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Limited Liability Partnerships Act 2012- Part 2

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 45. Registration of 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

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

 Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/46.Requirements of foreign limited liability partnerships

 

46. Requirements of foreign limited liability partnerships

(1) Notwithstanding anything under this Act, a foreign limited liability partnership shall appoint at all times 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) A foreign limited liability partnership shall ensure that the particulars of every person who acts as compliance officer of the foreign limited liability partnership and his consent to act as such are lodged with the Registrar.

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

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

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

(6) A foreign limited liability partnership and every partner of the foreign limited liability partnership who fail to comply with subsection (1) commit an offence under this Act.

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

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

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

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

(9) A foreign limited liability partnership shall lodge with the Registrar a declaration as specified in subsection 68(1) annually within thirty days of the anniversary of its registration under the Act or any other period as the Registrar may upon application allow.

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 46. Requirements of foreign limited liability partnerships

46.   Requirements of foreign limited liability partnerships 

(1) Notwithstanding anything under this Act, a foreign limited liability partnership shall appoint at all times 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) A foreign limited liability partnership shall ensure that the particulars of every person who acts as compliance officer of the foreign limited liability partnership and his consent to act as such are lodged with the Registrar. 

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

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

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

(6) A foreign limited liability partnership and every partner of the foreign limited liability partnership who fail to comply with subsection (1) commit an offence under this Act. 

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

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

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

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

 (9) A foreign limited liability partnership shall lodge with the Registrar a declaration as specified in subsection 68(1) annually within thirty days of the anniversary of its registration under the Act or any other period as the Registrar may upon application allow. 

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/47.Cessation of business in Malaysia

47. Cessation of business in Malaysia

(1) If a foreign limited liability partnership ceases to have a place of business or to carry on business in Malaysia, it shall lodge with the Registrar a notice of that fact within seven days after the date of cessation.

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

(3) On and from that date of the lodgement of the notice under subsection (1), the obligation of the foreign limited liability partnership to lodge any document with the Registrar shall cease except those documents that ought to have been lodged before such date.

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 47. Cessation of business in Malaysia

47.   Cessation of business in Malaysia 

(1) If a foreign limited liability partnership ceases to have a place of business or to carry on business in Malaysia, it shall lodge with the Registrar a notice of that fact within seven days after the date of cessation. 

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

(3) On and from that date of the lodgement of the notice under subsection (1), the obligation of the foreign limited liability partnership to lodge any document with the Registrar shall cease except those documents that ought to have been lodged before such date.

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/48.Liquidation or dissolution of foreign limited liability partnerships in place of incorporation, establishment or origin

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

(1) If a foreign limited liability partnership goes into liquidation or is dissolved in its place of incorporation, establishment or origin, the foreign limited liability partnership shall, within one month after the commencement of the liquidation or the dissolution or within such further period as the Registrar in special circumstances allows, lodged or cause to be lodged with the Registrar--

(a) a notice of such liquidation or dissolution;

(b) where a foreign liquidator is appointed to the foreign limited liability partnership in its place of incorporation, establishment or origin, a notice of such appointment; and

(c) where an approved liquidator is appointed to the foreign limited liability partnership, a notice of such appointment.

(2) Upon receipt of the notice under paragraph (1)(a)--

(a) where an approved liquidator has been appointed, the Registrar shall forthwith endorse the appointment; or

(b) where an approved liquidator has not been appointed, the Registrar shall forthwith appoint an approved liquidator and until such time that an approved liquidator is appointed to the foreign limited liability partnership, the foreign liquidator referred to in subsection (1) shall have the powers and functions of an approved liquidator.

(3) If the foreign limited liability partnership fails to lodge the notice under paragraph (1)(a), the Registrar may, at any time thereafter, appoint an approved liquidator to the foreign limited liability partnership.

(4) Upon the endorsement of appointment or appointment of an approved liquidator under subsection (2), or appointment of an approved liquidator under subsection (3), the Court shall be deemed to have ordered that the foreign limited liability partnership be wound-up.

(5) The approved liquidator shall get in all properties of the foreign limited liability partnership situate or recoverable in Malaysia and shall, in doing so, have all the powers of an approved liquidator of a company under the Companies Act 1965.

(6) The approved liquidator shall advertise in one widely circulated newspaper in the national language and one widely circulated newspaper in the English language inviting all creditors to make their claims to the foreign limited liability partnership within a period of not less than thirty days from the date of the advertisement.

(7) Before paying or transferring to a foreign liquidator referred to under subsection (1) any properties got in within Malaysia, the approved liquidator shall make payments in the following order:

(a) firstly, the remuneration of the approved liquidator;

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

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

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

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

(f) sixthly, the amount due of all federal taxes assessed under any written law, and such penalties, costs, fees, charges, taxes and debts shall be a charge upon the properties of the foreign limited liability partnership in priority to all other charges and claims whatsoever.

(8) The foreign limited liability partnership shall be deemed to continue to exist in Malaysia until the winding-up of its affairs in Malaysia is completed.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 48. Liquidation or dissolution of foreign limited liability partnerships in place of incorporation, establishment or origin

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

(1) If a foreign limited liability partnership goes into liquidation or is dissolved in its place of incorporation, establishment or origin, the foreign limited liability partnership shall, within one month after the commencement of the liquidation or the dissolution or within such further period as the Registrar in special circumstances allows, lodged or cause to be lodged with the Registrar-

(a)  a notice of such liquidation or dissolution;

(b)  where a foreign liquidator is appointed to the foreign limited liability partnership in its place of incorporation, establishment or origin, a notice of such appointment; and

(c)  where an approved liquidator is appointed to the foreign limited liability partnership, a notice of such appointment.

(2) Upon receipt of the notice under paragraph (1)(a)-

(a)  where an approved liquidator has been appointed, the Registrar shall forthwith endorse the appointment; or

(b)  where an approved liquidator has not been appointed, the Registrar shall forthwith appoint an approved liquidator and until such time that an approved liquidator is appointed to the foreign limited liability partnership, the foreign liquidator referred to in subsection (1) shall have the powers and functions of an approved liquidator.

(3) If the foreign limited liability partnership fails to lodge the notice under paragraph (1)(a), the Registrar may, at any time thereafter, appoint an approved liquidator to the foreign limited liability partnership. 

(4) Upon the endorsement of appointment or appointment of an approved liquidator under subsection (2), or appointment of an approved liquidator under subsection (3), the Court shall be deemed to have ordered that the foreign limited liability partnership be wound-up. 

(5) The approved liquidator shall get in all properties of the foreign limited liability partnership situate or recoverable in Malaysia and shall, in doing so, have all the powers of an approved liquidator of a company under the Companies Act 1965. 

(6) The approved liquidator shall advertise in one widely circulated newspaper in the national language and one widely circulated newspaper in the English language inviting all creditors to make their claims to the foreign limited liability partnership within a period of not less than thirty days from the date of the advertisement. 

(7) Before paying or transferring to a foreign liquidator referred to under subsection (1) any properties got in within Malaysia, the approved liquidator shall make payments in the following order:

(a)  firstly, the remuneration of the approved liquidator;

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

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

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

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

(f)  sixthly, the amount due of all federal taxes assessed under any written law,   and such penalties, costs, fees, charges, taxes and debts shall be a charge upon the properties of the foreign limited liability partnership in priority to all other charges and claims whatsoever.

(8) The foreign limited liability partnership shall be deemed to continue to exist in Malaysia until the winding-up of its affairs in Malaysia is completed.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/49.Receivership and winding-up by the Court

Part VII WINDING-UP, DISSOLUTION AND STRIKING-OFF

49. Receivership and winding-up by the Court

(1) Subject to sections 47 and 48--

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

(b) in the case of winding-up of a limited liability partnership by the Court, the provisions of Divisions 2 and 4 of Part X (in so far as they relate to a company limited by shares) of the Companies Act 1965 and the Companies (Winding-up) Rules 1972 [ P.U. (A) 289/1972] shall apply. 

(2) The application of Part VIII and Divisions 2 and 4 of Part X (in so far as they relate to a company limited by shares) of the Companies Act 1965, and the Companies (Winding-up) Rules 1972 under subsection (1) shall be subject to such modifications and adaptations as may be necessary, and in particular the following modifications:

(a) references to a "company" shall be taken as references to a limited liability partnership;

(b) references to a "director" or to a "member" of a company shall be taken as references to a partner of a limited liability partnership;

(c) references to the "memorandum" and "articles of a company" shall be taken as references to the partnership agreement of a limited liability partnership;

(d) references to a "resolution" of a company shall be taken as references to a determination or decision of a limited liability partnership; and

(e) references to "shares" of any member of a company shall be taken as references to the interest of any partner of a limited liability partnership.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 49. Receivership and winding-up by the Court

49.   Receivership and winding-up by the Court 

(1) Subject to sections 47 and 48-

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

(b)  in the case of winding-up of a limited liability partnership by the Court, the provisions of Divisions 2 and 4 of Part X (in so far as they relate to a company limited by shares) of the Companies Act 1965 and the Companies (Winding-up) Rules 1972 [P.U. (A) 289/1972] shall apply.  

 (2) The application of Part VIII and Divisions 2 and 4 of Part X (in so far as they relate to a company limited by shares) of the Companies Act 1965, and the Companies (Winding-up) Rules 1972 under subsection (1) shall be subject to such modifications and adaptations as may be necessary, and in particular the following modifications:

(a)  references to a "company" shall be taken as references to a limited liability partnership;

(b)  references to a "director" or to a "member" of a company shall be taken as references to a partner of a limited liability partnership;

(c)  references to the "memorandum" and "articles of a company" shall be taken as references to the partnership agreement of a limited liability partnership;

(d)  references to a "resolution" of a company shall be taken as references to a determination or decision of a limited liability partnership; and

(e)  references to "shares" of any member of a company shall be taken as references to the interest of any partner of a limited liability partnership.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/50.Voluntary winding-up

50. Voluntary winding-up

(1) This section shall apply to a voluntary winding-up of a limited liability partnership.

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

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

(a) a statutory declaration made by one of the partners of the limited liability partnership stating--

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

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

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

(c) a written notice from the Inland Revenue Board stating that it has no objection to the Registrar making a declaration of dissolution of the limited liability partnership.

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

(a) has been published in at least one widely circulated Malaysian newspaper in the national language and one widely circulated Malaysian newspaper in the English language; and

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

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

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

(7) The Registrar may, by notice in writing, declare that the limited liability partnership is dissolved if--

(a) no objection is received under subsection (5);

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

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

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

(9) The limited liability partnership shall notify the Registrar that its surplus assets have been distributed in accordance with subsection (8) within fourteen days after the distribution is completed.

(10) The declaration of dissolution under subsection (7) shall only take effect upon receipt of the notification referred to under subsection (9) by the Registrar.

(11) Notwithstanding the declaration of dissolution under subsection (7) and the distribution of assets under subsection (8), the liability of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 50. Voluntary winding-up

50.   Voluntary winding-up 

(1)This section shall apply to a voluntary winding-up of a limited liability partnership. 

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

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

(a)  a statutory declaration made by one of the partners of the limited liability partnership stating-

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

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

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

(c)  a written notice from the Inland Revenue Board stating that it has no objection to the Registrar making a declaration of dissolution of the limited liability partnership.

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

(a)  has been published in at least one widely circulated Malaysian newspaper in the national language and one widely circulated Malaysian newspaper in the English language; and

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

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

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

(7) The Registrar may, by notice in writing, declare that the limited liability partnership is dissolved if-

(a)  no objection is received under subsection (5);

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

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

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

(9) The limited liability partnership shall notify the Registrar that its surplus assets have been distributed in accordance with subsection (8) within fourteen days after the distribution is completed. 

(10) The declaration of dissolution under subsection (7) shall only take effect upon receipt of the notification referred to under subsection (9) by the Registrar. 

(11) Notwithstanding the declaration of dissolution under subsection (7) and the distribution of assets under subsection (8), the liability of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/51.Power of Registrar to strike-off limited liability partnerships from the register

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

(1) Notwithstanding any provision of this Act, if the Registrar has reason to believe that--

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

(b) a limited liability partnership has contravened this Act;

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

(d) there is no liquidator acting in cases of winding-up by the Court as specified under paragraph 49(1)(b); or

(e) the affairs of a limited liability partnership are fully wound-up under section 49 or 50 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the limited liability partnership,

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

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

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

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

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

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

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

(b) the limited liability partnership is deemed to have been dissolved. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 51. Power of Registrar to strike-off limited liability partnerships from the register

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

(1) Notwithstanding any provision of this Act, if the Registrar has reason to believe that-

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

(b)  a limited liability partnership has contravened this Act;

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

(d)  there is no liquidator acting in cases of winding-up by the Court as specified under paragraph 49(1)(b); or

(e)  the affairs of a limited liability partnership are fully wound-up under section 49 or 50 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the limited liability partnership,

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

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

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

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

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

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

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

(b)  the limited liability partnership is deemed to have been dissolved.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/52.Revocation of dissolution

52. Revocation of dissolution

(1) Where a limited liability partnership has been dissolved under section 49, 50 or 51, any partner, creditor or aggrieved person at any time within two years from the date of the dissolution may apply to the Court for revocation of the dissolution on the grounds that--

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 52. Revocation of dissolution

52.   Revocation of dissolution 

(1) Where a limited liability partnership has been dissolved under section 49, 50 or 51, any partner, creditor or aggrieved person at any time within two years from the date of the dissolution may apply to the Court for revocation of the dissolution on the grounds that-

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/53.Power of Registrar to represent dissolved limited liability partnerships in certain circumstances

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

(1) The Registrar may represent a limited liability partnership which has been dissolved under section 49, 50 or 51 or its approved liquidator to do or cause to be done any administrative action to carry out, complete or give effect to any dealing, transaction or matter which the limited liability partnership if still existing would be legally or equitably bound to carry out, complete or give effect thereto.

(2) When the Registrar executes or signs any relevant instrument or document in carrying out the administrative action under subsection (1), he shall state that he has done so in pursuance of this section and the execution or signature shall have the same force, validity and effect as if the limited liability partnership if existing had duly executed such instrument or document.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 53. Power of Registrar to represent dissolved limited liability partnerships in certain circumstances

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

(1) The Registrar may represent a limited liability partnership which has been dissolved under section 49, 50 or 51 or its approved liquidator to do or cause to be done any administrative action to carry out, complete or give effect to any dealing, transaction or matter which the limited liability partnership if still existing would be legally or equitably bound to carry out, complete or give effect thereto. 

(2) When the Registrar executes or signs any relevant instrument or document in carrying out the administrative action under subsection (1), he shall state that he has done so in pursuance of this section and the execution or signature shall have the same force, validity and effect as if the limited liability partnership if existing had duly executed such instrument or document.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/54.Outstanding assets of dissolved limited liability partnerships to vest in Registrar

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

(1) Notwithstanding any written law to the contrary, where a limited liability partnership has been dissolved under section 49, 50 or 51 and there remains any outstanding property which was vested in the limited liability partnership or to which it was entitled or over which it had a disposing power at the time it was so dissolved but which was not got in, realized upon or otherwise disposed of or dealt with by the limited liability partnership or its approved liquidator, the property shall be vested in the Registrar for all the estate and interest therein, legal or equitable, at the date the limited liability partnership was dissolved together with all claims, rights and remedies thereof.

(2) Where any claim, right or remedy of the approved liquidator may under this Act be made, exercised or availed of only with the approval or concurrence of the Court or some other person, the Registrar may, for the purposes of this section, make, exercise or avail himself of that claim, right or remedy without such approval or concurrence.

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 54. Outstanding assets of dissolved limited liability partnerships to vest in Registrar

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

(1) Notwithstanding any written law to the contrary, where a limited liability partnership has been dissolved under section 49, 50 or 51 and there remains any outstanding property which was vested in the limited liability partnership or to which it was entitled or over which it had a disposing power at the time it was so dissolved but which was not got in, realized upon or otherwise disposed of or dealt with by the limited liability partnership or its approved liquidator, the property shall be vested in the Registrar for all the estate and interest therein, legal or equitable, at the date the limited liability partnership was dissolved together with all claims, rights and remedies thereof. 

(2) Where any claim, right or remedy of the approved liquidator may under this Act be made, exercised or availed of only with the approval or concurrence of the Court or some other person, the Registrar may, for the purposes of this section, make, exercise or avail himself of that claim, right or remedy without such approval or concurrence. 

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/55.Provision of information

Part VIII ENFORCEMENT

55. Provision of information

(1) Notwithstanding any other written law, if the Registrar has reasonable grounds to believe that any person--

(a) has any information or document that is relevant to the performance of the Registrar's functions and powers under this Act or its subsidiary legislation; or

(b) is capable of giving any evidence which the Registrar has reasonable grounds to believe is relevant to the performance of the Registrar's functions and powers under this Act or its subsidiary legislation, the Registrar may, by written notice, order that person--

(A) to give any such information to the Registrar in the manner and form and within the period as specified in the notice or such extended period as the Registrar may grant;

(B) to produce any such documents, whether in physical form or in electronic media, to the Registrar in the manner and within the period as specified in the notice or such extended period as the Registrar may grant;

(C) to make copies of any such documents and to produce those copies to the Registrar in the manner and within the period as specified in the notice or such extended period as the Registrar may grant;

(D) if the person is an individual, to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any documents, whether in physical form or in electronic media, in the manner and within the period as specified in the notice or such extended period as the Registrar may grant;

(E) if the person is a body corporate or a public body, to cause a competent officer of the body to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any documents, whether in physical form or in electronic media, in the manner and within the period as specified in the notice or such extended period as the Registrar may grant; or

(F) if the person is a partnership, to cause an individual who is a partner in the partnership or an employee of the partnership to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any documents, whether in physical form or in electronic media, in the manner and within the period as specified in the notice or such extended period as the Registrar may grant.

(2) Any person required to provide information or documents under subsection (1) shall ensure that the information or documents provided are true, accurate and complete and such person should provide a representation to that effect, including a representation that he is not aware of any other information or document which would make the information or document provided untrue or misleading.

(3) A person who fails to comply with an order of the Registrar in accordance with this section commits an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding six months or to both.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 55. Provision of information

55.   Provision of information 

(1) Notwithstanding any other written law, if the Registrar has reasonable grounds to believe that any person-

(a)  has any information or document that is relevant to the performance of the Registrar's functions and powers under this Act or its subsidiary legislation; or

(b)  is capable of giving any evidence which the Registrar has reasonable grounds to believe is relevant to the performance of the Registrar's functions and powers under this Act or its subsidiary legislation,the Registrar may, by written notice, order that person-

(A) to give any such information to the Registrar in the manner and form and within the period as specified in the notice or such extended period as the Registrar may grant;

(B) to produce any such documents, whether in physical form or in electronic media, to the Registrar in the manner and within the period as specified in the notice or such extended period as the Registrar may grant;

(C) to make copies of any such documents and to produce those copies to the Registrar in the manner and within the period as specified in the notice or such extended period as the Registrar may grant;

(D) if the person is an individual, to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any documents, whether in physical form or in electronic media, in the manner and within the period as specified in the notice or such extended period as the Registrar may grant;

(E) if the person is a body corporate or a public body, to cause a competent officer of the body to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any documents, whether in physical form or in electronic media, in the manner and within the period as specified in the notice or such extended period as the Registrar may grant; or

(F) if the person is a partnership, to cause an individual who is a partner in the partnership or an employee of the partnership to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any documents, whether in physical form or in electronic media, in the manner and within the period as specified in the notice or such extended period as the Registrar may grant.

(2) Any person required to provide information or documents under subsection (1) shall ensure that the information or documents provided are true, accurate and complete and such person should provide a representation to that effect, including a representation that he is not aware of any other information or document which would make the information or document provided untrue or misleading.

(3) A person who fails to comply with an order of the Registrar in accordance with this section commits an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding six months or to both.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/56.Power to conduct inspection

56. Power to conduct inspection

(1) For the purpose of ascertaining whether a limited liability partnership, its partners or compliance officer is complying with this Act, the Registrar shall have access to any place or building and may inspect and make copies of or take extracts from any book, minute book, register or other document required by the Registrar or under this Act to be kept by the limited liability partnership.

(2) For the purposes of this section, the Registrar may by notice in writing require any partner or compliance officer of a limited liability partnership or any person to produce to him such books, minute books, registers or other documents as are in the custody or under the control of that partner, compliance officer or person.

(3) A limited liability partnership or any person who--

(a) fails to produce any book, minute book, register or other document as required by the Registrar under this section; or

(b) obstructs, intimidates, distracts, harasses or hinders the Registrar while exercising any of the powers under this section, commits an offence. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 56. Power to conduct inspection

56.   Power to conduct inspection 

(1) For the purpose of ascertaining whether a limited liability partnership, its partners or compliance officer is complying with this Act, the Registrar shall have access to any place or building and may inspect and make copies of or take extracts from any book, minute book, register or other document required by the Registrar or under this Act to be kept by the limited liability partnership. 

(2) For the purposes of this section, the Registrar may by notice in writing require any partner or compliance officer of a limited liability partnership or any person to produce to him such books, minute books, registers or other documents as are in the custody or under the control of that partner, compliance officer or person. 

(3) A limited liability partnership or any person who-

(a)  fails to produce any book, minute book, register or other document as required by the Registrar under this section; or

(b) obstructs, intimidates, distracts, harasses or hinders the Registrar while exercising any of the powers under this section, commits an offence.

 Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/57.Power of investigation
 

57. Power of investigation

(1) The Registrar may investigate the commission of any offence under this Act or its subsidiary legislation.

(2) In any case relating to the commission of an offence under this Act or its subsidiary legislation, the Registrar carrying out an investigation may exercise all or any of the powers in relation to police investigation, except the power to arrest without warrant, given by the Criminal Procedure Code [ Act 593].

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 57. Power of investigation

57.   Power of investigation 

(1) The Registrar may investigate the commission of any offence under this Act or its subsidiary legislation. 

(2) In any case relating to the commission of an offence under this Act or its subsidiary legislation, the Registrar carrying out an investigation may exercise all or any of the powers in relation to police investigation, except the power to arrest without warrant, given by the Criminal Procedure Code [Act 593].

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/58.Search and seizure with warrant

58. Search and seizure with warrant

(1) If it appears to a Magistrate, upon written information on oath from the Registrar and after such inquiry as he considers necessary, that there is reasonable cause to believe that an offence under this Act or its subsidiary legislation is being or has been committed on any premises, so that any evidence or thing which is necessary to the conduct of an investigation into an offence may be found in any premises, the Magistrate may issue a warrant authorizing the Registrar named in the warrant to enter the premises at any reasonable time by day or by night, with or without assistance and if need be by force and there to search for and seize any such evidence or thing, provided that nothing shall authorize any court other than the Court to grant a warrant to search for a postal article, telegram or other document in the custody of the postal or telegraph authorities.

(2) Without affecting the generality of subsection (1), the warrant issued by the Magistrate may authorize the search and seizure of--

(a) copies of any books, accounts or other documents, including computerized data, which contain or are reasonably suspected to contain information as to any offence so suspected to have been committed; or

(b) any other document, equipment, instrument or matter that is reasonably believed to furnish evidence of the commission of the offence.

(3) The Registrar conducting a search under subsection (1) may, for the purpose of investigating into the offence, search any person who is in or on the premises.

(4) The Registrar making a search of a person under subsection (3) or section 59 may seize, or take possession of, and place in safe custody all things other than the necessary clothing, found upon the person, and any other things, for which there is reason to believe were the instruments or other evidence of the crime, and they may be detained until the discharge or acquittal of the person.

(5) No person shall be searched except by another person of the same gender, and such search shall be conducted with strict regard to decency.

(6) If, by the reason of its nature, size or amount, it is not practicable to remove any book, account, document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or matter seized under this section, the Registrar shall by any means seal such book, account, document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or matter in the premises or container in which it is found.

(7) A person who, without lawful authority, breaks, tampers with or damages the seal referred to in subsection (6) or removes any book, account, document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or matter under seal or attempts to do so commits an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding six months or to both.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 58. Search and seizure with warrant

58.   Search and seizure with warrant 

(1) If it appears to a Magistrate, upon written information on oath from the Registrar and after such inquiry as he considers necessary, that there is reasonable cause to believe that an offence under this Act or its subsidiary legislation is being or has been committed on any premises, so that any evidence or thing which is necessary to the conduct of an investigation into an offence may be found in any premises, the Magistrate may issue a warrant authorizing the Registrar named in the warrant to enter the premises at any reasonable time by day or by night, with or without assistance and if need be by force and there to search for and seize any such evidence or thing, provided that nothing shall authorize any court other than the Court to grant a warrant to search for a postal article, telegram or other document in the custody of the postal or telegraph authorities. 

(2) Without affecting the generality of subsection (1), the warrant issued by the Magistrate may authorize the search and seizure of-

(a)  copies of any books, accounts or other documents, including computerized data, which contain or are reasonably suspected to contain information as to any offence so suspected to have been committed; or

(b)  any other document, equipment, instrument or matter that is reasonably believed to furnish evidence of the commission of the offence.

(3) The Registrar conducting a search under subsection (1) may, for the purpose of investigating into the offence, search any person who is in or on the premises. 

(4) The Registrar making a search of a person under subsection (3) or section 59 may seize, or take possession of, and place in safe custody all things other than the necessary clothing, found upon the person, and any other things, for which there is reason to believe were the instruments or other evidence of the crime, and they may be detained until the discharge or acquittal of the person. 

(5) No person shall be searched except by another person of the same gender, and such search shall be conducted with strict regard to decency. 

(6) If, by the reason of its nature, size or amount, it is not practicable to remove any book, account, document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or matter seized under this section, the Registrar shall by any means seal such book, account, document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or matter in the premises or container in which it is found. 

(7) A person who, without lawful authority, breaks, tampers with or damages the seal referred to in subsection (6) or removes any book, account, document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or matter under seal or attempts to do so commits an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding six months or to both.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/59.Search and seizure without warrant

59. Search and seizure without warrant

If the Registrar is satisfied upon information received that he has reasonable cause to believe that by reason of delay in obtaining a search warrant under section 58 the investigation would be adversely affected or evidence of the commission of an offence is likely to be tampered with, removed, damaged or destroyed, the Registrar may enter the premises and exercise in, upon and in respect of the premises all the powers referred to in section 58 in as full and ample a manner as if he were authorized to do so by a warrant issued under that section.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 59. Search and seizure without warrant

59.   Search and seizure without warrant

If the Registrar is satisfied upon information received that he has reasonable cause to believe that by reason of delay in obtaining a search warrant under section 58 the investigation would be adversely affected or evidence of the commission of an offence is likely to be tampered with, removed, damaged or destroyed, the Registrar may enter the premises and exercise in, upon and in respect of the premises all the powers referred to in section 58 in as full and ample a manner as if he were authorized to do so by a warrant issued under that section.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/60.Access to computerized data

60. Access to computerized data

(1) The Registrar conducting a search under section 58 or 59 shall be given access to computerized data whether stored in a computer or otherwise.

(2) For the purposes of this section, "access"--

(a) includes being provided with the necessary password, encryption code, decryption code, software or hardware and any other means required to enable comprehension of computerized data; and

(b) has the meaning assigned to it by subsections 2(2) and (5) of the Computer Crimes Act 1997 [Act 563]. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 60. Access to computerized data

60.   Access to computerized data 

(1) The Registrar conducting a search under section 58 or 59 shall be given access to computerized data whether stored in a computer or otherwise. 

(2) For the purposes of this section, "access"-

(a)  includes being provided with the necessary password, encryption code, decryption code, software or hardware and any other means required to enable comprehension of computerized data; and

(b)  has the meaning assigned to it by subsections 2(2) and (5) of the Computer Crimes Act 1997 [Act 563].  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/61.Warrant admissible notwithstanding defects

61. Warrant admissible notwithstanding defects

A search warrant issued under this Act shall be valid and enforceable notwithstanding any defect, mistake or omission therein or in the application for such warrant and any equipment, instrument, material, book, record, account, document or thing seized under such warrant shall be admissible in evidence in any proceedings under this Act or its subsidiary legislation.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 61. Warrant admissible notwithstanding defects

61.   Warrant admissible notwithstanding defects

A search warrant issued under this Act shall be valid and enforceable notwithstanding any defect, mistake or omission therein or in the application for such warrant and any equipment, instrument, material, book, record, account, document or thing seized under such warrant shall be admissible in evidence in any proceedings under this Act or its subsidiary legislation.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/62.List of things seized

62. List of things seized

(1) Except as provided in subsection (2), where any equipment, instrument, material, book, record, account, document or thing is seized under this Part, the Registrar shall as soon as practicable prepare a list of the things seized and of the places in which they are respectively found and deliver a copy of the list signed by him to the occupier of the premises which has been searched, or to his agent or employee, at the premises.

(2) Where the premises are unoccupied, Registrar shall whenever possible post a list of the things seized conspicuously on the premises.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 62. List of things seized

62.   List of things seized 

(1) Except as provided in subsection (2), where any equipment, instrument, material, book, record, account, document or thing is seized under this Part, the Registrar shall as soon as practicable prepare a list of the things seized and of the places in which they are respectively found and deliver a copy of the list signed by him to the occupier of the premises which has been searched, or to his agent or employee, at the premises. 

(2) Where the premises are unoccupied, Registrar shall whenever possible post a list of the things seized conspicuously on the premises.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/63.Release of things seized

63. Release of things seized

(1) If any equipment, instrument, material, book, record, account, document or thing has been seized under this Act, the Registrar who effected the seizure, may at any time after that release the equipment, instrument, material, book, record, account, document or thing to the person as he determines to be lawfully entitled to the equipment, instrument, material, book, record, account, document or thing if he is satisfied that the equipment, instrument, material, book, record, account, document or thing is not otherwise required for the purpose of any proceedings under this Act or its subsidiary legislation, or for the purpose of any prosecution under any other written law, and in such event neither the Registrar nor the Federal Government or any person acting on behalf of the Registrar or Government shall be liable to any proceedings by any person if the seizure and the release of the equipment, instrument, material, book, record, account, document or thing had been effected in good faith.

(2) A record in writing shall be made by the Registrar effecting the release of any equipment, instrument, material, book, record, account, document or thing under subsection (1) specifying in detail the circumstances of and the reason for the release and he shall send a copy of the record to the Public Prosecutor and to the Inspector-General of Police within seven days of the release.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 63. Release of things seized

63.   Release of things seized 

(1) If any equipment, instrument, material, book, record, account, document or thing has been seized under this Act, the Registrar who effected the seizure, may at any time after that release the equipment, instrument, material, book, record, account, document or thing to the person as he determines to be lawfully entitled to the equipment, instrument, material, book, record, account, document or thing if he is satisfied that the equipment, instrument, material, book, record, account, document or thing is not otherwise required for the purpose of any proceedings under this Act or its subsidiary legislation, or for the purpose of any prosecution under any other written law, and in such event neither the Registrar nor the Federal Government or any person acting on behalf of the Registrar or Government shall be liable to any proceedings by any person if the seizure and the release of the equipment, instrument, material, book, record, account, document or thing had been effected in good faith. 

(2) A record in writing shall be made by the Registrar effecting the release of any equipment, instrument, material, book, record, account, document or thing under subsection (1) specifying in detail the circumstances of and the reason for the release and he shall send a copy of the record to the Public Prosecutor and to the Inspector-General of Police within seven days of the release.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/64.Power to require attendance of person acquainted with case

64. Power to require attendance of person acquainted with case

(1) The Registrar making an investigation under this Act or its subsidiary legislation may by order in writing require the attendance before himself of any person who appears to the Registrar to be acquainted with the facts and circumstances of the case, and such person shall attend as so required.

(2) Any person who fails to comply with the order given under subsection (1) commits an offence under this Act.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 64. Power to require attendance of person acquainted with case

64.   Power to require attendance of person acquainted with case 

(1) The Registrar making an investigation under this Act or its subsidiary legislation may by order in writing require the attendance before himself of any person who appears to the Registrar to be acquainted with the facts and circumstances of the case, and such person shall attend as so required. 

(2) Any person who fails to comply with the order given under subsection (1) commits an offence under this Act.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/65.Examination of person acquainted with case

65. Examination of person acquainted with case

(1) The Registrar making an investigation under this Act or its subsidiary legislation may examine orally any person supposed to be acquainted with the facts and circumstances of the case.

(2) The person examined under subsection (1) shall be legally bound to answer all questions relating to such case put to him by the Registrar, but such person may refuse to answer any question the answer to which would have a tendency to expose him to a criminal charge or penalty or forfeiture.

(3) A person making a statement under this section shall be legally bound to state the truth, whether or not such statement is made wholly or partly in answer to the questions.

(4) The Registrar examining a person under subsection (1) shall first inform the person of the provisions of subsections (2) and (3).

(5) A statement made by any person under this section shall, wherever possible, be reduced into writing and signed by the person making it or affixed with his thumbprint, as the case may be--

(a) after it has been read to him in the language in which he made it; and

(b) after he has been given an opportunity to make any correction he may wish.

(6) If the person examined refuses to sign or affix his thumb print on the statement as required under subsection (5), the Registrar shall endorse thereon under his hand the fact of such refusal and the reason therefore, if any, stated by the person examined.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 65. Examination of person acquainted with case

65.   Examination of person acquainted with case 

(1) The Registrar making an investigation under this Act or its subsidiary legislation may examine orally any person supposed to be acquainted with the facts and circumstances of the case. 

(2) The person examined under subsection (1) shall be legally bound to answer all questions relating to such case put to him by the Registrar, but such person may refuse to answer any question the answer to which would have a tendency to expose him to a criminal charge or penalty or forfeiture. 

(3) A person making a statement under this section shall be legally bound to state the truth, whether or not such statement is made wholly or partly in answer to the questions. 

(4) The Registrar examining a person under subsection (1) shall first inform the person of the provisions of subsections (2) and (3). 

(5) A statement made by any person under this section shall, wherever possible, be reduced into writing and signed by the person making it or affixed with his thumbprint, as the case may be-

(a)  after it has been read to him in the language in which he made it; and

(b)  after he has been given an opportunity to make any correction he may wish.

 (6) If the person examined refuses to sign or affix his thumb print on the statement as required under subsection (5), the Registrar shall endorse thereon under his hand the fact of such refusal and the reason therefore, if any, stated by the person examined.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/66.Admissibility of statements in evidence

66. Admissibility of statements in evidence

(1) If any person is charged with an offence under this Act or its subsidiary legislation, any statement, whether the statement amounts to a confession or not or whether it is oral or in writing, made at any time, whether before or after the person is arrested and whether in the course of an investigation under this Act or not and whether or not wholly or partly in answer to questions, by that person to or in the hearing of the Registrar or other person, shall be admissible in evidence at his trial and, if the person charged tenders himself as witness, any such statement may be used in cross-examination and for the purpose of impeaching his credit.

(2) No statement under subsection (1) shall be admissible or used--

(a) if the making of the statement appears to the court to have been caused by an inducement, threat or promise having reference to the charge against such person proceeding from a person in authority and sufficient in the opinion of the court to give the person charged grounds which would appear to him reasonable for supposing that by making it he would gain any advantage or avoid any evil of a temporal nature in reference to the proceedings against him; or

(b) in the case of a statement made by the person after his arrest, unless the court is satisfied that he was cautioned in the following words or words to the like effect:

"It is my duty to warn you that you are not obliged to say anything or to answer any question, but anything you say, whether in answer to a question or not, may be given in evidence.".

(3) A statement made by a person before there is time to caution him shall not be rendered inadmissible in evidence merely by reason of his not having been cautioned if he is cautioned as soon as possible after that.

(4) Notwithstanding anything to the contrary contained in any written law, a person accused of an offence to which subsection (1) applies shall not be bound to answer any questions relating to the case after any caution as referred to in paragraph (2)(b) has been administered to him.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 66. Admissibility of statements in evidence

66.   Admissibility of statements in evidence 

(1) If any person is charged with an offence under this Act or its subsidiary legislation, any statement, whether the statement amounts to a confession or not or whether it is oral or in writing, made at any time, whether before or after the person is arrested and whether in the course of an investigation under this Act or not and whether or not wholly or partly in answer to questions, by that person to or in the hearing of the Registrar or other person, shall be admissible in evidence at his trial and, if the person charged tenders himself as witness, any such statement may be used in cross-examination and for the purpose of impeaching his credit. 

(2) No statement under subsection (1) shall be admissible or used-

(a)  if the making of the statement appears to the court to have been caused by an inducement, threat or promise having reference to the charge against such person proceeding from a person in authority and sufficient in the opinion of the court to give the person charged grounds which would appear to him reasonable for supposing that by making it he would gain any advantage or avoid any evil of a temporal nature in reference to the proceedings against him; or

(b)  in the case of a statement made by the person after his arrest, unless the court is satisfied that he was cautioned in the following words or words to the like effect:

"It is my duty to warn you that you are not obliged to say anything or to answer any question, but anything you say, whether in answer to a question or not, may be given in evidence.".

(3) A statement made by a person before there is time to caution him shall not be rendered inadmissible in evidence merely by reason of his not having been cautioned if he is cautioned as soon as possible after that. 

(4) Notwithstanding anything to the contrary contained in any written law, a person accused of an offence to which subsection (1) applies shall not be bound to answer any questions relating to the case after any caution as referred to in paragraph (2)(b) has been administered to him.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/67.No cost or damages arising from seizure to be recoverable

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

No person shall, in any proceedings before any court in respect of any equipment, instrument, material, book, record, account, document or thing seized in the exercise or the purported exercise of any power conferred under this Act, be entitled to the costs of such proceedings or to any damages or other relief unless such seizure was made without reasonable cause.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 67. No cost or damages arising from seizure to be recoverable

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

No person shall, in any proceedings before any court in respect of any equipment, instrument, material, book, record, account, document or thing seized in the exercise or the purported exercise of any power conferred under this Act, be entitled to the costs of such proceedings or to any damages or other relief unless such seizure was made without reasonable cause.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/68.Annual declaration

Part IX GENERAL

68. Annual declaration

(1) Every limited liability partnership shall lodge with the Registrar a declaration, containing the particulars as determined by the Registrar and accompanied by such documents as are required to be included in the declaration, by any two of its partners that in their opinion, the limited liability partnership--

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

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

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

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

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

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 68. Annual declaration

68.   Annual declaration 

(1) Every limited liability partnership shall lodge with the Registrar a declaration, containing the particulars as determined by the Registrar and accompanied by such documents as are required to be included in the declaration, by any two of its partners that in their opinion, the limited liability partnership-

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

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

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

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

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

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/69.Accounting and other records to be kept

69. Accounting and other records to be kept

(1) Every limited liability partnership shall keep such accounting and other records as will sufficiently explain the transactions and financial position of the limited liability partnership and enable profit and loss accounts and balance sheets to be prepared from time to time which give a true and fair view of the state of affairs of the limited liability partnership.

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

(3) The accounting and other records referred to in subsection (1) shall be kept at the registered office or such other place as the partners think fit provided that the Registrar is duly notified of that other place and the accounting and other records shall at all times be open to inspection by the partners.

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

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 69. Accounting and other records to be kept

69.   Accounting and other records to be kept 

(1) Every limited liability partnership shall keep such accounting and other records as will sufficiently explain the transactions and financial position of the limited liability partnership and enable profit and loss accounts and balance sheets to be prepared from time to time which give a true and fair view of the state of affairs of the limited liability partnership. 

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

(3) The accounting and other records referred to in subsection (1) shall be kept at the registered office or such other place as the partners think fit provided that the Registrar is duly notified of that other place and the accounting and other records shall at all times be open to inspection by the partners. 

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

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/70.Registers

70. Registers

(1) The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he thinks fit.

(2) Any person may, on payment of the prescribed fee--

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 70. Registers

70.   Registers 

(1) The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he thinks fit. 

(2) Any person may, on payment of the prescribed fee-

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/71.Rectification of registers

71. Rectification of registers

(1) A person in respect of which an entry in a register--

(a) has been omitted;

(b) is incorrect; or

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

(2) Upon receipt of the application under subsection (1), the Registrar may require the applicant to produce such document or to furnish the Registrar with such information as the Registrar deems necessary in order to form an opinion whether the register is to be rectified.

(3) The Registrar may require the person making the application under subsection (1) to give notice of that application to such other person as the Registrar may specify, being a person who appears to the Registrar to be concerned or to have an interest in the business.

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

(a)  has been omitted;

(b) is incorrect; or

(c) has been included in error.

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

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

(7) On appeal under subsection (6), the court may--

(a) refuse the application; or

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

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

(9) Notwithstanding anything in this section, where it appears to a person that any particulars recorded in the register contains matter that is false, fraudulent or misleading, the person may apply to the court and the court may, as a result of evidence adduced before it, order the Registrar to rectify the register in the manner specified in such order and the Registrar, upon receipt of such order, shall rectify the register accordingly.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 71. Rectification of registers

71.   Rectification of registers 

(1)

A person in respect of which an entry in a register-

(a)  has been omitted;

(b)  is incorrect; or

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

 (2) Upon receipt of the application under subsection (1), the Registrar may require the applicant to produce such document or to furnish the Registrar with such information as the Registrar deems necessary in order to form an opinion whether the register is to be rectified. 

(3) The Registrar may require the person making the application under subsection (1) to give notice of that application to such other person as the Registrar may specify, being a person who appears to the Registrar to be concerned or to have an interest in the business. 

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

(a)  has been omitted;

(b)  is incorrect; or

(c) has been included in error.

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

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

(7) On appeal under subsection (6), the court may-

(a)  refuse the application; or

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

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

(9) Notwithstanding anything in this section, where it appears to a person that any particulars recorded in the register contains matter that is false, fraudulent or misleading, the person may apply to the court and the court may, as a result of evidence adduced before it, order the Registrar to rectify the register in the manner specified in such order and the Registrar, upon receipt of such order, shall rectify the register accordingly.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/72.Relodging of lost registered documents

72. Relodging of lost registered documents

(1) Where the Registrar has reasonable cause to believe that a document in relation to a limited liability partnership lodged under this Act has been lost or destroyed, he may by notice in writing direct the limited liability partnership to relodge the document in the manner and form as may be determined by the Registrar.

(2) The limited liability partnership or any compliance officer of the limited liability partnership shall, within fourteen days after the service of the notice under subsection (1) or such longer period as the Registrar may allow, comply with the direction of the Registrar.

(3) On and from the date of the lodgement made under subsection (1), the lodging of the document shall have the same force and effect as though it is made at the original date of the lodgement.

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 72. Relodging of lost registered documents

72.   Relodging of lost registered documents 

(1) Where the Registrar has reasonable cause to believe that a document in relation to a limited liability partnership lodged under this Act has been lost or destroyed, he may by notice in writing direct the limited liability partnership to relodge the document in the manner and form as may be determined by the Registrar. 

(2) The limited liability partnership or any compliance officer of the limited liability partnership shall, within fourteen days after the service of the notice under subsection (1) or such longer period as the Registrar may allow, comply with the direction of the Registrar. 

(3) On and from the date of the lodgement made under subsection (1), the lodging of the document shall have the same force and effect as though it is made at the original date of the lodgement. 

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/73.Service for electronic lodgement of documents

73. Service for electronic lodgement of documents

(1) The Registrar may provide a service for the electronic lodgement of documents required by this Act to be lodged with the Registrar.

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

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

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

(5) Where a document is electronically lodged with the Registrar, the Registrar or his authorized agents shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature or however arising appearing in any document obtained by any person under the service referred to in subsection (1) if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Registrar or of his authorized agents or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provision of the service.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 73. Service for electronic lodgement of documents

73.   Service for electronic lodgement of documents 

(1) The Registrar may provide a service for the electronic lodgement of documents required by this Act to be lodged with the Registrar. 

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

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

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

(5) Where a document is electronically lodged with the Registrar, the Registrar or his authorized agents shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature or however arising appearing in any document obtained by any person under the service referred to in subsection (1) if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Registrar or of his authorized agents or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provision of the service.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/74.Issuing documents electronically

74. Issuing documents electronically

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 74. Issuing documents electronically

74.   Issuing documents electronically

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

 

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/75.Information certified by Registrar admissible in evidence

75. Information certified by Registrar admissible in evidence

Any information supplied by the Registrar which is certified under his hand and seal to be a true extract from any documents lodged with or submitted to the Registrar under section 73 or issued by the Registrar under section 74 shall in any proceedings be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 75. Information certified by Registrar admissible in evidence

75.   Information certified by Registrar admissible in evidence

Any information supplied by the Registrar which is certified under his hand and seal to be a true extract from any documents lodged with or submitted to the Registrar under section 73 or issued by the Registrar under section 74 shall in any proceedings be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/76.Service of documents on limited liability partnerships

76. Service of documents on limited liability partnerships

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 76. Service of documents on limited liability partnerships

76.   Service of documents on limited liability partnerships

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/77.Power to issue guidelines, practice notes, etc.

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

(1) The Registrar may issue such notices, circulars, guidelines or practice notes as he considers appropriate under any provision of this Act.

(2) The Registrar may revoke, vary, revise or amend the whole or any part of any notice, circular, guideline or practice note issued under this section.

(3) A person to whom the notices, circulars, guidelines or practice notes referred to in subsection (1) apply, shall give effect to such notices, circulars, guidelines or practice notes.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 77. Power to issue guidelines, practice notes, etc.

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

(1) The Registrar may issue such notices, circulars, guidelines or practice notes as he considers appropriate under any provision of this Act. 

(2) The Registrar may revoke, vary, revise or amend the whole or any part of any notice, circular, guideline or practice note issued under this section. 

(3) A person to whom the notices, circulars, guidelines or practice notes referred to in subsection (1) apply, shall give effect to such notices, circulars, guidelines or practice notes.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/78.Power to take action

78. Power to take action

(1) A person who--

(a) fails to comply with any provision of this Act or its regulations; or

(b) fails to comply with or give effect to any notice, circular, guideline or practice note issued by the Registrar, commits a breach.

(2) If a person has committed a breach and the Registrar is satisfied that it is appropriate in all the circumstances to take action against that person, the Registrar may take any one or more of the following actions:

(a) direct the person in breach to comply with or give effect to such provisions of the Act, regulations, notices, circulars, guidelines or practice notes;

(b) impose an administrative penalty, in proportion to the severity or gravity of the breach, but in any event not exceeding ten thousand ringgit;

(c) reprimand the person in breach; or

(d) direct the person in breach to take such steps to remedy the breach or to mitigate the effect of such breach, including making restitution to any person aggrieved by such breach.

(3) The Registrar shall give a written notice to a person in breach of his intention to take action under subsection (2) and shall give the person in breach an opportunity to be heard prior to him taking any action under subsection (2).

(4) If the Registrar considers that the limited liability partnership or any of its partners has failed to comply with the direction given under paragraph (2)(a) or (d), he may apply to the court for one or more of the following orders:

(a) an order directing the limited liability partnership or its partners to comply with the direction;

(b) an order directing the limited liability partnership or its partners to pay any costs incurred by the Registrar or other person relating to the issue of the direction by the Registrar or the breach of this Act or its regulations, notices, circulars, guidelines or practice notes relevant to the issue of the direction; or

(c) any other order that the court considers appropriate.

(5) Where a person has failed to pay an administrative penalty imposed by the Registrar under paragraph (2)(b), the administrative penalty imposed by the Registrar may be sued for and recovered as a civil debt due to the Registrar.

(6) For the purpose of paragraph (2)(d), in determining whether or not restitution is to be made by a person in breach, the Registrar shall have regard to--

(a) the profits that have accrued to such person in breach; or

(b) whether one or more persons have suffered loss or been otherwise adversely affected as a result of the breach.

(7) Nothing in this section prejudices the operation of any section imposing penalties on a limited liability partnership or its partners in respect of any failure under subsection (1), nor any powers that the Registrar or other person or the court may have under this Act.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 78. Power to take action

78.   Power to take action 

(1) A person who-

(a)  fails to comply with any provision of this Act or its regulations; or

(b)  fails to comply with or give effect to any notice, circular, guideline or practice note issued by the Registrar, commits a breach.

 (2) If a person has committed a breach and the Registrar is satisfied that it is appropriate in all the circumstances to take action against that person, the Registrar may take any one or more of the following actions:

(a)  direct the person in breach to comply with or give effect to such provisions of the Act, regulations, notices, circulars, guidelines or practice notes;

(b)  impose an administrative penalty, in proportion to the severity or gravity of the breach, but in any event not exceeding ten thousand ringgit;

(c)  reprimand the person in breach; or

(d)  direct the person in breach to take such steps to remedy the breach or to mitigate the effect of such breach, including making restitution to any person aggrieved by such breach.

 (3) The Registrar shall give a written notice to a person in breach of his intention to take action under subsection (2) and shall give the person in breach an opportunity to be heard prior to him taking any action under subsection (2). 

(4) If the Registrar considers that the limited liability partnership or any of its partners has failed to comply with the direction given under paragraph (2)(a) or (d), he may apply to the court for one or more of the following orders:

(a)  an order directing the limited liability partnership or its partners to comply with the direction;

(b)  an order directing the limited liability partnership or its partners to pay any costs incurred by the Registrar or other person relating to the issue of the direction by the Registrar or the breach of this Act or its regulations, notices, circulars, guidelines or practice notes relevant to the issue of the direction; or

(c)  any other order that the court considers appropriate.

 (5) Where a person has failed to pay an administrative penalty imposed by the Registrar under paragraph (2)(b), the administrative penalty imposed by the Registrar may be sued for and recovered as a civil debt due to the Registrar. 

(6) For the purpose of paragraph (2)(d), in determining whether or not restitution is to be made by a person in breach, the Registrar shall have regard to-

(a)  the profits that have accrued to such person in breach; or

(b)  whether one or more persons have suffered loss or been otherwise adversely affected as a result of the breach.

 (7) Nothing in this section prejudices the operation of any section imposing penalties on a limited liability partnership or its partners in respect of any failure under subsection (1), nor any powers that the Registrar or other person or the court may have under this Act.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/79.Fees

79. Fees

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

 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 79. Fees

79.   Fees

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/80.Offence of false and misleading statements

80. Offence of false and misleading statements

(1) A person who in every return, declaration, report, certificate, balance sheet or other document required by or for the purposes of this Act makes or authorizes the making of a statement false or misleading in any material particular knowing it to be false or misleading or intentionally omits or authorizes the omission or inclusion of any matter or thing thereby making the document to be misleading in a material respect commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not less than one hundred and fifty thousand ringgit and not more than five hundred thousand ringgit or to both.

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 80. Offence of false and misleading statements

80.   Offence of false and misleading statements 

(1) A person who in every return, declaration, report, certificate, balance sheet or other document required by or for the purposes of this Act makes or authorizes the making of a statement false or misleading in any material particular knowing it to be false or misleading or intentionally omits or authorizes the omission or inclusion of any matter or thing thereby making the document to be misleading in a material respect commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not less than one hundred and fifty thousand ringgit and not more than five hundred thousand ringgit or to both. 

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/81.Offence for improper use of the words "Perkongsian Liabiliti Terhad"

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 81. Offence for improper use of the words "Perkongsian Liabiliti Terhad"

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/82.Destruction, concealment, mutilation and alteration of records

82. Destruction, concealment, mutilation and alteration of records

Any person who--

(a) destroys, conceals, mutilates or alters; or

(b) sends or attempts to send or conspires with any other person to remove from its premises or send out of Malaysia, any book, record, accounts, document, computerized data, thing or matter kept or maintained with intent to defraud the Registrar commits an offence. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 82. Destruction, concealment, mutilation and alteration of records

82.   Destruction, concealment, mutilation and alteration of records

Any person who-

(a) destroys, conceals, mutilates or alters; or

(b) sends or attempts to send or conspires with any other person to remove from its premises or send out of Malaysia, any book, record, accounts, document, computerized data, thing or matter kept or maintained with intent to defraud the Registrar commits an offence.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/83.Obstruction

83. Obstruction

A person who--

(a) refuses the Registrar access to any premises which the Registrar is entitled to have under this Act or in the execution of any duty imposed or power conferred by this Act;

(b) assaults, obstructs, hinders or delays Registrar in effecting any entry which the Registrar is entitled to effect under this Act or in the execution of any duty imposed or power conferred by this Act; or

(c) refuses to give the Registrar any information relating to an offence or a suspected offence under this Act or any other information which may reasonably be required of him and which he has in his knowledge or power to give, commits an offence

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 83. Obstruction

83.   Obstruction

A person who-

(a) refuses the Registrar access to any premises which the Registrar is entitled to have under this Act or in the execution of any duty imposed or power conferred by this Act;

(b)  assaults, obstructs, hinders or delays Registrar in effecting any entry which the Registrar is entitled to effect under this Act or in the execution of any duty imposed or power conferred by this Act; or

(c)  refuses to give the Registrar any information relating to an offence or a suspected offence under this Act or any other information which may reasonably be required of him and which he has in his knowledge or power to give, commits an offence

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/84.Tipping-off

84. Tipping-off

(1) Any person who--

(a) knows or has reasonable grounds to suspect that the Registrar is acting, or is proposing to act, in connection with an investigation which is being, or is about to be, conducted under or for the purposes of this Act or any subsidiary legislation made under this Act and discloses to any other person information or any other matter which is likely to prejudice that investigation or proposed investigation; or

(b) knows or has reasonable grounds to suspect that a disclosure has been made to the Registrar under this Act and discloses to any other person information or any other matter which is likely to prejudice any investigation which might be conducted following the disclosure, commits an offence.

(2) Nothing in subsection (1) makes it an offence for an advocate and solicitor or his employee to disclose any information or other matter--

(a) to his client or the client's representative in connection with the giving of advice to the client in the course and for the purpose of the professional employment of the advocate and solicitor; or

(b) to any person in contemplation of, or in connection with and for the purpose of, any legal proceedings.

(3) Subsection (2) does not apply in relation to any information or other matter which is disclosed with a view to furthering any illegal purpose.

(4) In proceedings against a person for an offence under this section, it is a defence if the person proves that--

(a) he did not know or suspect that the disclosure made under paragraph (1)(b) was likely to prejudice the investigation; or

(b) he had lawful authority or reasonable excuse for making the disclosure. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 84. Tipping-off

84.   Tipping-off 

(1)

Any person who-

(a)  knows or has reasonable grounds to suspect that the Registrar is acting, or is proposing to act, in connection with an investigation which is being, or is about to be, conducted under or for the purposes of this Act or any subsidiary legislation made under this Act and discloses to any other person information or any other matter which is likely to prejudice that investigation or proposed investigation; or

(b)  knows or has reasonable grounds to suspect that a disclosure has been made to the Registrar under this Act and discloses to any other person information or any other matter which is likely to prejudice any investigation which might be conducted following the disclosure, commits an offence.

(2) Nothing in subsection (1) makes it an offence for an advocate and solicitor or his employee to disclose any information or other matter-

(a)  to his client or the client's representative in connection with the giving of advice to the client in the course and for the purpose of the professional employment of the advocate and solicitor; or

(b)  to any person in contemplation of, or in connection with and for the purpose of, any legal proceedings.

(3) Subsection (2) does not apply in relation to any information or other matter which is disclosed with a view to furthering any illegal purpose. 

(4) In proceedings against a person for an offence under this section, it is a defence if the person proves that-

(a)  he did not know or suspect that the disclosure made under paragraph (1)(b) was likely to prejudice the investigation; or

(b)  he had lawful authority or reasonable excuse for making the disclosure. 

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/85.Offences by body corporate

85. Offences by body corporate

(1) If a body corporate commits an offence under this Act or its subsidiary legislation, any person who at the time of the commission of the offence was a director, partner, chief executive officer, chief operating officer, manager, secretary or other similar officer of the body corporate or was purporting to act in any such capacity or was in any manner or to any extent responsible for the management of any of the affairs of the body corporate or was assisting in such management--

(a) may be charged severally or jointly in the same proceedings with the body corporate; and

(b) if the body corporate is found guilty of the offence, shall be deemed to be guilty of that offence unless, having regard to the nature of his functions in that capacity and to all circumstances, he proves--

(i) that the offence was committed without his knowledge, consent or connivance; and

(ii) that he had taken all reasonable precautions and exercised due diligence to prevent the commission of the offence.

(2) If any person would be liable under this Act or its subsidiary legislation to any punishment or penalty for his act, omission, neglect or default, he shall be liable to the same punishment or penalty for every such act, omission, neglect or default of any employee or agent of his, or of the employee of the agent, if the act, omission, neglect or default was committed--

(a) by that person's employee in the course of his employment;

(b) by the agent when acting on behalf of that person; or

(c) by the employee of the agent in the course of his employment by the agent or otherwise on behalf of the agent acting on behalf of that person. 

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 85. Offences by body corporate

85.   Offences by body corporate 

(1) If a body corporate commits an offence under this Act or its subsidiary legislation, any person who at the time of the commission of the offence was a director, partner, chief executive officer, chief operating officer, manager, secretary or other similar officer of the body corporate or was purporting to act in any such capacity or was in any manner or to any extent responsible for the management of any of the affairs of the body corporate or was assisting in such management-

(a)  may be charged severally or jointly in the same proceedings with the body corporate; and

(b)  if the body corporate is found guilty of the offence, shall be deemed to be guilty of that offence unless, having regard to the nature of his functions in that capacity and to all circumstances, he proves-

(i) that the offence was committed without his knowledge, consent or connivance; and

(ii) that he had taken all reasonable precautions and exercised due diligence to prevent the commission of the offence.

(2) If any person would be liable under this Act or its subsidiary legislation to any punishment or penalty for his act, omission, neglect or default, he shall be liable to the same punishment or penalty for every such act, omission, neglect or default of any employee or agent of his, or of the employee of the agent, if the act, omission, neglect or default was committed-

(a)  by that person's employee in the course of his employment;

(b)  by the agent when acting on behalf of that person; or

(c)  by the employee of the agent in the course of his employment by the agent or otherwise on behalf of the agent acting on behalf of that person.  

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/86.General penalty

86. General penalty

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 86. General penalty

86.   General penalty

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/87.Compounding of offences

87. Compounding of offences

(1) The Registrar may, with the consent in writing of the Public Prosecutor, compound any offence committed by any person under this Act or its subsidiary legislation by making a written offer to the person suspected to have committed the offence to compound the offence upon payment to the Registrar an amount of money not exceeding fifty per centum of the maximum fine for that offence within such time as may be specified in the written offer.

(2) An offer under subsection (1) may be made at any time after the offence has been committed but before any prosecution for it has been instituted, and if the amount specified in the offer is not paid within the time specified in the offer, or such extended time as the Registrar may grant, prosecution for the offence may be instituted at any time after that against the person to whom the offer was made.

(3) Where an offence has been compounded under subsection (1), no prosecution shall be instituted in respect of the offence against the person to whom the offer to compound was made, and any equipment, instrument, material, book, record, account, document or thing seized under this Act or its subsidiary legislation in connection with the offence may be released by the Registrar, subject to such terms and conditions as it thinks fit to impose in accordance with the conditions of the compound.

(4) All sums of money received by the Registrar under this section shall be paid into the fund established under section 28 of the Companies Commission of Malaysia Act 2001.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 87. Compounding of offences

87.   Compounding of offences 

(1) The Registrar may, with the consent in writing of the Public Prosecutor, compound any offence committed by any person under this Act or its subsidiary legislation by making a written offer to the person suspected to have committed the offence to compound the offence upon payment to the Registrar an amount of money not exceeding fifty per centum of the maximum fine for that offence within such time as may be specified in the written offer. 

(2) An offer under subsection (1) may be made at any time after the offence has been committed but before any prosecution for it has been instituted, and if the amount specified in the offer is not paid within the time specified in the offer, or such extended time as the Registrar may grant, prosecution for the offence may be instituted at any time after that against the person to whom the offer was made. 

(3) Where an offence has been compounded under subsection (1), no prosecution shall be instituted in respect of the offence against the person to whom the offer to compound was made, and any equipment, instrument, material, book, record, account, document or thing seized under this Act or its subsidiary legislation in connection with the offence may be released by the Registrar, subject to such terms and conditions as it thinks fit to impose in accordance with the conditions of the compound. 

(4) All sums of money received by the Registrar under this section shall be paid into the fund established under section 28 of the Companies Commission of Malaysia Act 2001.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/88.Institution of prosecution

88. Institution of prosecution

A prosecution for any offence under this Act shall not be instituted except by or with the written consent of the Public Prosecutor.

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 88. Institution of prosecution

88.   Institution of prosecution

A prosecution for any offence under this Act shall not be instituted except by or with the written consent of the Public Prosecutor.

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/89.Protection against suit and legal proceedings

89. Protection against suit and legal proceedings

No action shall lie or be brought, instituted or maintained in any court against--

(a) the Registrar, or agent or employee of the Commission; and

(b) any other person for or on account of or in respect of any act done or purported to be done by him under the order, direction or instruction of the Registrar, or agent or employee of the Commission,

if the act was done in good faith and in a reasonable belief that it was necessary for the purpose intended to be served by it and for the carrying into effect 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 / 89. Protection against suit and legal proceedings

89.   Protection against suit and legal proceedings

No action shall lie or be brought, instituted or maintained in any court against-

(a) the Registrar, or agent or employee of the Commission; and

(b)  any other person for or on account of or in respect of any act done or purported to be done by him under the order, direction or instruction of the Registrar, or agent or employee of the Commission,

if the act was done in good faith and in a reasonable belief that it was necessary for the purpose intended to be served by it and for the carrying into effect 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,,/90.Protection to certain partners, officers or employees who make disclosures

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

(1) Where a partner, an officer or employee of a limited liability partnership in the course of performance of his duties has reasonable belief of any matter which may or will constitute a breach or non-observance of the provisions this Act or its subsidiary legislation, or has reason to believe that a serious offence involving fraud or dishonesty has been, is being or is likely to be committed against the limited liability partnership or this Act by any partner or officer of the limited liability partnership, he may report the matter in writing to the Registrar.

(2) No partner, officer or employee of the limited liability partnership may be discharged, demoted, suspended, threatened or harassed or in any other manner be discriminated against the terms and conditions of the limited liability partnership agreement, contract of employment or other instrument by reason of the report submitted to him under subsection (1).

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

(4) For the purpose of this section--

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

(b) "officer" means--

(i) a compliance officer; and

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 90. Protection to certain partners, officers or employees who make disclosures

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

(1) Where a partner, an officer or employee of a limited liability partnership in the course of performance of his duties has reasonable belief of any matter which may or will constitute a breach or non-observance of the provisions this Act or its subsidiary legislation, or has reason to believe that a serious offence involving fraud or dishonesty has been, is being or is likely to be committed against the limited liability partnership or this Act by any partner or officer of the limited liability partnership, he may report the matter in writing to the Registrar. 

(2) No partner, officer or employee of the limited liability partnership may be discharged, demoted, suspended, threatened or harassed or in any other manner be discriminated against the terms and conditions of the limited liability partnership agreement, contract of employment or other instrument by reason of the report submitted to him under subsection (1). 

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

(4) For the purpose of this section-

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

(b)  "officer" means-

(i) a compliance officer; and

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/91.Power to make regulations

91. Power to make regulations

(1) The Minister may make regulations for or with respect to--

(a) the duties and functions of the Registrar, Assistant Registrars and other employees appointed to assist with the administration of this Act;

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 91. Power to make regulations

91.   Power to make regulations 

(1) The Minister may make regulations for or with respect to-

(a)  the duties and functions of the Registrar, Assistant Registrars and other employees appointed to assist with the administration of this Act;

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

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

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

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

Unannotated Statutes of Malaysia - Principal Acts/LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743/LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743,,/92.Power to amend Schedules

92. Power to amend Schedules

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

Unannotated Statutes of Malaysia - Principal Acts/ LIMITED LIABILITY PARTNERSHIPS ACT 2012 Act 743 / LIMITED LIABILITY PARTNERSHIPS ACT 2012 ACT 743 / 92. Power to amend Schedules

92.   Power to amend Schedules

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

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