited liability partnership, carries on any business of the same nature as and competing with the Labuan limited liability partnership, that partner must account for and pay over to the Labuan limited liability partnership all profits made by that partner in that business;
Act 707
(i)
every partner must account to the Labuan limited liability partnership for any benefit derived by that partner without the consent of the Labuan limited liability partnership from any transaction concerning the Labuan limited liability partnership, or from any use by that partner of the property, name or any business connection of the
Labuan limited liability partnership; and
(j)
no majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners.
Dealings by partners with the Labuan limited liability partnership