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Limited Liability Partnerships Act 2012- Part 1

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743

Incorporating all amendments up to 26 February 2012 

Date of Royal Assent

2 February 2012

Date of publication in the Gazette

9 February 2012

Date of coming into operation . .

26 December 2012

 

ACT 743
LIMITED LIABILITY PARTNERSHIPS ACT 2012(
Click here to see Annotated Statutes of this Act)

Part I PRELIMINARY

SECTION

1. Short title and commencement

2. Interpretation

Part II FUNDAMENTALS OF A LIMITED LIABILITY PARTNERSHIP

SECTION

3. Separate legal personality and capacity

4. Non-applicability of partnership law

Part III FORMATION AND REGISTRATION

SECTION

5. Appointment of the Registrar of Limited Liability Partnerships, etc.

6. Formation of limited liability partnerships

7. Carrying on business with less than minimum partners

8. Partnership for professional practice

9. Limited liability partnership agreement

10. Application for registration

11. Registration of limited liability partnerships

12. Power to refuse registration

13. Name of limited liability partnership

14. Reservation of names

15. Change of name of limited liability partnership

16. Power of Registrar to require change of names

17. Registration of changes in particulars

18. Registered office

19. Registers and documents to be kept at registered office

20. Publication of names

Part IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP

SECTION

21. Limited liability of partners

22. Liability of partners when limited liability partnership is insolvent

23. Power of partner to bind the limited liability partnership

24. Cessation of partnership interest

25. Bankruptcy of partner

26. Assignment of interests

27. Compliance officer

28. Disqualification to act as a compliance officer

Part V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS

SECTION

29. Conversion from conventional partnership to limited liability partnership

30. Conversion from private company to limited liability partnership

31. Statements to be lodged

32. Registration of conversion

33. Effect of registration

34. Pending proceedings

35. Continuance of conviction, ruling, order or judgment

36. Existing agreements

37. Existing contracts, etc.

38. Continuance of employment

39. Existing appointment, authority or power

40. Non-application of sections 33 to 39

41. Liabilities and obligations of partners before conversion

42. Notice of conversion in invoices and correspondence

43. Existing statutory books, registers, records, etc.

Part VI FOREIGN LIMITED LIABILITY PARTNERSHIPS

SECTION

44. Foreign limited liability partnerships

45. Registration of foreign limited liability partnerships

46. Requirements of foreign limited liability partnerships

47. Cessation of business in Malaysia

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

Part VII WINDING-UP, DISSOLUTION AND STRIKING-OFF

SECTION

49. Receivership and winding-up by the Court

50. Voluntary winding-up

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

52. Revocation of dissolution

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

54. Outstanding assets of dissolved limited liability partnerships to vest in Registrar

Part VIII ENFORCEMENT

SECTION

55. Provision of information

56. Power to conduct inspection

57. Power of investigation

58. Search and seizure with warrant

59. Search and seizure without warrant

60. Access to computerized data

61. Warrant admissible notwithstanding defects

62. List of things seized

63. Release of things seized

64. Power to require attendance of person acquainted with case

65. Examination of person acquainted with case

66. Admissibility of statements in evidence

67. No cost or damages arising from seizure to be recoverable

Part IX GENERAL

SECTION

68. Annual declaration

69. Accounting and other records to be kept

70. Registers

71. Rectification of registers

72. Relodging of lost registered documents

73. Service for electronic lodgement of documents

74. Issuing documents electronically

75. Information certified by Registrar admissible in evidence

76. Service of documents on limited liability partnerships

77. Power to issue guidelines, practice notes, etc.

78. Power to take action

79. Fees

80. Offence of false and misleading statements

81. Offence for improper use of the words Perkongsian Liabiliti Terhad

82. Destruction, concealment, mutilation and alteration of records

83. Obstruction

84. Tipping-off

85. Offences by body corporate

86. General penalty

87. Compounding of offences

88. Institution of prosecution

89. Protection against suit and legal proceedings

90. Protection to certain partners, officers or employees who make disclosures

91. Power to make regulations

92. Power to amend Schedules

PROFESSIONAL PRACTICE

DEFAULT PROVISIONS FOR LIMITED LIABILITY PARTNERSHIPS

Omitted or Deleted Section

An Act to provide for the registration, administration and dissolution of limited liability partnerships and to provide for related matters.

26 December 2012, P.U.(B) 421/2012]

ENACTED by the Parliament of Malaysia as follows:

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/1.Short title and commencement

Part I PRELIMINARY

1. Short title and commencement

(1) This Act may be cited as the Limited Liability Partnerships Act 2012.

(2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 1. Short title and commencement

1.   Short title and commencement 

(1) This Act may be cited as the Limited Liability Partnerships Act 2012. 

(2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/2.Interpretation

2. Interpretation

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 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 Bankruptcy Act 1967 [ Act 360];

"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;

"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 of Limited Liability Partnerships as designated under subsection 5(1) and includes any Assistant Registrar appointed under subsection 5(2).

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 2. Interpretation

2.   Interpretation

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 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 Bankruptcy Act 1967 [Act 360];

"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;

"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 of Limited Liability Partnerships as designated under subsection 5(1) and includes any Assistant Registrar appointed under subsection 5(2).

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/3.Separate legal personality and capacity

Part II FUNDAMENTALS OF A LIMITED LIABILITY PARTNERSHIP

3. Separate legal personality and capacity

(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--

(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. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 3. Separate legal personality and capacity

3.   Separate legal personality and capacity 

(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-

(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.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/4.Non-applicability of partnership law

4. Non-applicability of partnership law

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 4. Non-applicability of partnership law

4.   Non-applicability of partnership law

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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/5.Appointment of the Registrar of Limited Liability Partnerships, etc.

Part III FORMATION AND REGISTRATION

5. Appointment of the Registrar of Limited Liability Partnerships, etc.

(1) The Chief Executive Officer of the Commission shall be the Registrar of Limited Liability Partnerships.

(2) The Commission may appoint, on such terms and conditions as it may determine, from amongst the persons in the employment of the Commission such number of Assistant Registrars or other employees for the proper administration of this Act, and may revoke the appointment of any person so appointed.

(3) Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything appointed or authorized or required by this Act to be done or signed by the Registrar may be done or signed by an Assistant Registrar and shall be as valid and effectual as if done or signed by the Registrar.

(4) No person dealing with an Assistant Registrar shall be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of an Assistant Registrar so far as it affects any such person shall be as valid and effectual as if done or omitted by the Registrar.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 5. Appointment of the Registrar of Limited Liability Partnerships, etc.

5.   Appointment of the Registrar of Limited Liability Partnerships, etc. 

(1) The Chief Executive Officer of the Commission shall be the Registrar of Limited Liability Partnerships. 

(2) The Commission may appoint, on such terms and conditions as it may determine, from amongst the persons in the employment of the Commission such number of Assistant Registrars or other employees for the proper administration of this Act, and may revoke the appointment of any person so appointed. 

(3) Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything appointed or authorized or required by this Act to be done or signed by the Registrar may be done or signed by an Assistant Registrar and shall be as valid and effectual as if done or signed by the Registrar. 

(4) No person dealing with an Assistant Registrar shall be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of an Assistant Registrar so far as it affects any such person shall be as valid and effectual as if done or omitted by the Registrar.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/6.Formation of limited liability partnerships

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 6. Formation of limited liability partnerships

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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/7.Carrying on business with less than minimum partners

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 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 7. Carrying on business with less than minimum partners. 

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 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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/8.Partnership for professional practice

8. Partnership for professional practice

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 8. Partnership for professional practice

8.   Partnership for professional practice

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. 

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/9.Limited liability partnership agreement

9. Limited liability partnership agreement

(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 

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 9. Limited liability partnership agreement

9.   Limited liability partnership agreement 

(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  

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/10.Application for registration

10. Application for registration

(1) A person may apply for registration of a limited liability partnership to the Registrar and the application shall be accompanied by the prescribed fee and such documents as may be specified by the Registrar.

(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.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 10. Application for registration

10.   Application for registration 

(1) A person may apply for registration of a limited liability partnership to the Registrar and the application shall be accompanied by the prescribed fee and such documents as may be specified by the Registrar. 

(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. 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/11.Registration of limited liability partnerships

11. Registration of limited liability partnerships

(1) Upon being satisfied that the application under section 10 has complied with the requirements of registration under this Act, the Registrar shall--

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 11. Registration of limited liability partnerships

11.   Registration of limited liability partnerships 

(1) Upon being satisfied that the application under section 10 has complied with the requirements of registration under this Act, the Registrar shall-

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/12.Power to refuse registration

12. Power to refuse registration

(1) Notwithstanding any provision of this Act, the Registrar shall refuse to register a limited liability partnership under this Act where he is satisfied that--

(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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 12. Power to refuse registration

12.   Power to refuse registration 

(1) Notwithstanding any provision of this Act, the Registrar shall refuse to register a limited liability partnership under this Act where he is satisfied that-

(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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/13.Name of limited liability partnership

13. Name of limited liability partnership

(1) The name of a limited liability partnership shall end with the words "Perkongsian Liabiliti Terhad" or the abbreviation "PLT".

(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 not to accept for registration. 

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 13. Name of limited liability partnership

13.   Name of limited liability partnership 

(1) The name of a limited liability partnership shall end with the words "Perkongsian Liabiliti Terhad" or the abbreviation "PLT". 

(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 not to accept for registration.  

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/14.Reservation of names

14. Reservation of names

(1) A person may apply to the Registrar for the reservation of a name as--

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 14. Reservation of names

14.   Reservation of names 

(1) A person may apply to the Registrar for the reservation of a name as-

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/15.Change of name of limited liability partnership

15. Change of name of limited liability partnership

(1) A limited liability partnership may change its name to a name that is acceptable by the Registrar in accordance with section 13.

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 15. Change of name of limited liability partnership

15.   Change of name of limited liability partnership 

(1) A limited liability partnership may change its name to a name that is acceptable by the Registrar in accordance with section 13. 

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/16.Power of Registrar to require change of names

16. Power of Registrar to require change of names

(1) The Registrar may direct a limited liability partnership to change its name, if in his opinion, the name by which the limited liability partnership is registered is a name which is prohibited from registration under subsection 13(2).

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 16. Power of Registrar to require change of names

16.   Power of Registrar to require change of names 

(1) The Registrar may direct a limited liability partnership to change its name, if in his opinion, the name by which the limited liability partnership is registered is a name which is prohibited from registration under subsection 13(2). 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/17.Registration of changes in particulars

17. Registration of changes in particulars

(1) If any change is made or occurs in the registered particulars of a limited liability partnership, the limited liability partnership shall notify the Registrar of such change within fourteen days or such further period as the Registrar may on application allow.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 17. Registration of changes in particulars

17.   Registration of changes in particulars 

(1) If any change is made or occurs in the registered particulars of a limited liability partnership, the limited liability partnership shall notify the Registrar of such change within fourteen days or such further period as the Registrar may on application allow. 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/18.Registered office

18. Registered office

(1) A limited liability partnership shall at all time have a registered office in Malaysia to which all communications and notices may be addressed.

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 18. Registered office

18.   Registered office 

(1) A limited liability partnership shall at all time have a registered office in Malaysia to which all communications and notices may be addressed. 

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/19.Registers and documents to be kept at registered office

19. Registers and documents to be kept at registered office

(1) A limited liability partnership shall keep at its registered office--

(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 for each day during which the offence continues after conviction.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 19. Registers and documents to be kept at registered office

19.   Registers and documents to be kept at registered office 

(1) A limited liability partnership shall keep at its registered office-

(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 for each day during which the offence continues after conviction.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/20.Publication of names

20. Publication of names

(1) Every limited liability partnership shall display its name and registration number outside its registered office and place of business.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 20. Publication of names

20.   Publication of names 

(1) Every limited liability partnership shall display its name and registration number outside its registered office and place of business. 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/21.Limited liability of partners

Part IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP

21. Limited liability of partners

(1) Any obligation of a limited liability partnership whether arising in contract, tort or otherwise, is solely the obligation of the limited liability partnership.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 21. Limited liability of partners

 

21.   Limited liability of partners 

(1) Any obligation of a limited liability partnership whether arising in contract, tort or otherwise, is solely the obligation of the limited liability partnership. 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/22.Liability of partners when limited liability partnership is insolvent

22. Liability of partners when limited liability partnership is insolvent

(1) Notwithstanding anything under this Act, a partner or former partner of a limited liability partnership who receives a distribution from the limited liability partnership--

(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 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. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 22. Liability of partners when limited liability partnership is insolvent

22.   Liability of partners when limited liability partnership is insolvent 

(1) Notwithstanding anything under this Act, a partner or former partner of a limited liability partnership who receives a distribution from the limited liability partnership-

(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 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.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/23.Power of partner to bind the limited liability partnership

23. Power of partner to bind the limited liability partnership

(1) Every partner of a limited liability partnership is the agent of the limited liability partnership.

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 23. Power of partner to bind the limited liability partnership

23.   Power of partner to bind the limited liability partnership 

(1) Every partner of a limited liability partnership is the agent of the limited liability partnership. 

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/24.Cessation of partnership interest

24. Cessation of partnership interest

(1) A partner of a limited liability partnership may cease to be a partner--

(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, 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 24. Cessation of partnership interest

24.   Cessation of partnership interest 

(1) A partner of a limited liability partnership may cease to be a partner-

(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, 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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/25.Bankruptcy of partner

25. Bankruptcy of partner

(1) If a partner of a limited liability partnership is adjudicated a bankrupt--

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 25. Bankruptcy of partner

25.   Bankruptcy of partner 

(1) If a partner of a limited liability partnership is adjudicated a bankrupt-

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/26.Assignment of interests

26. Assignment of interests

(1) Unless otherwise provided in the limited liability partnership agreement, a partner may assign the whole or any part of that partner's interest in the distribution from the limited liability partnership but only to the extent that the partner would have been entitled to receive.

(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. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 26. Assignment of interests

26.   Assignment of interests 

(1) Unless otherwise provided in the limited liability partnership agreement, a partner may assign the whole or any part of that partner's interest in the distribution from the limited liability partnership but only to the extent that the partner would have been entitled to receive. 

(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.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/27.Compliance officer

27. Compliance officer

(1) A limited liability partnership shall appoint at least one compliance officer from amongst its partners or persons qualified to act as secretaries under the Companies Act 1965 who--

(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 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. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 27. Compliance officer

27.   Compliance officer 

(1) A limited liability partnership shall appoint at least one compliance officer from amongst its partners or persons qualified to act as secretaries under the Companies Act 1965 who-

(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 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.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/28.Disqualification to act as a compliance officer

28. Disqualification to act as a compliance officer

(1) A person shall not act as a compliance officer if--

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 28. Disqualification to act as a compliance officer

28.   Disqualification to act as a compliance officer 

(1) A person shall not act as a compliance officer if-

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/29.Conversion from conventional partnership to limited liability partnership

Part V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS

29. Conversion from conventional partnership to limited liability partnership

(1) A conventional partnership may convert to a limited liability partnership if and only if the partners of the limited liability partnership to which the conventional partnership is to be converted, comprises all the partners of the conventional partnership and no one else.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 29. Conversion from conventional partnership to limited liability partnership

29.   Conversion from conventional partnership to limited liability partnership 

(1) A conventional partnership may convert to a limited liability partnership if and only if the partners of the limited liability partnership to which the conventional partnership is to be converted, comprises all the partners of the conventional partnership and no one else. 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/30.Conversion from private company to limited liability partnership

30. Conversion from private company to limited liability partnership

(1) A private company may convert to a limited liability partnership if and only if--

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 30. Conversion from private company to limited liability partnership

30.   Conversion from private company to limited liability partnership 

(1) A private company may convert to a limited liability partnership if and only if-

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/31.Statements to be lodged

31. Statements to be lodged

(1) A conventional partnership may apply to convert to a limited liability partnership by lodging with the Registrar--

(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; 

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 31. Statements to be lodged

31.   Statements to be lodged 

(1) A conventional partnership may apply to convert to a limited liability partnership by lodging with the Registrar-

(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; 

(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 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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/32.Registration of conversion

32. Registration of conversion

(1) On receiving the statement from the conventional partnership or private company under section 31, the Registrar may, subject to the provisions of this Act, register the limited liability partnership and issue a notice of registration in such form as the Registrar may determine stating that the limited liability partnership is, on and from the date specified in the notice, registered under this Act.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 32. Registration of conversion

32.   Registration of conversion 

(1) On receiving the statement from the conventional partnership or private company under section 31, the Registrar may, subject to the provisions of this Act, register the limited liability partnership and issue a notice of registration in such form as the Registrar may determine stating that the limited liability partnership is, on and from the date specified in the notice, registered under this Act. 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/33.Effect of registration

33. Effect of registration

(1) On and from the date of registration--

(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 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).

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 33. Effect of registration

33.   Effect of registration 

(1) On and from the date of registration-

(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 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).

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/34.Pending proceedings

34. Pending proceedings

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 34. Pending proceedings

34.   Pending proceedings

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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/35.Continuance of conviction, ruling, order or judgment

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 35. Continuance of conviction, ruling, order or judgment

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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/36.Existing agreements

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. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 36. Existing agreements

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.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/37.Existing contracts, etc.

37. Existing contracts, etc.

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 37. Existing contracts, etc.

37.   Existing contracts, etc.

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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/38.Continuance of employment

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 38. Continuance of employment

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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/39.Existing appointment, authority or power

39. Existing appointment, authority or power

(1) Every appointment of the conventional partnership or private company in any role or capacity which is in force immediately before the date of registration shall take effect and operate from that date as if the limited liability partnership were appointed.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 39. Existing appointment, authority or power

39.   Existing appointment, authority or power 

(1) Every appointment of the conventional partnership or private company in any role or capacity which is in force immediately before the date of registration shall take effect and operate from that date as if the limited liability partnership were appointed. 

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/40.Non-application of sections 33 to 39

40. Non-application of sections 33 to 39

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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 40. Non-application of sections 33 to 39

41. Liabilities and obligations of partners before conversion

(1) Notwithstanding sections 33 to 39, every partner of a conventional partnership that has converted to a limited liability partnership shall continue to be personally liable, jointly and severally with the limited liability partnership, for the liabilities and obligations of the conventional partnership which were incurred prior to the conversion or which arose from any contract entered into prior to the 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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 41. Liabilities and obligations of partners before conversion

42. Notice of conversion in invoices and correspondence

(1) The limited liability partnership shall ensure that for a period of twelve months commencing fourteen days after the date of registration, every invoice or official correspondence of the limited liability partnership bears the following:

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 42. Notice of conversion in invoices and correspondence

42.   Notice of conversion in invoices and correspondence 

(1) The limited liability partnership shall ensure that for a period of twelve months commencing fourteen days after the date of registration, every invoice or official correspondence of the limited liability partnership bears the following:

(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.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/43.Existing statutory books, registers, records, etc.

43. Existing statutory books, registers, records, etc.

(1) All statutory books, registers and other records that are required to be maintained or kept by a private company under the Companies Act 1965 shall be transferred to the limited liability partnership and kept at its registered office for a period of seven years from the date of registration.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 43. Existing statutory books, registers, records, etc.

Part VI FOREIGN LIMITED LIABILITY PARTNERSHIPS

44. Foreign limited liability partnerships

(1) A foreign limited liability partnership shall not carry on business in Malaysia unless it is registered as a foreign limited liability partnership under this Act.

(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.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 44. Foreign limited liability partnerships

45. Registration of foreign limited liability partnerships

(1) For the purpose of registration of a foreign limited liability partnership, in addition to the requirements under section 10, the foreign limited liability partnership shall lodge with the Registrar--

(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 is or becomes a party to any action or suit or any administrative 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 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 of similar transactions 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 further period as the Director General of Customs and Excise may in his discretion allow. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / THIRD SCHEDULE

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 becomes a party to any action or suit or any administrative 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 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 of similar transactions 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 further period as the Director General of Customs and Excise may in his discretion allow.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743/LIST OF BILLS