Limited Liability Partnership

1) What is Limited Liability Partnership?

Limited Liability Partnership (PLT.) registration is an alternative business vehicle under Limited Liability Partnership Act 2012 which combined the characteristic of a company and a conventional partnership. Limited Liability Partnership (PLT.) is governed by Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia) and Limited Liability Partnership Act 2012.

2) What are the requirements to form a Limited Liability Partnership in Malaysia?

The Limited Liability Partnership shall appoint at least one compliance officer from amongst its partners or persons qualified to act as secretaries under the Company Act 2016 who-

  • is a citizen or permanent resident of Malaysia; and
  • ordinarily resides in Malaysia.

3) What are the information needed to register a Limited Liability Partnership in Malaysia?

The information needed to register a Limited Liability Partnership are:

  • Copy of partners identity card (I/C) or passport (for foreign director)
  • Proposed company name
  • Proposed company nature of business
  • Proposed address of the registered office (place to keep statutory documents)
  • Ordinary place of residence of every partner
  • Details of profit sharing and partners remuneration packages

4) How long will it take to incorporate a Limited Liability Partnership in Malaysia?

The Limited Liability Partnership can normally be set up within three (3) to ten (10) working days.

5) What are the procedures to incorporate a Limited Liability Partnership in Malaysia

Complete Our FormVerification of Compliance OfficerName Search and Sign DocumentsName Search and Sign Documents
You need to fill our simple company registration application form and return to us with all partners I/C or passportWe will register MyLLP account for the compliance officer. He or she shall visit SSM with his / her photocopy of identity and SSM emailWe will check availability of your proposed LLP name with SSM, you need to visit our company, sign documents and make payment to usWe will submit the signed documents to Companies Commission of Malaysia. Certificate of Registration will be issued by SSM and your Company is ready to go
START1 WORKING DAYS3 WORKING DAYSCONGRATULATIONS

6) Can foreigner incorporate a Limited Liability Partnership in Malaysia without Malaysian involvement?

No. As minimum one Compliance officer must be citizen or permanent citizen and ordinarily resides in Malaysia.

7) How much is the yearly maintenance fee of a Limited Liability Partnership?

The minimum maintenance fees of a Limited Liability Partnership is RM200 (SSM charges for annual declaration)

8) What is the major different between sole proprietor / partnership and Limited Liability Partnership ?

The major different is the liability to creditors. The liability of the partners of the Limited Liability Partnership to creditors is limited to capital originally invested while sole proprietorship/partnership have unlimited liability to their creditors.

Limited Liability Partnership is a legal entity, it will not be terminated in the case of changes in partners.

9) Can I determine the date of incorporation for a Limited Liability Partnership?

Some business owners may request their Limited Liability Partnership to be registered at certain date due to personal favor, fengshui, or private reason. However, due to the various type of unforeseen factors from Companies Commission of Malaysia (SSM) such as staff absenteeism, online system corruption and etc., we are not able to determine the date of incorporation of the new Limited Liability Partnership.

10) Can a Limited Liability Partnership invest by another company (e.g. holding company)?

Yes, but please take note that the holding company must pass a directors’ resolution to confirm their investment and corporate representative in the Limited Liability Partnership.

11) When shall a Limited Liability Partnership submit its annual declaration?

A Limited Liability Partnership shall lodge with Companies Commission of Malaysia (SSM) an annual declaration for each calendar year not later than ninety days from the end of the financial year of the Limited Liability Partnership.

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.

12) What is the minimum contribution (capital) of Limited Liability Partnership?

There is no minimum paid in capital requirement upon incorporation of a Limited Liability Partnership under Limited Liability Partnerships Act 2012.

13) Ownership and Control of business – Who is the person running the business?

A Limited Liability Partnership can be terminated by the following methods:

  • Voluntary winding up
  • Strike off under Section 51 of Limited Liability Partnerships Act 2012
  • Winding up by court order

14) Can I set up / incorporate Limited Liability Partnership myself?

Yes, you can do so if you are compliance officer of the Limited Liability Partnership. However a compliance officer is personally liable to all penalties including administrative penalty imposed on the Limited Liability Partnership. Therefore, we suggest you engage our services directly if you are not familiar with the Limited Liability Partnerships Act 2012, this will save your time and effort.

15) Who shall set up a Limited Liability Partnership?

  • Business with high risk
  • Business involved many partners (e.g. Joint Venture)
  • Foreigners
  • Professional Groups (e.g. Lawyer, Accountants, Company Secretaries)

16) What are the differences between Limited Liability Partnership and Private Limited Company (Sdn. Bhd.)

There are many fundamental differences between an LLP and a company. Amongst others, the differences are: –

  • No issuance of shares
  • Flexibility in making decisions
  • No formal requirement for Annual General Meetings
  • No requirement to submit financial statements to SSM
  • Accounts need not be audited.

17) What are the responsibilities and liabilities of a compliance officer?

The main responsibilities of a compliance officer are such as: –

  • Registering any changes in registered particulars of the LLP
  • Keeping and maintaining registers and records of the LLP; and
  • Ensuring publication of names of the LLP in accordance with the provisions of the Act.

A compliance officer is personally liable to all penalties including administrative penalty imposed on the LLP unless if he can prove that he is not liable.

18) Can there be more than one compliance officer? Is there any limit to the number of partners?

Yes. There are no limits for maximum number of partners.

19) Can LLP own assets/properties under its own name like a company?

Yes. LLP being a separate legal entity can own assets/properties just like a company.

20) Is an audit of the Limited Liability Partnership accounting required?

Unless provided in the agreement, there is no mandatory auditing requirement for LLPs.