Malaysia legislation
Section 11
Section 11
New Part IVb
The principal Act is amended by inserting after section 40o the following part:
“Part IVb
LIMITED LIABILITY LAW PARTNERSHIPS
Interpretation 40p. In this Part, unless the context otherwise requires—
“compliance officer” means a compliance officer appointed under section 27 of the Limited Liability Partnerships
Act 2012;
“limited liability partnership agreement” has the meaning assigned to it in the Limited Liability Partnerships Act 2012;
“Registrar” has the meaning assigned to it in the Limited
Liability Partnerships Act 2012.
Quoted provision
Section 40q
An advocates and solicitors who wish to form a limited liability law partnership or to convert an existing firm into a limited liability law partnership for the purpose of carrying on the practice of advocates and solicitors shall apply to the
Bar Council for approval of—
(a)
the formation of a limited liability law partnership;
or
(b)
the conversion of an existing firm into a limited liability law partnership; and
(c)
the proposed name for the limited liability law partnership.
Approval for formation of or conversion into limited liability law partnership 40r. (1) Upon receipt of the application under section 40q, the
Bar Council may approve the formation of a limited liability law partnership or the conversion of an existing firm into a limited liability law partnership.
(2)
A limited liability law partnership approved under subsection (1) shall not be recognized to be a limited liability law partnership under this Act until the limited liability law partnership is registered under the Limited Liability Partnerships
Act 2012 as a limited liability partnership and its name is entered into the register under subsection 40z(2).
Approval for name of limited liability law partnership 40s. (1) For the purposes of the application under paragraph 40q(c), the Bar Council may approve the proposed name of a limited liability law partnership—
(a)
in the case of a conversion from an existing firm into a limited liability law partnership, if the name—
(i)
is the same name as that of the existing firm with the additional words as required under subsection 13(1) of the Limited Liability
Partnerships Act 2012; and
(ii)
is not likely to be confused with the name of any existing limited liability law partnership or firm; or
(b)
in the case of the formation of a new limited liability law partnership, if the name—
(i)
is not misleading;
(ii)
is not likely to be confused with the name of any existing limited liability law partnership or firm; and
(iii)
is not incompatible with the dignity of the legal profession.
Legal Profession (Amendment)
(2)
The approved name of a limited liability law partnership shall not be changed or altered unless with the approval of the Bar Council in writing subject to the same requirements under paragraph (1)(b).
Rights and obligations of limited liability law partnership 40t. (1) A limited liability law partnership may do anything that an advocate and solicitor may do by law and shall do all things that an advocate and solicitor is required to do by law.
(2)
Notwithstanding subsection (1), a limited liability law partnership shall not do anything that may only be done by an advocate and solicitor as a natural person.
Effect of conversion into limited liability law partnership 40u. Without prejudice to section 33 of the Limited Liability
Partnerships Act 2012, upon conversion of a firm into a limited liability law partnership—
(a)
all persons who have engaged or are engaging such firm in connection with its practice as an advocates and solicitors shall be deemed to be persons who have engaged or are engaging such limited liability law partnership in connection with its practice as an advocates and solicitors without the need for the consent of or notification to any person making such engagement or any other person and without further assurance, act or deed;
(b)
all assets and property held by such firm, either alone or jointly with any other person, for or in connection with its practice as an advocates and solicitors, whether for any such person or otherwise, shall vest in such limited liability law partnership subject to such trusts or other arrangements as had applied to such firm;
(c)
all documents, records, goods or things held by or for, or in the possession of, such firm shall be deemed to be held by or for, or in the possession of, such limited liability law partnership;
(d)
any lien or other security held by such firm, either alone or jointly with any other person for its own benefit or as a nominee or trustee, shall be deemed to be held by such limited liability law partnership;
(e)
any subsisting undertaking, consent, power of attorney, instruction, order, mandate, authority or other instrument, whether by deed or otherwise, entered into by, given by or to, or made for the benefit of, such firm for or in connection with its practice as an advocates and solicitors shall be deemed to be entered into by, given by or to, or made for the benefit of, such limited liability law partnership;
(f)
any account between such firm and the person engaging or who had engaged such firm or otherwise for or in connection with its practice as an advocates and solicitors shall be deemed to become an account between such limited liability law partnership and such person subject to the terms and conditions as had applied to such account with such firm; and
(g)
any filing or correspondence or matter with or involving any registry, court, tribunal, tax or revenue authority, stock exchange or any other governmental, public or regulatory authority made by such firm or an advocate and solicitor of such firm for or in connection with its practice as an advocates and solicitors shall be deemed to have been made by or with such limited liability law partnership.
Relationship between client and limited liability law partnership 40v. A limited liability law partnership shall have the rights and shall be subjected to the fiduciary, confidential and ethical requirements with regard to each client of the limited liability law partnership same as the rights and the fiduciary, confidential and ethical requirements that exist at law with regard to an advocate and solicitor and his client.
Legal Profession (Amendment)
11
Standard of conduct 40w. A partner, a consultant or an employee of a limited liability law partnership who is an advocate and solicitor providing services which can only be provided by an advocate and solicitor under this Act shall be subjected to the same standards of conduct and competence with regard to such services as if he was personally providing such services as an advocate and solicitor in a firm.
Cessation of practice of advocate and solicitor 40x. (1) A limited liability law partnership shall not carry on the practice of an advocate and solicitor if at any time any partner of the limited liability law partnership is not a practising advocate and solicitor.
(2)
If a limited liability law partnership carries on business in contravention of subsection (1)—
(a)
the limited liability law partnership; and
(b)
the person who is a partner during the period that the limited liability law partnership so carries on such business and is cognizant of the fact that the limited liability law partnership is carrying on business in contravention of subsection (1), commits an offence and shall, on conviction, be liable to a fine not exceeding two thousand five hundred ringgit or to imprisonment for a term not exceeding six months or to both.
Winding up of limited liability law partnership 40y. (1) Notwithstanding section 49 of the Limited Liability
Partnerships Act 2012, the High Court may, upon application made by the Bar Council, order the winding up of a limited liability law partnership under the Limited Liability
Partnerships Act 2012 on any of the following grounds:
(a)
the limited liability law partnership fails to comply with the requirements of this Act or the rules made under section 40zd relating to a limited liability law partnership; or
(b)
the practice of the limited liability law partnership has been conducted in a manner incompatible with the dignity of the legal profession.
(2)
The winding up of a limited liability law partnership under the Limited Liability Partnerships Act 2012 shall be without prejudice to—
(a)
any right to institute disciplinary proceedings against an advocate and solicitor practising under the limited liability law partnership; or
(b)
any right of the Bar Council or State Bar Committee to exercise any rights or powers under this Act.
Register of limited liability law partnerships 40z. (1) The Bar Council shall—
(a)
keep and maintain a register for limited liability law partnerships approved under section 40r in such form and manner as the Bar Council thinks fit and have custody of the register and all documents relating to it; and
(b)
allow any person to inspect the register referred to in paragraph (a) in such manner as the Bar Council thinks fit.
(2)
The Bar Council shall enter the name of a limited liability law partnership approved under section 40r in the register.
(3)
The Bar Council shall remove or strike off the name of a limited liability law partnership which is ceased to carry on the practice of an advocate and solicitor or which has been wound up from the register.
(4)
Notwithstanding subsection (3), the Bar Council may restore the name of the limited liability law partnership to the register for the purpose of enabling the Bar Council or any
Legal Profession (Amendment)
13
State Bar Committee or any other person to exercise any rights or powers in relation to such limited liability law partnership under this Act for or in connection with—
(a)
the professional practice, etiquette, conduct and discipline of advocate and solicitor and clerks under
Part VI or disciplinary proceedings under Part VII;
(b)
the protection of clients or former clients of the limited liability law partnership; or
(c)
the rights and powers under section 119.
Right of appeal against decision of Bar Council 40za. Any person who is aggrieved by a decision of the Bar
Council under section 40r or 40s may appeal to the High Court.
This Part to prevail over inconsistent provisions of limited liability partnership agreement 40zb. This Part and any rules made under section 40zd shall prevail over any inconsistent provision of any limited liability partnership agreement.
Application of Limited Liability Partnerships Act 2012
and other written laws to limited liability law partnership 40zc. (1) The provisions of this Part and the rules made under section 40zd shall be read together with the provisions of the
Limited Liability Partnerships Act 2012.
(2)
In the case of any conflict or inconsistency between any provision of the Limited Liability Partnerships Act 2012
and any provision of this Part, the provisions of this Part shall prevail.
Rules on limited liability law partnership 40zd. (1) The Bar Council may, with the approval of the
Attorney General, make rules for the purposes of this Part.
(2)
Without prejudice to the generality of subsection (1), the rules made under subsection (1) may provide for—
(a)
matters relating to the name of a limited liability law partnership;
(b)
restrictions to be imposed on persons or classes of persons who are the partners or compliance officers of a limited liability law partnership;
(c)
the payment of fees on applications made under this
Part or any rules made under this Part;
(d)
the keeping of accounts by a limited liability law partnership; and
(e)
the nature and content of official correspondence, documents and publications issued by a limited liability law partnership.”.
New Part Va