What is LIMITED LIABILITY PARTNERSHIPS ACT 2012?

*LIMITED LIABILITY PARTNERSHIPS ACT 2012 is Malaysia Act, cited as Act 743 2012, currently marked in force and first recorded in 2012.

Is LIMITED LIABILITY PARTNERSHIPS ACT 2012 still in force?

Yes — LIMITED LIABILITY PARTNERSHIPS ACT 2012 is currently in force.

When did LIMITED LIABILITY PARTNERSHIPS ACT 2012 take effect?

LIMITED LIABILITY PARTNERSHIPS ACT 2012 was first recorded in 2012.

How many sections does LIMITED LIABILITY PARTNERSHIPS ACT 2012 have?

LIMITED LIABILITY PARTNERSHIPS ACT 2012 contains 94 sections.

What amends LIMITED LIABILITY PARTNERSHIPS ACT 2012?

LIMITED LIABILITY PARTNERSHIPS ACT 2012 has been amended by AKTA PERKONGSIAN LIABILITI TERHAD (PINDAAN) 2015 and LIMITED LIABILITY PARTNERSHIPS (AMENDMENT) ACT 2024.

Where can I read the official version of LIMITED LIABILITY PARTNERSHIPS ACT 2012?

The official text of LIMITED LIABILITY PARTNERSHIPS ACT 2012 is published at lom.agc.gov.my.

LIMITED LIABILITY PARTNERSHIPS ACT 2012 (No. 743)

PRELIMINARY

Short title and commencement

Section 1

(2)

This Act comes into operation on a date to be appointed by the

Minister by notification in the Gazette.

Interpretation

Section 2

In this Act, unless the context otherwise requires—

“annual declaration” means a declaration required to be lodged by a limited liability partnership under section 68;

“approved liquidator” has the meaning assigned to it in the

*Companies Act 1965 [Act 125] and includes the Director General of



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

10 Laws of Malaysia ACT 743

Insolvency when acting as a liquidator of a limited liability partnership;

“body corporate” means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia and includes any foreign company, limited liability partnership and foreign limited liability partnership registered under this Act but does not include—

(a)

any body corporate that is incorporated within Malaysia and is by notice of the Minister published in the Gazette declared to be a public authority or an instrumentality or agency of the Government of Malaysia or of any State or to be a body corporate which is not incorporated for commercial purposes;

(b)

any corporation sole;

(c)

any society registered under any written law relating to co-operative societies; and

(d)

any trade union registered under any written law as a trade union;

“Commission” means the Companies Commission of Malaysia established under the Companies Commission of Malaysia Act 2001

[Act 614];

“conventional partnership” means a partnership registered under the

Registration of Businesses Act 1956 [Act 197] and a partnership established by two or more persons for the purposes of carrying on any professional practice;

“Court” means the High Court or a judge of the High Court;

“Director General of Customs and Excise” means the Director

General of Customs and Excise appointed under section 3 of the

Customs Act 1967 [Act 235];

“Director General of Insolvency” has the meaning assigned to it in the *Insolvency Act 1967 [Act 360];



*NOTE―Previously known as “Bankruptcy Act 1967”―see section 5 of Act A1534.

Limited Liability Partnerships 11

“distribution” means distribution of dividends, profits, returns or refunds of capital by the limited liability partnership, whether in cash or in kind;

“document” has the meaning assigned to it in the Evidence Act 1950

[Act 56];

“financial year” means the period in respect of which any profit and loss account of a limited liability partnership is made up, whether that period is a year or not;

“Inland Revenue Board” means the Inland Revenue Board of Malaysia established under the Inland Revenue Board of Malaysia

Act 1995 [Act 533];

“limited liability partnership” means a limited liability partnership registered under section 11 or a foreign limited liability partnership registered under section 45;

“limited liability partnership agreement”, in relation to a limited liability partnership, means a written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners among themselves and their rights and duties in relation to the limited liability partnership;

“Minister” means the Minister charged with the responsibility for domestic trade;

“partner”, in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement, and includes a salaried partner whether or not he is an employee of the limited liability partnership;

“prescribed” means prescribed by the Minister by regulations made under this Act;

12 Laws of Malaysia ACT 743

“private company” has the meaning assigned to it in the *Companies

Act 1965;

“professional practice” means the practice as specified in the first column of the First Schedule which is governed by the written law as specified in the second column of the First Schedule, respectively;

“property”, in relation to a limited liability partnership, includes land, money, goods, chose in action, goodwill, and every valuable thing, whether corporeal or incorporeal, movable or immovable, and whether situated in Malaysia or elsewhere and also includes obligations, servitudes, and every description of estate, interest and profit, present or future, vested or contingent, arising out of or incident to the property;

“register” means any register kept and maintained under this Act;

“Registrar” means the Registrar designated under subsection 20A (1)

of the Companies Commission of Malaysia Act 2001.

FUNDAMENTALS OF A LIMITED LIABILITY PARTNERSHIP

Separate legal personality and capacity

Section 3

(1)

A limited liability partnership is a body corporate and shall have legal personality separate from that of its partners.

(2)

A limited liability partnership shall have perpetual succession.

(3)

Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.

(4)

A limited liability partnership shall have unlimited capacity and shall be capable of—



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

Limited Liability Partnerships 13

(a)

suing and being sued;

(b)

acquiring, owning, holding and developing or disposing of property; and

(c)

doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.

Non-applicability of partnership law

Section 4

The provisions of the Partnership Act 1961 [Act 135], and the rules of equity and of common law applicable to partnerships, shall not be applicable to a limited liability partnership registered under this Act.

Section 5

(Deleted by Act A1477).

Section 6

Formation of limited liability partnerships

Subject to sections 7 and 8, any two or more persons, consisting of, wholly or partly, individuals or bodies corporate, associated for carrying on any lawful business with a view to profit may form a limited liability partnership in accordance with the terms of the limited liability partnership agreement.

Section 7

Carrying on business with less than minimum partners

(1)

A limited liability partnership may carry on business with fewer than two partners for a period not exceeding six months or a longer period as may be determined by the Registrar upon an

14 Laws of Malaysia ACT 743

application from the remaining partner, provided that the period so extended by the Registrar does not exceed one year.

(2)

If a limited liability partnership carries on business with fewer than two partners for a period longer than the period referred to in subsection (1), a person shall, notwithstanding subsections 21(1) and

(2)

, be personally liable, jointly and severally with the limited liability partnership, for any obligation of the limited liability partnership incurred during the period that the limited liability partnership so carries on business after the period referred to in subsection (1) if, at the time the obligation was incurred, the person—

(a)

was a partner of the limited liability partnership; and

(b)

knew or ought to have known that the limited liability partnership was carrying on business with fewer than two partners for a period longer than the period referred to in subsection (1).

(3)

If a limited liability partnership carries on business with fewer than two partners for a period longer than the period referred to in subsection (1)—

(a)

the limited liability partnership; and

(b)

the person who is a partner during the period that the limited liability partnership so carries on business after the period referred to in subsection (1) and is cognizant of the fact that it is carrying on business with fewer than two partners during that period, commit an offence and shall, on conviction, be liable to a fine not exceeding two hundred thousand ringgit.

(4)

Upon conviction of the limited liability partnership under subsection (3), the court may order the limited liability partnership to be dissolved and its name to be struck-off the register.

Partnership for professional practice

Section 8

A limited liability partnership may be formed for the purpose of carrying on a professional practice which partners shall—

(a)

consist of natural persons who are practising the same professional practice and no one else; and

(b)

have in force professional indemnity insurance cover for an amount of not less than the amount—

(i)

approved by the Registrar; or

(ii)

in the case where the professional practice is governed by a governing body as specified under the third column of the First Schedule, approved by the

Registrar after consultation with the governing body.

Limited liability partnership agreement

Section 9

Limited Liability Partnerships 15

(1)

Except as otherwise provided by this Act, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of the limited liability partnership and its partners, shall be governed—

(a)

by the limited liability partnership agreement; and

(b)

in the absence of agreement as to any matter set out in the

Second Schedule, by any provision relating to that matter as set out in the Second Schedule.

(2)

The limited liability partnership agreement shall be in the national language or English language, and shall consist of the following particulars:

(a)

the name of the limited liability partnership;

(b)

the nature of business of the limited liability partnership;

(c)

the amount of capital contribution by each partner; and

16 Laws of Malaysia ACT 743

(d)

that the partners have agreed to become partners of the limited liability partnership.

Application for registration

Section 10

(2)

The application under subsection (1) shall include a statement which is signed by every person who is to be a partner of the limited liability partnership containing the following particulars:

(a)

the name of the proposed limited liability partnership;

(b)

the general nature of the proposed business of the limited liability partnership;

(c)

the proposed registered office of the limited liability partnership;

(d)

the name, nationality and the usual place of residence of every person who is to be a partner and, where any of the partners is a body corporate, the corporate name, place of incorporation, establishment or origin, registration number and registered office of the body corporate;

(e)

the name, nationality and the usual place of residence of every person who is to be a compliance officer of the limited liability partnership; and

(f)

such other relevant information as may be specified by the Registrar.

(3)

Where a limited liability partnership is formed for the purposes of carrying on any professional practice, the application under subsection (1) shall be accompanied by an approval letter from the relevant governing body as specified in the third column of the First

Schedule, where applicable.

Limited Liability Partnerships 17

(4)

The Registrar may, in any particular case, require the statement and approval letter referred to in subsections (2) and (3) respectively, to be verified in such manner as the Registrar considers fit.

Registration of limited liability partnerships

Section 11

(a)

register the limited liability partnership and allocate a registration number for the limited liability partnership; and

(b)

issue a notice of registration in such form as the Registrar may determine.

(2)

On and from the date of registration specified in the notice of registration issued under subsection (1), there shall be a limited liability partnership by the name and registration number as specified in the notice.

(3)

The notice of registration under subsection (1) is conclusive evidence that the requirements of this Act in respect of the registration have been complied with and that the limited liability partnership is duly registered under this Act.

(4)

Upon application by a limited liability partnership and on payment of the prescribed fee, the Registrar may issue to that limited liability partnership a certificate of registration in such form as the

Registrar may determine.

(5)

The registration of any limited liability partnership shall not be taken to imply that the requirements of any other written law in relation to any business carried on by that limited liability partnership have been complied with.

18 Laws of Malaysia ACT 743

Power to refuse registration

Section 12

Registrar shall—

(a)

the registration of the limited liability partnership would be contrary to the national security or interest; or

(b)

the proposed business is likely to be used for—

(i)

a charitable purpose;

(ii)

an unlawful purpose; or

(iii)

purposes prejudicial to public peace, welfare or good order or morality in Malaysia.

(2)

Any person aggrieved by the decision of the Registrar under subsection (1) may, within thirty days of the date of the decision, appeal to the Minister whose decision shall be final.

Name of limited liability partnership

Section 13

(2)

Except with the consent of the Minister, a limited liability partnership shall not be registered under a name that in the opinion of the Registrar is—

(a)

undesirable;

(b)

identical to an existing body corporate or business;

(c)

identical to a name that is being reserved under this Act or the *Companies Act 1965; or

(d)

a name of a kind that the Minister has directed the Registrar



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

Limited Liability Partnerships 19

not to accept for registration.

(3)

The Registrar shall publish in the Gazette any direction referred to in paragraph (2)(d).

Reservation of names

Section 14

(a)

the name of the proposed limited liability partnership prior to its registration; or

(b)

the name to which a limited liability partnership proposes to change its name under section 15.

(2)

Upon being satisfied that the name is not one which may be refused on any ground referred to in subsection 13(2) and on payment of the prescribed fee, the Registrar may reserve the name for a period of thirty days from the date of lodgment of the application or such longer period as the Registrar may allow.

Change of name of limited liability partnership

Section 15

(2)

Where a limited liability partnership changes its name under this section, the Registrar shall—

(a)

enter the new name in the register in place of the former name; and

(b)

issue a notice of confirmation of the change of name.

(3)

The change of name under this section shall have effect from the

20 Laws of Malaysia ACT 743

date on which the notice of confirmation was issued under paragraph

(2)

(b)

.

(4)

A change of name of a limited liability partnership under this

Act does not—

(a)

affect any rights or obligations of the limited liability partnership; or

(b)

render defective any legal proceedings by or against the limited liability partnership.

(5)

Any legal proceedings that might have been continued or commenced against the limited liability partnership by its former name may be continued or commenced against it by its new name.

Power of Registrar to require change of names

Section 16

(2)

If a direction is issued under subsection (1), the limited liability partnership shall comply with the direction within thirty days from the date of the direction or such longer period as the Registrar may allow.

(3)

Any limited liability partnership which fails to comply with a direction given under subsection (2) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

Registration of changes in particulars

Section 17

(2)

The Registrar may, upon receipt of the notification referred to in subsection (1) and on payment of the prescribed fee, register such change.

(3)

Notwithstanding subsection (1), if any person who ceases to be a partner in a limited liability partnership reasonably believes that the limited liability partnership has not notified the fact of the cessation to the Registrar such partner may lodge the notification of cessation with the Registrar.

(4)

The Registrar may, in any particular case, require a notification lodged under subsection (1) to be rectified by the limited liability partnership in such manner as the Registrar considers fit.

(5)

A limited liability partnership which fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

Registered office

Section 18

Limited Liability Partnerships 21

(2)

A limited liability partnership may change the address of its registered office from time to time by lodging a notice of change with the Registrar in accordance with section 17.

(3)

Notwithstanding subsection (2), until the end of a period of thirty days beginning on the date on which a change of address of a limited liability partnership is registered, a person may validly serve any document on the limited liability partnership at its previous registered office.

(4)

A limited liability partnership and its partners who fail to

22 Laws of Malaysia ACT 743

comply with subsection (1) commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

Registers and documents to be kept at registered office

Section 19

(a)

a notice of registration issued under paragraph 11(1)(b);

(b)

a register of the name and address of each partner and compliance officer;

(c)

a copy of the most recent annual declaration;

(d)

a copy of any statement lodged with the Registrar under this Act;

(e)

a copy of any certificate, if any, issued by the Registrar under this Act;

(f)

a copy of the limited liability partnership agreement and any amendment thereto;

(g)

a copy of any instrument relating to any charge created by the limited liability partnership; and

(h)

any other documents that the Registrar may, from time to time, require to be kept.

(2)

The documents kept under subsection (1) shall be made available for inspection and copying during ordinary business hours at the request of a partner.

(3)

A limited liability partnership which fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit

Limited Liability Partnerships 23

for each day during which the offence continues after conviction.

Publication of names

Section 20

(2)

Notwithstanding subsection (1), the Registrar may, on the application of a limited liability partnership, exempt the limited liability partnership from all or any requirements under subsection (1)

if he is satisfied that it is not practicable for the limited liability partnership to do so.

(3)

The name and registration number of the limited liability partnership shall appear on every letterhead, invoice, bill, publication including electronic medium, website or other official documents issued by the limited liability partnership.

(4)

If a limited liability partnership has changed its name under section 15, the former name of the limited liability partnership shall appear beneath its present name on every letterhead, invoice, bill, publication including electronic medium, website or other official documents issued by the limited liability partnership for a period of twelve months from the date of such change.

(5)

A limited liability partnership which fails to comply with this section commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

24 Laws of Malaysia ACT 743

MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP

Limited liability of partners

Section 21

(2)

A partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for an obligation referred to in subsection (1) solely by reason of being a partner of the limited liability partnership.

(3)

Subsections (1) and (2) shall not affect the personal liability of a partner in tort for his own wrongful act or omission, but a partner shall not be personally liable for the wrongful act or omission of any other partner of the limited liability partnership.

(4)

Where a partner of a limited liability partnership is liable to any person, other than another partner of the limited liability partnership, as a result of that partner’s wrongful act or omission in the course of the business of the limited liability partnership or with its authority, the limited liability partnership is liable to the same extent as the partner.

(5)

The liabilities of the limited liability partnership shall be borne out of the property of the limited liability partnership.

Liability of partners when limited liability partnership is insolvent

Section 22

(a)

when the limited liability partnership is insolvent and knew or ought to have known at the time of the distribution that the limited liability partnership was insolvent; or

(b)

which results in the limited liability partnership becoming insolvent and knew or ought to have known at the time of distribution that the limited liability partnership would

Limited Liability Partnerships 25

become insolvent as a result of the distribution, shall be personally liable to the limited liability partnership for the amount or value of the distribution if it was received within a period of two years before the commencement of the winding-up of the limited liability partnership.

(2)

For the purposes of this section—

(a)

a limited liability partnership is insolvent if it is, at that time, unable to pay its debts as they become due in the normal course of business; and

(b)

a partner or former partner shall be deemed to have received a distribution if the distribution is received by that partner or former partner’s assignee or nominee.

Power of partner to bind the limited liability partnership

Section 23

(2)

Notwithstanding subsection (1), a limited liability partnership is not bound by anything done by a partner in dealing with a person if—

(a)

the partner is acting without authority; and

(b)

the person with whom the partner is dealing—

(i)

knows that the partner has no authority; or

(ii)

does not know that he is a partner of the limited liability partnership.

(3)

Where a person has ceased to be a partner of a limited liability partnership, the former partner is to be regarded, in relation to any person dealing with the limited liability partnership, as still being a

26 Laws of Malaysia ACT 743

partner of the limited liability partnership unless—

(a)

the person dealing with the limited liability partnership knows that the former partner has ceased to be a partner of the limited liability partnership; or

(b)

a notice that the former partner has ceased to be a partner of the limited liability partnership has been lodged with the

Registrar by the limited liability partnership or the former partner.

(4)

For the purposes of subsection (2), no person is deemed to have notice of any lack of authority of a partner by reason only that the fact is made available by the Registrar for inspection.

Cessation of partnership interest

Section 24

(a)

in accordance with the limited liability partnership agreement; or

(b)

in the absence of such agreement, by that partner giving thirty days’ notice to the other partners of that partner’s intention to resign as a partner.

(2)

Without affecting the generality of subsection (1)—

(a)

a partner of a limited liability partnership shall cease to be a partner upon the death or dissolution of the partner; and

(b)

in the case of a limited liability partnership which is formed for the purposes of carrying on any professional practice, a partner shall cease to be a partner if he has been disqualified from carrying out the professional practice under the relevant governing law as specified in the third column of the First Schedule.

(3)

Where a partner of a limited liability partnership ceases to be a partner, unless otherwise provided in the limited liability partnership agreement, such partner, his personal representative or its liquidator,

Limited Liability Partnerships 27

as the case may be, shall be entitled to receive from the limited liability partnership an amount—

(a)

equal to the former partner’s capital contribution to the limited liability partnership and that former partner’s right to share in the accumulated profits of the limited liability partnership after the deduction of losses of the limited liability partnership; and

(b)

determined as at the date the former partner ceased to be a partner.

(4)

Where a partner ceases to be a partner, such partner, or his personal representative or its liquidator, as the case may be, shall cease involvement in the management of the limited liability partnership.

(5)

Any former partner, or the former partner’s personal representative or liquidator who fails to comply with subsection (4)

commits an offence.

Bankruptcy of partner

Section 25

(a)

his bankruptcy shall not by itself cause him to cease being a partner of the limited liability partnership;

(b)

the Director General of Insolvency or trustee of the estate of the bankrupt partner shall be entitled to receive distribution from the limited liability partnership which the bankrupt partner is entitled to receive under the limited liability partnership agreement; and

(c)

the bankrupt partner, the Director General of Insolvency or trustee of the estate of the bankrupt partner shall not interfere in the management of the limited liability

28 Laws of Malaysia ACT 743

partnership.

(2)

Notwithstanding paragraph (1)(c), a bankrupt partner may take part in the management of the limited liability partnership—

(a)

with the leave of the Director General of Insolvency; or

(b)

with the leave of the Court provided that a notice of intention to apply for leave has been served on the Director

General of Insolvency and the Director General of

Insolvency is heard on the application.

(3)

A bankrupt partner who has been adjudicated bankrupt outside

Malaysia shall not take part in the management of the limited liability partnership unless the leave of the Court has been obtained.

(4)

Any person who fails to comply with paragraph (1)(c) or subsection (3) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding five years or to both.

Assignment of interests

Section 26

(2)

An assignment under subsection (1) shall not by itself—

(a)

cause the partner to cease being a partner of the limited liability partnership; and

(b)

entitle the assignee to interfere in the management of the limited liability partnership.

Compliance officer

Section 27

(a)

is a citizen or permanent resident of Malaysia; and

(b)

ordinarily resides in Malaysia.

(2)

Every limited liability partnership shall ensure that the particulars of every person who acts as a compliance officer of the limited liability partnership and his consent to act as such are lodged with the Registrar.

(3)

The compliance officer shall give notice in writing of his intention to vacate the office to the limited liability partnership.

(4)

Upon giving the notice under subsection (3), the compliance officer may lodge with the Registrar notice of his intention to vacate the office.

(5)

Where the compliance officer has lodged the notice with the

Registrar under subsection (4), the compliance officer shall cease to be the compliance officer of the limited liability partnership on the expiry of one month from the date of the lodgment of the notice.

(6)

Notwithstanding any provision of this Act, where no compliance officer is appointed then all partners shall be deemed as the compliance officer of the limited liability partnership.

(7)

A compliance officer shall be—

(a)

answerable for the doing of all acts, matters and things as are required to be done by the limited liability partnership under sections 17, 19 and 20; and

(b)

personally liable to all penalties including administrative penalties imposed on the limited liability partnership for any contravention of those sections unless he satisfies the



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

30 Laws of Malaysia ACT 743

court hearing the matter that he should not be so liable.

(8)

Where a limited liability partnership has more than one compliance officer—

(a)

anything that is required by this Act to be done by the compliance officer may be done by any one of the compliance officers; and

(b)

anything which constitutes an offence by the compliance officer under this Act constitutes an offence by each of the compliance officers.

Disqualification to act as a compliance officer

Section 28

(a)

he is an undischarged bankrupt; or

(b)

he is disqualified to act as a director or secretary under the *Companies Act 1965.

(2)

A person who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding three years or to both.

CONVERSION TO LIMITED LIABILITY PARTNERSHIPS

Conversion from conventional partnership to limited liability partnership

Section 29

(2)

In this Part, “convert”, in relation to a conventional partnership converting to a limited liability partnership, means a transfer of the properties, interests, rights, privileges, liabilities, obligations and the undertaking of the conventional partnership to the limited liability partnership.

Conversion from private company to limited liability partnership

Section 30

(a)

there is no security interest in its assets subsisting or in force at the time of application; and

(b)

the partners of the limited liability partnership to which it is to be converted comprises all the shareholders of the private company and no one else.

(2)

In this Part, “convert”, in relation to a private company converting to a limited liability partnership, means a transfer of the properties, interests, rights, privileges, liabilities, obligations and the undertaking of the private company to the limited liability partnership.

Statements to be lodged

Section 31

(a)

a statement signed by all of its partners in such medium and form as the Registrar may determine containing the following particulars:

(i)

the name and registration number of the conventional partnership, where applicable;

32 Laws of Malaysia ACT 743

(ii)

the date on which the conventional partnership was registered under the Registration of Businesses

Act 1956 or any other written law; and

(iii)

that as at the date of the application, the conventional partnership appears to be able to pay its debts as they become due in the normal course of business; and

(b)

a statement and an approval letter referred to in subsections 10(2) and (3), respectively.

(2)

A private company may apply to convert to a limited liability partnership by lodging with the Registrar—

(a)

a statement signed by all of its shareholders in such medium and form as the Registrar may determine containing the following particulars:

(i)

the name and registration number of the private company;

(ii)

the date on which the private company was incorporated under the *Companies Act 1965;

(iii)

that as at the application date, the private company appears to be able to pay its debts as they become due in the normal course of business;

(iv)

that as at the application date, all outstanding statutory fees or any amount owing to any government agency has been settled;

(v)

that the private company has placed an advertisement in at least one widely circulated newspaper in

Malaysia and published a notification in the Gazette of its intention to convert to a limited liability partnership; and

(vi)

that all of its creditors have agreed with the



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

Limited Liability Partnerships 33

application to convert to a limited liability partnership; and

(b)

a statement referred to in subsection 10(2).

(3)

The Registrar may, in any particular case, require the statement referred to in subsection (1) or (2) to be verified in such manner as the

Registrar considers fit.

Registration of conversion

Section 32

(2)

Nothing in this section shall be construed as to require the

Registrar to register a limited liability partnership if he is not satisfied with the particulars or other information furnished under the provisions of this Act.

Effect of registration

Section 33

(a)

there shall be a limited liability partnership by the name specified in the notice of registration, with all the attributes described in Part II of this Act and subject to the provisions of this Act;

(b)

all properties vested in the conventional partnership or private company, all interests, rights, privileges, liabilities and obligations relating to the conventional partnership or private company, and the whole of the undertaking of the

34 Laws of Malaysia ACT 743

conventional partnership or private company, as the case may be, shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed;

(c)

the conventional partnership or private company shall be deemed to be dissolved; and

(d)

the conventional partnership, if registered under the

Registration of Businesses Act 1956, shall be removed from the register of businesses maintained under that Act, and the private company shall be removed from the register of companies maintained under the *Companies Act 1965.

(2)

If any property to which paragraph (1)(b) applies is registered with a relevant authority, the limited liability partnership shall, as soon as practicable after the date of registration, take all necessary steps as required by the relevant authority to notify that relevant authority of the conversion and of the particulars of the limited liability partnership in such medium and form as the Registrar may determine.

(3)

In this Part, “date of registration” means the date as specified in the notice of registration issued under subsection 32(1).

Pending proceedings

Section 34

All proceedings by or against the conventional partnership or private company, as the case may be, which are pending on the date of registration may be continued, completed and enforced by or against the limited liability partnership.

Section 35

Continuance of conviction, ruling, order or judgment

Any conviction, ruling, order or judgment in favour of or against the conventional partnership or private company may be enforced by or against the limited liability partnership.



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

Limited Liability Partnerships 35

Section 36

Existing agreements

Every agreement to which the conventional partnership or private company was a party immediately before the date of registration, whether or not of such nature that the rights and liabilities thereunder could be assigned, shall have effect as from that day as if—

(a)

the limited liability partnership were a party to such an agreement instead of the conventional partnership or private company; and

(b)

for any reference to the conventional partnership or private company, as the case may be, there were substituted in respect of anything to be done on or after the date of registration a reference to the limited liability partnership.

Existing contracts, etc.

Section 37

All deeds, contracts, schemes, bonds, agreements, applications, instruments and arrangements subsisting immediately before the date of registration relating to the conventional partnership or private company, or to which the conventional partnership or private company is a party, shall continue in force on and after that date as if they relate to the limited liability partnership and shall be enforceable by or against the limited liability partnership as if the limited liability partnership were named therein or were a party thereto instead of the conventional partnership or private company.

Section 38

Continuance of employment

Every contract of employment to which section 36 or 37 applies shall continue in force on or after the date of registration as if the limited liability partnership were the employer under the contract of employment instead of the conventional partnership or private company, as the case may be.

36 Laws of Malaysia ACT 743

Section 39

Existing appointment, authority or power

(2)

Any authority or power conferred on the conventional partnership or private company which is in force immediately before the date of registration shall take effect and operate from that date as if it were conferred on the limited liability partnership.

Non-application of sections 33 to 39

Section 40

Sections 33 to 39 shall not apply to any approval, permit or licence issued under any written law to the conventional partnership or private company which is in force immediately before the date of registration of the limited liability partnership.

Section 41

Liabilities and obligations of partners before conversion

(2)

If any such partner discharges any liability or obligation referred to in subsection (1), that partner shall be entitled, subject to any agreement with the limited liability partnership to the contrary, to be fully indemnified by the limited liability partnership in respect of such liability or obligation.

Notice of conversion in invoices and correspondence

Section 42

(a)

a statement that it was, as from the date of registration, converted from a conventional partnership or private company, as the case may be, to a limited liability partnership; and

(b)

the name and registration number, if applicable, of the conventional partnership or private company from which it was converted.

(2)

A limited liability partnership which fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

Existing statutory books, registers, records, etc.

Section 43

(2)

A limited liability partnership and every partner of the limited liability partnership who fail to comply with subsection (1) commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

38 Laws of Malaysia ACT 743

Section 44

(2)

A foreign limited liability partnership shall not be regarded as carrying on business in Malaysia for the reason only that within

Malaysia it carries on activities as specified in the Third Schedule.

(3)

A person who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Registration of foreign limited liability partnerships

Section 45

(a)

a certified copy of the certificate of registration or any other similar document in its place of incorporation, establishment or origin; and

(b)

a certified copy of its charter or instrument defining its constitution, if any.

(2)

Upon being satisfied that the requirements of this Act have been complied with and on payment of the prescribed fee, the Registrar shall—

(a)

register the foreign limited liability partnership and allocate a registration number for the foreign limited liability partnership; and

Limited Liability Partnerships 39

(b)

issue a notice of registration in such form as the Registrar may determine.

Requirements of foreign limited liability partnerships

Section 46

(a)

is a citizen or permanent resident of Malaysia; and

(b)

ordinarily resides in Malaysia.

(2)

A foreign limited liability partnership shall ensure that the particulars of every person who acts as compliance officer of the foreign limited liability partnership and his consent to act as such are lodged with the Registrar.

(3)

The compliance officer shall give notice in writing of his intention to vacate the office to the foreign limited liability partnership.

(4)

Upon giving the notice under subsection (3), the compliance officer may lodge with the Registrar a notice of his intention to vacate the office.

(5)

Where the compliance officer has lodged a notice under subsection (4), the compliance officer shall cease to be the compliance officer of the foreign limited liability partnership on the expiry of one month from the date of the lodgment of the notice.

(6)

A foreign limited liability partnership and every partner of the foreign limited liability partnership who fail to comply with subsection (1)

commit an offence under this Act.



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

40 Laws of Malaysia ACT 743

(7)

A foreign limited liability partnership shall have a registered office in Malaysia to which all communications and notices may be addressed.

(8)

In addition to the requirements under section 19, the foreign limited liability partnership shall keep at the registered office the following documents:

(a)

a certified copy of the certificate of registration or any other similar document in its place of incorporation, establishment or origin; and

(b)

a certified copy of its charter or instrument defining its constitution, if any.

(9)

A foreign limited liability partnership shall lodge with the

Registrar a declaration as specified in subsection 68(1) annually within thirty days of the anniversary of its registration under the Act or any other period as the Registrar may upon application allow.

(10)

A foreign limited liability partnership which fails to comply with subsection (9) commits an offence and shall, on conviction, be liable to a fine not exceeding twenty thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

Cessation of business in Malaysia

Section 47

(2)

The cessation of business shall take effect upon the lodgement of the notice under subsection (1).

(3)

On and from that date of the lodgement of the notice under subsection (1), the obligation of the foreign limited liability partnership to lodge any document with the Registrar shall cease except those

Limited Liability Partnerships 41

documents that ought to have been lodged before such date.

(4)

The Registrar shall only remove the name of the foreign limited liability partnership from the register upon the expiration of six months from the date of the lodgement of the notice under subsection (1).

Liquidation or dissolution of foreign limited liability partnerships in place of incorporation, establishment or origin

Section 48

(a)

a notice of such liquidation or dissolution; and

(b)

where a foreign liquidator is appointed to the foreign limited liability partnership in its place of incorporation, establishment or origin, a notice of such appointment.

(2)

A foreign liquidator appointed under paragraph (1)(b) shall have the powers and functions of an approved liquidator until an approved liquidator for the foreign limited liability partnership in

Malaysia is duly appointed by the Court.

(3)

An approved liquidator of a foreign limited liability partnership in Malaysia appointed by the Court or a person exercising the powers and functions of such a liquidator―

(a)

shall, before any distribution of the assets of the foreign limited liability partnership is made, by advertisement in a newspaper widely circulated in each country where the foreign limited liability partnership had been carrying on business prior to the liquidation if no liquidator has been

42 Laws of Malaysia ACT 743

appointed for that place, invite all creditors to make their claims against the foreign limited liability partnership within a reasonable time before the distribution.

(b)

shall not pay out any creditor to the exclusion of any other creditor of the foreign limited liability partnership without obtaining an order of the Court except as otherwise provided in subsection (7); and

(c)

shall, unless otherwise ordered by the Court―

(i)

only recover and realize the assets of the foreign limited liability partnership in Malaysia; and

(ii)

subject to subsection (7), pay the net amount so recovered and realized to the liquidator of that foreign limited liability partnership for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Malaysia by the foreign limited liability partnership.

(4)

Where a foreign limited liability partnership has been wound up, so far as its assets in Malaysia are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered pursuant to subsection (3).

(5)

Upon receipt of a notice from a compliance officer that the foreign limited partnership has been dissolved, the Registrar shall remove the name of the foreign limited liability partnership from the register.

(6)

Where the Registrar has reasonable cause to believe that a foreign limited liability partnership has ceased to carry on business or to have a place of business in Malaysia, the provisions of this Act relating to striking off under section 51 shall apply accordingly with such modifications as are necessary.

(7)

Before paying or transferring any property available within

Malaysia to the foreign liquidator referred to in subsection (1), the approved liquidator for the foreign limited liability partnership in

Malaysia shall make payments in the following order:

Limited Liability Partnerships 43

(a)

firstly, the remuneration of the approved liquidator for the foreign limited liability partnership in Malaysia;

(b)

secondly, all penalties, costs, fees and charges due and owing to the Registrar;

(c)

thirdly, all wages and salary of any employee of the foreign limited liability partnership, at the time of the appointment of the approved liquidator, a sum not exceeding fifteen thousand ringgit;

(d)

fourthly, all amount in respect of workers’ compensation, employees’ superannuation or provident fund scheme, or social security contribution under any written law relating to workers’ compensation, employees’ superannuation or provident fund scheme, or social security contribution accrued before the appointment of the approved liquidator;

(e)

fifthly, all remuneration payable to any employee in respect of vacation leave or in the case of his death to any other person in his right, accrued in respect of any period before the appointment of the approved liquidator; and

(f)

sixthly, the amount due of all federal taxes assessed under any written law.

(8)

The penalties, costs, fees, charges, taxes and debts referred to in subsection (7) shall be a charge upon the properties of the foreign limited liability partnership in priority to all other charges and claims.

(9)

The foreign limited liability partnership shall be deemed to continue to exist in Malaysia until the winding up of its affairs in

Malaysia is completed.

44 Laws of Malaysia ACT 743

WINDING-UP, DISSOLUTION AND STRIKING-OFF

Receivership and winding-up by the Court

Section 49

(a)

in the case of receivership of a limited liability partnership, the provisions of Part VIII (in so far as they relate to a company limited by shares) of the *Companies Act 1965

shall apply; and

(b)

in the case of winding-up of a limited liability partnership by the Court, the provisions of Divisions 2 and 4 of Part X

(in so far as they relate to a company limited by shares)

of the

*Companies Act 1965 and the Companies

(Winding-up) Rules 1972 [P.U. (A) 289/1972] shall apply.

(2)

The application of Part VIII and Divisions 2 and 4 of Part X (in so far as they relate to a company limited by shares) of the

*Companies Act 1965, and the Companies (Winding-up) Rules 1972

under subsection (1) shall be subject to such modifications and adaptations as may be necessary, and in particular the following modifications:

(a)

references to a “company” shall be taken as references to a limited liability partnership;

(b)

references to a “director” or to a “member” of a company shall be taken as references to a partner of a limited liability partnership;

(c)

references to the “memorandum” and “articles of a company” shall be taken as references to the partnership agreement of a limited liability partnership;

(d)

references to a “resolution” of a company shall be taken as



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

Limited Liability Partnerships 45

references to a determination or decision of a limited liability partnership; and

(e)

references to “shares” of any member of a company shall be taken as references to the interest of any partner of a limited liability partnership.

Voluntary winding-up

Section 50

(2)

Where a limited liability partnership has ceased to operate and has discharged all its debts and liabilities, a partner of the limited liability partnership may, after giving notice in accordance with subsection (4), apply in writing to the Registrar for a declaration of dissolution of the limited liability partnership.

(3)

An application for a declaration of dissolution shall be made within seven days from the date of the publication or notification referred to in subsection (4), whichever is the later, and shall be accompanied by—

(a)

a statutory declaration made by one of the partners of the limited liability partnership stating—

(i)

that the limited liability partnership has ceased to operate and has discharged all its debts and liabilities, other than those owed to its partners; and

(ii)

that the notice required under subsection (4) has been given in accordance with that subsection;

(b)

a copy of the notice given under subsection (4); and

(c)

a written notice from the Inland Revenue Board stating that it has no objection to the Registrar making a declaration of

46 Laws of Malaysia ACT 743

dissolution of the limited liability partnership.

(4)

Before making an application to the Registrar under this section, the applicant shall ensure that a notice to the effect that the applicant proposes to apply to the Registrar for a declaration of dissolution of the limited liability partnership—

(a)

has been published in at least one widely circulated

Malaysian newspaper in the national language and one widely circulated Malaysian newspaper in the English language; and

(b)

has been sent by registered post to each partner of the limited liability partnership to the last-known address of the partner.

(5)

A partner or creditor may make a written objection against the proposed dissolution of the limited liability partnership to the Registrar within thirty days of the date of publication or posting of the notice, whichever is the later.

(6)

On receipt of a written objection to the dissolution of the limited liability partnership under subsection (5), the Registrar shall forthwith notify the applicant for the declaration of dissolution of the receipt of the objection and of the identity of the objector.

(7)

The Registrar may, by notice in writing, declare that the limited liability partnership is dissolved if—

(a)

no objection is received under subsection (5);

(b)

the partner or creditor, as the case may be, withdraws the objection made under subsection (5); or

(c)

the Registrar decides that the objection made under subsection (5) is without justification.

(8)

Upon declaration of dissolution of the limited liability partnership under subsection (7), the Registrar shall notify the limited liability partnership that, subject to the limited liability partnership agreement, it is entitled to distribute its surplus assets among its partners according to their respective rights and interests.

Limited Liability Partnerships 47

(9)

The limited liability partnership shall notify the Registrar that its surplus assets have been distributed in accordance with subsection

(8)

within fourteen days after the distribution is completed.

(10)

The declaration of dissolution under subsection (7) shall only take effect upon receipt of the notification referred to under subsection

(9)

by the Registrar.

(11)

Notwithstanding the declaration of dissolution under subsection

(7)

and the distribution of assets under subsection (8), the liability of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved.

Power of Registrar to strike-off limited liability partnerships from the register

Section 51

(a)

a limited liability partnership is not carrying on business or is not in operation;

(b)

a limited liability partnership has contravened this Act;

(c)

it is prejudicial to the national interests for a limited liability partnership to remain on the register;

(d)

there is no liquidator acting in cases of winding-up by the

Court as specified under paragraph 49(1)(b); or

(e)

the affairs of a limited liability partnership are fully wound-up under section 49 or 50 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the limited liability partnership, he may serve a notice on the limited liability partnership notifying that its name may be struck-off the

48 Laws of Malaysia ACT 743

register unless the limited liability partnership gives reasons why its name should not be struck-off the register within thirty days of the date specified in the notice or a longer period as extended by the Registrar.

(2)

The Registrar may strike the name of the limited liability partnership off the register after the expiration of the period specified in the notice or such longer period as extended under subsection (1), if he—

(a)

receives a confirmation from the limited liability partnership or its partner that the limited liability partnership is no longer carrying on business or is not in operation;

(b)

receives no reply from the limited liability partnership to the notice referred to in subsection (1); or

(c)

is not satisfied with the reasons as to why the name of the limited liability should not be struck-off.

(3)

Where the name of a limited liability partnership has been struck-off the register under this section—

(a)

the liability of every partner continues and may be enforced as if the name of the limited liability partnership had not been struck-off; and

(b)

the limited liability partnership is deemed to have been dissolved.

Revocation of dissolution

Section 52

(a)

the limited liability partnership has not discharged all its debts and liabilities; or

Limited Liability Partnerships 49

(b)

it is just and reasonable that the dissolution of the limited liability partnership be revoked.

(2)

If the Court is satisfied with the application made under subsection (1), the Court may order that the dissolution of the limited liability partnership be revoked and upon a sealed copy of the order being delivered to the Registrar for registration, the limited liability partnership shall be deemed to have continued in existence as if it had not been dissolved.

(3)

The Court may, by the order made under subsection (2), give such directions and make such provisions as it deems just for placing the limited liability partnership and all other persons affected by the dissolution in the same position as nearly as may be as if the limited liability partnership had not been dissolved.

Power of Registrar to represent dissolved limited liability partnerships in certain circumstances

Section 53

(2)

When the Registrar executes or signs any relevant instrument or document in carrying out the administrative action under subsection

(1)

, he shall state that he has done so in pursuance of this section and the execution or signature shall have the same force, validity and effect as if the limited liability partnership if existing had duly executed such instrument or document.

50 Laws of Malaysia ACT 743

Outstanding assets of dissolved limited liability partnerships to vest in Registrar

Section 54

(2)

Where any claim, right or remedy of the approved liquidator may under this Act be made, exercised or availed of only with the approval or concurrence of the Court or some other person, the

Registrar may, for the purposes of this section, make, exercise or avail himself of that claim, right or remedy without such approval or concurrence.

(3)

The Minister may, by regulations, prescribe the manner in which the Registrar may deal with the property vested under subsection (1) including the manner the property is to be sold or otherwise disposed of, the defrayment of incidental costs incurred and the commission to be remunerated to the Registrar.

(4)

The moneys received by the Registrar in selling or otherwise disposing the property shall be applied in defraying all costs, expenses, commission and fees incidental thereto and thereafter the surplus, if any, shall be dealt with as if they were unclaimed moneys under the laws relating to unclaimed moneys.

Limited Liability Partnerships 51

GENERAL

Annual declaration

Section 68

(a)

appears as at that date to be able to pay its debts as they become due in the normal course of business; or

(b)

does not appear as at that date to be able to pay its debts as they become due in the normal course of business.

(2)

The declaration referred to in subsection (1) shall be lodged annually within ninety days from the end of the financial year of the limited liability partnership.

(3)

In the case of the first annual declaration, it shall be lodged not later than eighteen months from the date of the registration of the limited liability partnership.

(4)

Notwithstanding subsections (2) and (3), the Registrar may, on application by a limited liability partnership and if he thinks fit, grant an extension of time for the lodging of the declaration referred to in subsection (1).

(5)

If a limited liability partnership fails to lodge the declaration

52 Laws of Malaysia ACT 743

referred to in subsection (1) within the time or extended time referred to in subsection (2), (3) or (4), as the case may be, the limited liability partnership commits an offence and shall, on conviction, be liable to a fine not exceeding twenty thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

(6)

Any person who makes a declaration referred to in paragraph (1)(a) without having reasonable grounds for his opinion commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding two years or to both.

(7)

Any person who, in connection with a declaration made under this section, makes a statement or furnishes information, whether directly or indirectly that is false or misleading in a material particular, when he knows or ought to have known that the statement or information is false or misleading in a material particular, commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding three years or to a fine of not less than two hundred and fifty thousand ringgit and not more than five hundred thousand ringgit or to both.

(8)

If an offence under subsection (5), (6) or (7) is committed with intent to defraud creditors of the limited liability partnership or for a fraudulent purpose, the person shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding one million ringgit or to both.

Accounting and other records to be kept

Section 69

(2)

The limited liability partnership shall retain the accounting and other records referred to in subsection (1) for a period of not less than seven years from the end of the financial year in which the transactions

Limited Liability Partnerships 53

or operations to which those records relate are completed.

(3)

The accounting and other records referred to in subsection (1)

shall be kept at the registered office or such other place as the partners think fit provided that the Registrar is duly notified of that other place and the accounting and other records shall at all times be open to inspection by the partners.

(4)

The Registrar may, by notice in writing to the limited liability partnership or any of its partners, require the limited liability partnership or that partner to produce the accounting and other records referred to in subsection (1) for his inspection within such time and at such place as may be specified in that notice.

(5)

Subject to the limited liability partnership agreement, the accounts of a limited liability partnership shall not be required to be audited.

(6)

If a limited liability partnership fails to comply with subsection (1), the limited liability partnership and every partner of the limited liability partnership commit an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding six months or to both.

(7)

If a limited liability partnership fails to comply with subsection (2) or (3), the limited liability partnership and every partner of the limited liability partnership commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

(8)

Any person who fails to comply with subsection (4) commits an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding six months or to both.

54 Laws of Malaysia ACT 743

Registers

Section 70

(2)

Any person may, on payment of the prescribed fee—

(a)

inspect any document lodged with the Registrar under this Act; or

(b)

require a certified or uncertified copy of, or an extract from, any document that he is entitled to inspect.

Rectification of registers

Section 71

(a)

has been omitted;

(b)

is incorrect; or

(c)

has been included in error, may apply to the Registrar for rectification of the register.

(2)

Upon receipt of the application under subsection (1), the

Registrar may require the applicant to produce such document or to furnish the Registrar with such information as the Registrar deems necessary in order to form an opinion whether the register is to be rectified.

(3)

The Registrar may require the person making the application under subsection (1) to give notice of that application to such other person as the Registrar may specify, being a person who appears to the

Registrar to be concerned or to have an interest in the business.

(4)

The Registrar may, without an application being made under subsection (1), rectify the register where, in his view, an entry—

(a)

has been omitted;

Limited Liability Partnerships 55

(b)

is incorrect; or

(c)

has been included in error.

(5)

Notwithstanding subsection (1), the Registrar may refuse any application if the error, mistake or omission does not arise in the ordinary course of the discharge of the duties of the Registrar.

(6)

Any person aggrieved by the refusal of the Registrar to rectify the particulars of his business in the register may appeal within thirty days of the decision of the Registrar to the court which may determine the matter.

(7)

On appeal under subsection (6), the court may—

(a)

refuse the application; or

(b)

order the register to be rectified by the making of an entry, variation or deletion therein.

(8)

Any order made by the court under this section shall direct that the notice of the order to be served on the Registrar in the manner as determined by the court and the Registrar shall, on receipt of the notice, rectify the register accordingly.

(9)

Notwithstanding anything in this section, where it appears to a person that any particulars recorded in the register contains matter that is false, fraudulent or misleading, the person may apply to the court and the court may, as a result of evidence adduced before it, order the

Registrar to rectify the register in the manner specified in such order and the Registrar, upon receipt of such order, shall rectify the register accordingly.

Relodging of lost registered documents

Section 72

(2)

The limited liability partnership or any compliance officer of the limited liability partnership shall, within fourteen days after the service of the notice under subsection (1) or such longer period as the

Registrar may allow, comply with the direction of the Registrar.

(3)

On and from the date of the lodgement made under subsection

(1)

, the lodging of the document shall have the same force and effect as though it is made at the original date of the lodgement.

(4)

No fee shall be payable upon the lodging of a document under this section.

(5)

If a limited liability partnership fails to comply with the direction of the Registrar under subsection (1), the limited liability partnership and the compliance officer commit an offence.

Service for electronic lodgement of documents

Section 73

(2)

A document electronically lodged under this section shall be deemed to have satisfied the requirement for lodgement if the document is communicated or transmitted to the Registrar in such manner as may be determined by the Registrar.

(3)

A document that is required to be stamped, signed or sealed shall, if it is to be electronically lodged, be certified to be true copy or authenticated in such manner as may be determined by the Registrar.

(4)

A copy of or an extract from any document electronically lodged with the Registrar, or supplied or issued by the Registrar, under subsection (1) and certified to be a true copy of, or extract from, such document under the hand and seal of the Registrar shall be admissible in evidence in any proceedings.

Limited Liability Partnerships 57

(5)

Where a document is electronically lodged with the Registrar, the Registrar or his authorized agents shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature or however arising appearing in any document obtained by any person under the service referred to in subsection (1)

if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Registrar or of his authorized agents or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provision of the service.

Issuing documents electronically

Section 74

The Registrar may, by electronic means, issue a document which is to be issued by him under this Act.

Section 75

Information certified by Registrar admissible in evidence

Any information supplied by the Registrar which is certified under his hand and seal to be a true extract from any documents lodged with or submitted to the Registrar under section 73 or issued by the

Registrar under section 74 shall in any proceedings be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.

Section 76

Service of documents on limited liability partnerships

A document may be served on a limited liability partnership by leaving it at or sending it by post to the registered office of the limited liability partnership.

Section 77

(Deleted by Act A1477).

58 Laws of Malaysia ACT 743

Section 78

(Deleted by Act A1477).

Section 79

Fees

The Registrar may charge a fee for any services provided by him otherwise than in pursuance of an obligation imposed on him under this Act.

Section 80

Offence of false and misleading statements

(2)

For the purpose of subsection (1), where a person at a meeting votes in favour of the making of a statement referred to in that subsection knowing it to be false, he shall be deemed to have authorized the making of that statement.

Offence for improper use of the words “Perkongsian Liabiliti

Terhad”

Section 81

Any person who carries on business under any name or title of which “Perkongsian Liabiliti Terhad” or the abbreviation “PLT” is the final word or abbreviation the person, unless the business is duly registered under this Act, commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Section 82

(Deleted by Act A1477).

Section 83

Limited Liability Partnerships 59

(Deleted by Act A1477).

Section 84

(Deleted by Act A1477).

Section 85

(Deleted by Act A1477).

Section 86

General penalty

A person who commits an offence under this Act for which no penalty is expressly provided shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding one year or to both.

Section 87

(Deleted by Act A1477).

Section 88

(Deleted by Act A1477).

Section 89

(Deleted by Act A1477).

Section 90

Protection to certain partners, officers or employees who make disclosures

(2)

No partner, officer or employee of the limited liability

60 Laws of Malaysia ACT 743

partnership may be discharged, demoted, suspended, threatened or harassed or in any other manner be discriminated against the terms and conditions of the limited liability partnership agreement, contract of employment or other instrument by reason of the report submitted to him under subsection (1).

(3)

No partner, officer or employee of the limited liability partnership shall be liable to be sued in any court nor be subject to any tribunal process, including disciplinary action for any report submitted by him under subsection (1) provided that the report is made in good faith.

(4)

For the purpose of this section—

(a)

“a serious offence involving fraud or dishonesty” means an offence that is punishable by imprisonment for a term of not less than two years; and

(b)

“officer” means—

(i)

a compliance officer; and

(ii)

a receiver or manager of any part of the undertaking of the limited liability partnership appointed under a power contained in any instrument.

Power to make regulations

Section 91

(a)

(deleted by Act A1477);

(b)

the fees to be paid to the Registrar in respect of any obligation under this Act;

(c)

the manner in which the Registrar may deal with the property vested in him under section 54; and

(d)

all matters and things required or authorized by this Act to be prescribed or provided, for the carrying out of, or giving full effect to, the provisions of this Act.

Limited Liability Partnerships 61

(2)

Any subsidiary legislation made under this Act may provide for any act or omission in contravention of the subsidiary legislation to be an offence and may provide for penalties of a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Power to amend Schedules

Section 92

The Minister may, by order published in the Gazette, vary, delete, add to, substitute or otherwise amend the First Schedule, Second

Schedule and Third Schedule.

FIRST SCHEDULE

[Section 2]

PROFESSIONAL PRACTICE

Professional

Practice

Governing law

Governing body

Section 1

Chartered accountant

Accountants Act 1967

[Act 94]

Section 2

Malaysian Institute of Accountants

(i)

Legal

Profession

Act 1976 [Act 166]

(ii)

Advocates

Ordinance of Sabah

[Sabah Cap. 2]

(iii)

Advocates

Ordinance of

Sarawak [Sarawak

Cap. 110]

(i)

Malaysian Bar

(ii)

Sabah Law Society

(iii)

Advocates’

Association of

Sarawak

62 Laws of Malaysia ACT 743

Section 3

Secretary

*Companies Act 1965

[Act 125]

-Nil-SECOND SCHEDULE

[Section 9]

DEFAULT PROVISIONS FOR LIMITED LIABILITY PARTNERSHIPS

Section 1

The mutual rights and duties of the partners and the mutual rights and duties of a limited liability partnership and its partners shall be determined, subject to the terms of any liability partnership agreement, by the provisions in this Schedule.

Section 2

All partners of a limited partnership are entitled to share equally in the capital and profits of the limited liability partnership.

Section 3

The limited liability partnership must indemnify each partner in respect of payments made and personal liabilities incurred by that partner―

(a)

in the ordinary and proper conduct of the business of the limited liability partnership; and

(b)

in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.

Section 4

Every partner may take part in the management of the limited liability partnership.

Section 5

No partner shall be entitled to remuneration for acting in the business or management of the limited liability partnership.

Section 6

No person may be introduced as a partner without the consent of all existing partners.

Section 7

No person shall assign all or part of his or its interest in the limited liability partnership without the consent of all existing partners.



*NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016

[Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777.

Section 8

Limited Liability Partnerships 63

Any matter or issue relating to the limited liability partnership shall be decided by resolution passed by a majority in number of partners, and for this purpose, each partner shall have one vote.

Section 9

Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any other partner or that other partner’s legal representatives.

Section 10

If a partner, without the consent of the limited liability partnership, carries on any business of the same nature as and competing with the limited liability partnership, the partner must account for and pay over to the limited liability partnership all profits made by the partner in that business.

Section 11

Every partner must account to the limited liability partnership for any benefit derived by that partner without consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by that partner of the property, name or any business connection of the limited liability partnership.

Section 12

No majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners.

THIRD SCHEDULE

[Section 44]

A foreign limited liability partnership shall not be regarded as carrying on a business in Malaysia for the reason only that within Malaysia it―

(a)

is or become a party to any action or suit or any administration or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute;

(b)

holds meetings or carries on other activities concerning its internal affairs;

(c)

maintains any bank account;

(d)

effects any sale through an independent contractor;

(e)

solicits or procures any order which becomes a binding contract only if the order is accepted outside Malaysia;

(f)

creates evidence of any debt or creates a charge on movable or

64 Laws of Malaysia ACT 743

immovable property;

(g)

secures or collects any of its debts or enforces its rights in regard to any securities relating to those debts;

(h)

conducts an isolated transaction that is completed within thirty one days, but not being one of a number similar transaction from time to time;

(i)

invests any of its funds or holds property; or

(j)

import goods only temporarily pursuant to the Customs Act 1967

[Act 235] for the purpose of display, exhibition, demonstration or as trade samples with a view to subsequent re-exportation within a period of three months or within such period as the Director General of

Customs and Excise may in his discretion allow.

65

Act 743

LIST OF AMENDMENTS

Amending law

Short title

In force from

Act A1477

Limited Liability Partnership

(Amendment) Act 2015

31-01-2017

P.U. (A) 232/2022

Limited

Liability

Partnerships (Amendment of

First Schedule) Order 2022 01-08-2022

66

Act 743

LIST OF SECTIONS AMENDED

Section

Amending Authority

In force from 2

Act A1477 31-01-2017 5

Act A1477 31-01-2017 48

Act A1477 31-01-2017 55

Act A1477 31-01-2017 56

Act A1477 31-01-2017 57

Act A1477 31-01-2017 58

Act A1477 31-01-2017 59

Act A1477 31-01-2017 60

Act A1477 31-01-2017 61

Act A1477 31-01-2017 62

Act A1477 31-01-2017 63

Act A1477 31-01-2017 64

Act A1477 31-01-2017 65

Act A1477 31-01-2017 66

Act A1477 31-01-2017 67

Act A1477 31-01-2017 77

Act A1477 31-01-2017 78

Act A1477 31-01-2017

Limited Liability Partnerships 67

Section

Amending Authority

In force from 82

Act A1477 31-01-2017 83

Act A1477 31-01-2017 84

Act A1477 31-01-2017 85

Act A1477 31-01-2017 87

Act A1477 31-01-2017 88

Act A1477 31-01-2017 89

Act A1477 31-01-2017 91

Act A1477 31-01-2017

Schedule

P.U (A) 232/2022 01-08-2022

Amending instrument	Year
AKTA PERKONGSIAN LIABILITI TERHAD (PINDAAN) 2015	2015
LIMITED LIABILITY PARTNERSHIPS (AMENDMENT) ACT 2024	2024

*LIMITED LIABILITY PARTNERSHIPS ACT 2012

About this act

PART I

(2)

(a)

(b)

(c)

(d)

PART II

(1)

(2)

(3)

(4)

(a)

(b)

(c)

PART III

FORMATION AND REGISTRATION

(1)

(2)

(2)

(a)

(b)

(3)

(a)

(b)

(4)

(a)

(b)

(i)

(ii)

(1)

(a)

(b)

(2)

(a)

(b)

(c)

(d)

(2)

(a)

(b)

(c)

(d)

(e)

(f)

(3)

(4)

(a)

(b)

(2)

(3)

(4)

(5)

(a)

(b)

(i)

(ii)

(iii)

(2)

(2)

(a)

(b)

(c)

(d)

(3)

(a)

(b)

(2)

(2)

(a)

(b)

(3)

(2)

(4)

(a)

(b)

(5)

(2)

(3)