Limited Liability Partnership

Limited Liability Partnership ("LLP")

What is Limited Liability Partnership ("LLP")?
LLP is an ALTERNATIVE business vehicle to carry out business which combines the characteristics of a private company (Sdn Bhd) and a conventional partnership (under ROB). LLP provides limited liability status to its partners and offers the flexibility of internal arrangement through an agreement between the partners.

Salient Features of LLP
• LLP is a body corporate and has legal personality separate from its partners (separate legal entity)
• LLP has perpetual succession/continuity
• LLP has unlimited capacity and capable of suing and being sued, acquiring, owning, holding and developing or disposing of property
• LLP may do and suffer such other acts and things as bodies corporate may lawfully do and suffer

Target Groups
• Professionals (Architects, Auditors, Accountants, Company Secretaries, etc.)
• Micro, Small & Medium sized businesses(Café/Restaurants/Pubs/Bars, Financial Consultancy Services, Real Estate Agents/Brokers, Bakery, IT related, Interior Decorators, Construction, Travel Agency, e-hailing, Tuition Centre, Gym/Fitness Centre, Lifestyle Accessories, Beauty treatment & Spa, Pet Care, etc.)
• Joint Ventures

Formation of LLP
LLP maybe formed:
• by a minimum 2(two) individuals or bodies corporate
• partnership can be foreigners
• for any lawful business with a view to make profit
• in accordance with the terms of the LLP Agreement or LLP Act 2012

Registration of LLP
Information required for registration:
✔ Proposed name of LLP & Nature of business
✔ Name & details of Partners
✔ Name & details of Compliance Officer
✔ Address of Registered Office

Registrar has the power to refuse registration on the following grounds:
• Charitable purpose;
• Unlawful purpose; or
• Purpose is prejudicial to public peace, welfare/good order/morality in Malaysia

LLP formed for Professional Practice must :
• Consist of natural persons practicing the same profession
• Obtain approval letter from the profession’s governing body
• Have in force professional indemnity insurance
• Existing agreements, contracts shall have effect as though the LLP were a partyIn  the  case  of  a conversion from a conventional partnership  (under ROB)  to LLP the partners of conventional partnership (under ROB) shall continue to be personallyliable  (jointly & severally with the LLP) for liabilities and obligations incurred prior to the conversion
In the case of a conversion from a private company to LLP, the LLP continue to beliable for liabilities and obligations incurred prior to the conversion

Registration of Foreign LLP
A foreign LLP can carry on business in Malaysia but can only do so by registering with *CCM and lodge the following documents :

✔ Certified  copy  of  the  certificate  of  registration  in  its  place  of  incorporation, establishment or origin; and
✔ Certified copy of its charter or instrument defining its constitution, if any