LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010

Labuan Limited Partnerships and Limited Liability Partnerships LAWS OF MALAYSIA REPRINT Act 707 LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010 As at 1 July 2023 PUBLISHED BY THE COMMISSIONER OF LAW REVISION, MALAYSIA UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968 2023 1 2 Laws of Malaysia Act 707 LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010 Date of Royal Assent … … … … 31 January 2010 Date of publication in the Gazette … … 11 February 2010 … … Labuan Limited Partnerships and Limited Liability Partnerships LAWS OF MALAYSIA Act 707 LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010 ARRANGEMENT OF SECTIONS Part I PRELIMINARY Section 1. Short title and commencement 2. Interpretation Part II ADMINISTRATION OF THE ACT 3. Administration of the Act Part III LABUAN LIMITED PARTNERSHIPS Chapter 1 Establishment of Labuan limited partnership 4. Labuan limited partnership 5. Registration of Labuan limited partnership 6. Amendment of partnership agreement 7. Name of Labuan limited partnership 3 4 Laws of Malaysia Act 707 Section 8. Change of name of Labuan limited partnership 9. Registered office of Labuan limited partnership Chapter 2 Management and administration of Labuan limited partnership 10. Contribution of limited partner 11. Rights and obligations of general partner 12. Enforcement of judgments against property of Labuan limited partnership 13. Rights of limited partner 14. Share of profits 15. Dealings by limited partner with Labuan limited partnership 16. Limited partners’ rights as between themselves 17. Return of limited partner’s contribution 18. Limited partner’s liability to Labuan limited partnership 19. Limited partner’s liability to creditors 20. Admission of additional limited partners and general partners 21. Assignment 22. Legal proceedings and service of documents 23. Authority of general partner to sign Chapter 3 Dissolution of Labuan limited partnership 24. Notice of dissolution 25. Dissolution of Labuan limited partnership 26. Dissolution of Labuan limited partnership on death of general partner 27. Power of court to order dissolution 28. Settling accounts on dissolution Labuan Limited Partnerships and Limited Liability Partnerships 5 Part IV LABUAN LIMITED LIABILITY PARTNERSHIPS Chapter 1 Establishment of Labuan limited liability partnership Section 29. Labuan limited liability partnership 30. Registration of Labuan limited liability partnership 31. Registration of changes in particulars 32. Name of Labuan limited liability partnership 33. Change of name of Labuan limited liability partnership Chapter 2 Conversion to Labuan limited liability partnership 34. Conversion from Labuan limited partnership to Labuan limited liability partnership 35. Conversion from Labuan company to Labuan limited liability partnership 36. Statements to be filed 37. Registration of conversion 38. Effect of registration 39. Pending proceedings 40. Continuance of conviction, ruling, order or judgment 41. Existing agreements 42. Existing contracts, etc. 43. Continuance of employment 44. Existing appointment, authority or power 45. Application of sections 38 to 44 46. Liabilities and obligations of partner before conversion 47. Notice of conversion in invoices and correspondence 6 Laws of Malaysia Act 707 Chapter 3 Recognized limited liability partnership Section 48. Registration of recognized limited liability partnership 49. Name of recognized limited liability partnership 50. Registered office of recognized limited liability partnership 51. Return to be filed where particulars, etc., changed 52. Service on recognized limited liability partnership 53. Cessation of business in Labuan 54. Liquidation or dissolution of recognized limited liability partnership in place of incorporation or origin Chapter 4 Capacity and transactions of Labuan limited liability partnership 55. Separate legal personality 56. Limited liability of partners 57. Power of partner to bind the Labuan limited liability partnership 58. Relationship of partners 59. Dealings by partners with the Labuan limited liability partnership 60. Assignment of interest 61. Admission and retirement of partners 62. Bankruptcy of a partner Chapter 5 Management and administration of Labuan limited liability partnership 63. Registered office of Labuan limited liability partnership 64. Designated partner 65. Duties and responsibilities of designated partner 66. Annual solvency certificate Labuan Limited Partnerships and Limited Liability Partnerships 7 Chapter 6 Dissolution of Labuan limited liability partnership Section 67. Receivership and winding-up 68. Alternative procedure for voluntary winding-up of Labuan limited liability partnership 69. Revocation of dissolution Part V GENERAL 70. Accounts to be kept 71. Permitted purpose of establishment 72. Fees 73. Inspection and production of documents kept 74. Form of records 75. Offence by body corporate 76. Documents to be filed through Labuan trust company 77. General penalty 78. Power to impose administrative penalties 79. Compounding of offences 80. Striking-off 81. Restoration to register 82. Effect of striking-off 83. Secrecy 84. Right to information 85. Application of the Labuan Financial Services Authority Act 1996 86. Application of partnership law 87. Procedure where none laid down 8 Laws of Malaysia Section 88. Power to exempt 89. Regulations 90. Protection against suit and legal proceedings 91. Repeal and savings Act 707 Labuan Limited Partnerships and Limited Liability Partnerships 9 LAWS OF MALAYSIA Act 707 LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010 An Act to provide for the establishment, regulation and dissolution of Labuan limited partnerships and Labuan limited liability partnerships and for matters connected therewith or incidental thereto. [11 February 2010; P.U. (B) 61/2010] ENACTED by the Parliament of Malaysia as follows: Part I PRELIMINARY Short title and commencement 1. (1) This Act may be cited as the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010. (2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette. Interpretation 2. (1) In this Act, unless the context otherwise requires— “approved liquidator” means a person approved under subsection 12(1) of the Labuan Companies Act 1990 [Act 441]; 10 Laws of Malaysia Act 707 “Authority” means the Labuan Financial Services Authority established under section 3 of the Labuan Financial Services Authority Act 1996 [Act 545]; “authorized officer” means an officer duly authorized by the Authority under subsection 3(2); “certificate” means a certificate issued under this Act; “certified” means certified in the prescribed manner to be a particular document or to be a true copy thereof; “corporation” means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia and includes a foreign Labuan company but does not include— (a) a corporation sole; (b) a trade union registered under any written law as a trade union; and (c) a society registered under any written law relating to co-operative societies; “court” means a court of competent jurisdiction; “designated partner”, in relation to a Labuan limited liability partnership, means a partner identified as a designated partner in the application made to the Authority under section 30 or a notice filed under section 31; “general partner”, in relation to a Labuan limited partnership, means a person who is named as a general partner in the partnership agreement filed under subsection 5(2) and if more than one, means each general partner; “Labuan” means the Federal Territory of Labuan; “Labuan company” has the meaning assigned to it in the Labuan Companies Act 1990; Labuan Limited Partnerships and Limited Liability Partnerships 11 “Labuan limited liability partnership” means a limited liability partnership registered under section 30 or 48; “Labuan limited partnership” means a limited partnership registered under section 5; “Labuan trust company” means a company registered as a Labuan trust company under Part V of the Labuan Financial Services and Securities Act 2010 [Act 704]; “limited partner”, in relation to a Labuan limited partnership, means a person who is named as a limited partner in the register kept under subsection 9(5) and if more than one, means each limited partner; “Minister” means the Minister for the time being charged with the responsibility for finance; “partner”— (a) in relation to a Labuan limited partnership, means a limited partner or a general partner; and (b) in relation to a Labuan limited liability partnership, means a person who is a partner, including a designated partner, in that partnership and named as such in the application made to the Authority under section 30 or a notice filed under section 31, as the case may be; “partnership agreement” means an agreement in writing of the partners as to the affairs of a Labuan limited partnership or a Labuan limited liability partnership, as the case may be, and the rights and obligations of the partners among themselves; “partnership interest” means a partner’s share of the profits and losses of a Labuan limited partnership or a Labuan limited liability partnership, as the case may be, and the right to receive distribution of partnership assets and other benefits conferred by the partnership agreement; 12 Laws of Malaysia Act 707 “prescribe”, where no mode is mentioned, means prescribe from time to time by order published in the Gazette, and a power to prescribe includes the power to make different provisions in the order for different persons, classes, categories or descriptions of persons, and “prescribed” shall be construed accordingly; “property” includes— (a) assets of every kind, whether corporeal or incorporeal, movable or immovable, tangible or intangible, however acquired; and (b) legal documents or instruments in any form, including electronic or digital, evidencing title to or interest in, such assets, including bank cheques, money orders, shares, securities, bonds, bank drafts and letters of credit; “register”— (a) in respect of Labuan limited partnerships, means the register maintained under subsection 5(3); and (b) in respect of Labuan limited liability partnerships, means the register maintained under subsection 30(7); “resident” means a person who— (a) in relation to a natural person, is a citizen or permanent resident of Malaysia; and (b) in relation to any other person, has established a place of business, and is operating, in Malaysia, and includes a person who is declared to be a resident pursuant to section 43 of the *Exchange Control Act 1953 [Act 17]; “ringgit” means a ringgit in the currency of Malaysia; *NOTE—The Exchange Control Act 1953 [Act 17] has since been repealed by the Financial Services Act 2013 [Act 758] which comes into operation on 30 June 2013—see section 271 Act 758. Labuan Limited Partnerships and Limited Liability Partnerships 13 “specify”, where no mode is mentioned, means specify from time to time in writing, and a power to specify includes the power to specify differently for different persons, classes, categories or descriptions of persons, and “specified” shall be construed accordingly; “statutory value” has the meaning assigned to it in subsection 10(2). (2) For the purposes of this Act, a Labuan limited partnership is insolvent at a particular time when the general partner is unable to discharge the debts and obligations of the Labuan limited partnership, excluding liabilities to partners in respect of their partnership interests, as they fall due, out of the assets of the Labuan limited partnership without re