LIMITED LIABILITY PARTNERSHIPS ACT 2012

LAWS OF MALAYSIA ONLINE VERSION OF UPDATED TEXT OF REPRINT Act 743 LIMITED LIABILITY PARTNERSHIPS ACT 2012 As at 1 August 2022 This text is ONLY AN UPDATED TEXT of the Limited Liability Partnerships Act 2012 by the Attorney General’s Chambers. Unless and until reprinted pursuant to the powers of the Commissioner of Law Revision under subsection 14(1) of the Revision of Laws Act 1968 [Act 1], this text is NOT AN AUTHENTIC TEXT . 2 LIMITED LIABILITY PARTNERSHIPS ACT 2012 Date of Royal Assent … … … 2 February 2012 Date of publication in the Gazette … … … 9 February 2012 Latest amendment made by P.U. (A) 232/2022 which came into operation on … … … … 1 August 2022 3 LAWS OF MALAYSIA Act 743 LIMITED LIABILITY PARTNERSHIPS ACT 2012 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title and commencement 2. Interpretation PART II FUNDAMENTALS OF A LIMITED LIABILITY PARTNERSHIP 3. Separate legal personality and capacity 4. Non-applicability of partnership law PART III FORMATION AND REGISTRATION 5. (Deleted) 6. Formation of limited liability partnerships 7. Carrying on business with less than minimum partners 8. Partnership for professional practice 9. Limited liability partnership agreement 10. Application for registration 11. Registration of limited liability partnerships 12. Power to refuse registration 13. Name of limited liability partnership 4 Laws of Malaysia ACT 743 Section 14. Reservation of names 15. Change of name of limited liability partnership 16. Power of Registrar to require change of names 17. Registration of changes in particulars 18. Registered office 19. Registers and documents to be kept at the registered office 20. Publication of names PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP 21. Limited liability of partners 22. Liability of partners when limited liability partnership is insolvent 23. Power of partner to bind the limited liability partnership 24. Cessation of partnership interest 25. Bankruptcy of partner 26. Assignment of interests 27. Compliance officer 28 Disqualification to act as a compliance officer PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS 29. Conversion from conventional partnership to limited liability partnership 30. Conversion from private company to limited liability partnership 31. Statements to be lodged 32. Registration of conversion 33. Effect of registration 34. Pending proceedings 35. Continuance of conviction, ruling, order or judgement 36. Existing agreements 37. Existing contracts, etc. 38. Continuance of employment Limited Liability Partnerships Section 39. Existing appointment, authority or power 40. Non-application of sections 33 to 39 41. Liabilities and obligations of partner before conversion 42. Notice of conversion in invoices and correspondence 43. Existing statutory books, registers, records, etc. PART VI FOREIGN LIMITED LIABILITY PARTNERSHIPS 44. Foreign limited liability partnerships 45. Registration of foreign limited liability partnerships 46. Requirements of foreign limited liability partnerships 47. Cessation of business in Malaysia 48. Liquidation or dissolution of foreign limited liability partnerships in place of incorporation, establishment or origin PART VII WINDING-UP, DISSOLUTION AND STRIKING-OFF 49. Receivership and winding-up by the Court 50. Voluntary winding-up 51. Power of Registrar to strike-off limited liability partnerships from the register 52. Revocation of dissolution 53. Power of Registrar to represent dissolved limited liability partnerships in certain circumstances 54. Outstanding assets of dissolved limited liability partnerships to vest in Registrar 5 6 Laws of Malaysia ACT 743 PART VIII Section 55 ― 67. (Deleted) PART IX GENERAL 68. Annual declaration 69. Accounting and other records to be kept 70. Registers 71. Rectification of registers 72 Relodging of lost registered documents 73. Service for electronic lodgement of documents 74. Issuing documents electronically 75. Information certified by Registrar admissible in evidence 76. Service of documents on limited liability partnerships 77. (Deleted) 78. (Deleted) 79. Fees 80. Offence of false and misleading statements 81. Offence for improper use of the words “Perkongsian Liabiliti Terhad” 82. (Deleted) 83 (Deleted) 84. (Deleted) 85. (Deleted) 86. General Penalty 87. (Deleted) 88. (Deleted) 89. (Deleted) 90. Protection to certain partners, officers or employees who make disclosures 91. Power to make regulations Limited Liability Partnerships Section 92. Power to amend Schedules FIRST SCHEDULE SECOND SCHEDULE THIRD SCHEDULE 7 8 9 LAWS OF MALAYSIA Act 743 LIMITED LIABILITY PARTNERSHIPS ACT 2012 An Act to provide for the registration, administration and dissolution of limited liability partnerships and to provide for related matters. [26 December 2012, P.U. (B) 421/2012] ENACTED by the Parliament of Malaysia as follows: PART I PRELIMINARY Short title and commencement 1. (1) This Act may be cited as the Limited Liability Partnerships Act 2012. (2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette. Interpretation 2. In this Act, unless the context otherwise requires— “annual declaration” means a declaration required to be lodged by a limited liability partnership under section 68; “approved liquidator” has the meaning assigned to it in the Companies Act 1965 [Act 125] and includes the Director General of *  * NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777. 10 Laws of Malaysia ACT 743 Insolvency when acting as a liquidator of a limited liability partnership; “body corporate” means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia and includes any foreign company, limited liability partnership and foreign limited liability partnership registered under this Act but does not include— (a) any body corporate that is incorporated within Malaysia and is by notice of the Minister published in the Gazette declared to be a public authority or an instrumentality or agency of the Government of Malaysia or of any State or to be a body corporate which is not incorporated for commercial purposes; (b) any corporation sole; (c) any society registered under any written law relating to cooperative societies; and (d) any trade union registered under any written law as a trade union; “Commission” means the Companies Commission of Malaysia established under the Companies Commission of Malaysia Act 2001 [Act 614]; “conventional partnership” means a partnership registered under the Registration of Businesses Act 1956 [Act 197] and a partnership established by two or more persons for the purposes of carrying on any professional practice; “Court” means the High Court or a judge of the High Court; “Director General of Customs and Excise” means the Director General of Customs and Excise appointed under section 3 of the Customs Act 1967 [Act 235]; “Director General of Insolvency” has the meaning assigned to it in the *Insolvency Act 1967 [Act 360];  * NOTE―Previously known as “Bankruptcy Act 1967”―see section 5 of Act A1534. Limited Liability Partnerships 11 “distribution” means distribution of dividends, profits, returns or refunds of capital by the limited liability partnership, whether in cash or in kind; “document” has the meaning assigned to it in the Evidence Act 1950 [Act 56]; “financial year” means the period in respect of which any profit and loss account of a limited liability partnership is made up, whether that period is a year or not; “Inland Revenue Board” means the Inland Revenue Board of Malaysia established under the Inland Revenue Board of Malaysia Act 1995 [Act 533]; “limited liability partnership” means a limited liability partnership registered under section 11 or a foreign limited liability partnership registered under section 45; “limited liability partnership agreement”, in relation to a limited liability partnership, means a written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners among themselves and their rights and duties in relation to the limited liability partnership; “Minister” means the Minister charged with the responsibility for domestic trade; “partner”, in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement, and includes a salaried partner whether or not he is an employee of the limited liability partnership; “prescribed” means prescribed by the Minister by regulations made under this Act; 12 Laws of Malaysia ACT 743 “private company” has the meaning assigned to it in the *Companies Act 1965; “professional practice” means the practice as specified in the first column of the First Schedule which is governed by the written law as specified in the second column of the First Schedule, respectively; “property”, in relation to a limited liability partnership, includes land, money, goods, chose in action, goodwill, and every valuable thing, whether corporeal or incorporeal, movable or immovable, and whether situated in Malaysia or elsewhere and also includes obligations, servitudes, and every description of estate, interest and profit, present or future, vested or contingent, arising out of or incident to the property; “register” means any register kept and maintained under this Act; “Registrar” means the Registrar designated under subsection 20A (1) of the Companies Commission of Malaysia Act 2001. PART II FUNDAMENTALS OF A LIMITED LIABILITY PARTNERSHIP Separate legal personality and capacity 3. (1) A limited liability partnership is a body corporate and shall have legal personality separate from that of its partners. (2) A limited liability partnership shall have perpetual succession. (3) Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership. (4) A limited liability partnership shall have unlimited capacity and shall be capable of—  * NOTE—The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777] w.e.f 31 January 2017―see subsection 620(1) of Act 777. Limited Liability Partnerships 13 (a) suing and being sued; (b) acquiring, owning, holding and developing or disposing of property; and (c) doing and suffering such other acts and things as bodies corporate may lawfully do and suffer. Non-applicability of partnership law 4. The provisions of the Partnership Act 1961 [Act 135], and the rules of equity and of common law applicable to partnerships, shall not be applicable to a limited liability partnership registered under this Act. PART III FORMATION AND REGISTRATION 5. (Deleted by Act A1477). Formation of limited liability partnerships 6. Subject to sections 7 and 8, any two or more persons, consisting of, wholly or partly, individuals or bodies corporate, associated for carrying on any lawful business with a view to profit may form a limited liability partnership in accordance with the terms of the limited liability partnership agreement. Carrying on business with less than minimum partners 7. (1) A limited liability partnership may carry on business with fewer than two partners for a period not exceeding six months or a longer period as may be determined by the Registrar upon an 14 Laws of Malaysia ACT 743 application from the remaining partner, provided that the period so extended by the Regist