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Limited Liability Partnership (LLP)​ -SSM

By January 2, 2019 No Comments

What is it?

Limited Liability Partnership (LLP) is an alternative business vehicle regulated under the Limited Liability Partnerships Act 2012 which combines the characteristics of a company and a conventional partnership.
 
 
Who is it for?
The LLP business structure is designed for all lawful business purposes with a view to make profit. LLP may also be formed by professionals such as Lawyers, Chartered Accountants and Company Secretaries for the purpose of carrying on their professional practice. The LLP concept will also support start ups, small and medium enterprises (SMEs) to grow their businesses without having to worry too much on their personal liabilities, personal assets and strict compliance requirements.
 
 
Salient features
Amongst others, LLP is featured with the protection of limited liability to its partners similar to the limited liability enjoyed by shareholders of a company coupled with flexibility of internal business regulation through partnership arrangement similar to a conventional partnership.
Any debts and obligations of the LLP will be borne by the assets of the LLP and not that of its partners’. An LLP has the legal status of a body corporate which is capable of suing and being sued in its own name, holding assets and doing such other acts and things in its name as bodies corporate may lawfully do and suffer.
LLP also offers flexibility in terms of its formation, maintenance and termination while simultaneously has the necessary dynamics and appeal to be able to compete domestically and internationally. With the introduction of LLP, entrepreneurs will have more options to choose the most preferred form of business vehicle. For more information click the following:-
PLT is an alternative business vehicle to carry out business which combines the characteristics of private companies and conventional partnerships. PLT provides limited liability status to its partners and offers the flexibility of internal rules through agreements between partners.
 
 
​​​Salient Features of LLP

  1. The LLP is a body corporate and has the legal personality separate from the partners (separate legal entity).
  2. LLP is a perpetual succession.
  3. Any partnership in the partnership will not affect the existence, right or liberty of the LLP.
  4. LLP has unlimited capability and is capable of suing and be sued for it, acquire, owning, holding and develop or dispose of property.
  5. LLP may do and suffer such other acts and things as bodies corporate may lawfully do and suffer.
 

Registration of LLP


  1. By minimum two (2) persons (in whole or in part, an individual or a body corporate);
  2. For any lawful business for the purpose of making a profit; and
  3. In accordance with the terms of the LLP agreement.
 

Who can register


  1. Professionals
  2. Small and medium business.
  3. Joint Venture.
  4. Venture Capital (Venture Capital)
 

Information required for registration LLP


  1. Proposed name of the LLP
  2. Nature of business
  3. Address of registered office
  4. Name and details of partner
  5. Name and details of compliance officer
  6. Letter of approval from professional body (if any)
 

Compliance Officer

Registration of LLP is made by the compliance officer appointed by LLP:

  1. One of his partners or a person qualified to act as secretary under the Companies Act 1965;
  2. At least 18 years old and Malaysian citizen/permanent resident; and
  3. Usually living in Malaysia.
 

Registration fee

Fee for registration of LLP is RM500.00
 
 
Note:

  1. Only notice of registration will be issued.
  2. Certificate of registration of LLP will be issued by SSM upon request together with the prescribed fee.

* Click here to access the MyLLP portal.

Conversion of Limited Liability Partnership


Types of conversion 

  1. From con​ventional partnership;
  2. From Private company; or
  3. From c​onventional professional firms to LLP for Professional Practices
Application for conversion 
Only the Compliance Officer appointed by LLP may lodge the application of conversion:
  1. One partner or company secretary ​(pursuant to the Companies Act 2016)
  2. Individuals who are citizens/permanent residents of Malaysia aged 18 years and over
​​Procedures for conversion to LLP 
    1. ​​From Conventional Partnership to LLP
      • The name and registration number of conventional partnership;
      • The date on which the conventional partnership was registered under the Business Registration Act 1956 or any other written law;
      • The partner is composed of the same person;
      • That as the date of the application, the conventional partnership appears to be liable to pay its debts as they become due in the normal course of business;
      • Name of proposed LLP;
      • General nature of proposed business of LLP;
      • Proposed registered office of LLP;
      • Names and details of every person who is to be a partner of LLP;
      • Names and details of compliance officers of LLP;​
    2. From Private Companies to LLP
      • ​​​The Name and registration number of the private company;
      • The date on which the private company was incorporated under the Companies Act 1965 or 2016;
      • That as at the application date, the private company appears to be able to pay its debts as they become due in the normal course of business;
      • That as at the application date, all outstanding statutory fees or any amount owing to any government agency has been settled;
      • That the private company has placed an advertisement in at least one widely circulated newspaper in Malaysia and published a notification in the Gazette of its intention to convert to a limited liability partnership;
      • That all the creditors have agreed with the application to convert to LLP
      • All shareholders agree with the application to convert to LLP
      • Name of proposed LLP;
      • General nature of proposed business of LLP;
      • Proposed registered office of LLP;
      • Names and details of every person who is to be a partner of LLP;
      • Names and details of compliance officers of LLP;
  1. From conventional professional firms to LLP for Professional Practices
    • ​The name and registration number (if any) of the conventional professional firm;
    • The date on which the conventional professional firm was registered under the relevant law;
    • That as at the date of the application, the conventional professional firm appears to be able to pay its debts as they become due in the normal course of business;
    • A letter of approval or letter of no objection from the relevant governing body as specified in the third column of the First Schedule of the LLP Act 2012;
    • Name of proposed LLP;
    • General nature of proposed business of LLP;
    • Proposed registered office of LLP;
    • Names and details of every person who is to be a partner of LLP;
    • Names and details of compliance officers of LLP;

Registration fee

Fee for LLP conversion is RM500.00
Note:
Only notice of conversion will be issued.
Certificate of registration of LLP would be issued by SSM upon request together with the prescribed fee.

​How to notify the changes in particulars of Limited Liability Partnership?


  1. Notify Registrar within 14 days from date of changes via online.
  2. Changes in particulars of Limited Liability Partnership that can be registered are as follows :
    • Change of Registered Address
    • Change of Business Address
    • Changes of Business Type
    • Change of Information of partner and compliance officer
 

Who can notify changes?


Compliance Officer

  
​Fee?
RM30.00

Every Limited Liability Partnership shall lodge Annual Declaration annually within 90 days from the end of the financial year.

The first Annual Declaration shall be lodged not later than 18 months from the date of the registration.
 
 
How to submit the Annual Declaration?
Online submission via access https://www.myllp.com.my
 
 
Who can submit the Annual Declaration ?
Compliance Officer
 
Fee?
RM200
 
 
Reference :

Dissolution of Limited Liability Partnership


Section 50 of the Limited Liability Partnership (LLP) Act 2012 shall apply to a voluntary winding-up of a Limited Liability Partnership. S.51 of the LLP Act 2012 Power of Registrar to strike-off limited liability partnerships from the register is reserved for the Registrar. There is no guideline issued for application to strike-off LLP. Thus, no application is allowed under this provision.

How to submit the application?

Online submission via access https://www.myllp.com.my
Who can submit the application?​
Applicant must be one of the partner and must be registered as a Verified User or Verified Professional User. A Compliance Officer who is also a Partner may apply.
Fee?
RM100
Extension of Time? Any Fee?
If the applicant is unable to submit the application within the stipulated timeframe, the applicant may apply for an extension of time to the Registrar for a longer timeframe with a fee of RM50, provided that the application for an extension of time is made within the seven-day period.
The timeframe extended by the Registrar will not exceed thirty days from the end of the seven-day period.
Can the applicant withdraw the application? Any Fee?
The applicant may withdraw the application at any time before the declaration of dissolution is made by the Registrar by writing to the Registrar indicating the reasons for the withdrawal of the application. The fee is RM100.
Can anyone make an objection?
Any partner or creditor of the LLP may make an objection against the proposed dissolution of the LLP within thirty (30) days from the date of the posting of the notice referred to in paragraph 4(a) or the publication of the notice in the newspaper referred to in paragraph 4(c), whichever is the later.
The objection may be made in writing to the Registrar to the following address:
Director Registration Services Division (Insolvency Section) Suruhanjaya Syarikat Malaysia
Level 19, Menara SSM@Sentral,
No. 7 Jalan Stesen Sentral 5,
Kuala Lumpur Sentral, 50623 
Kuala Lumpur.
What are the supporting documents?

Applicant is required to upload:

  1. A written notice from the Inland Revenue Board of Malaysia stating that it has no objection to the Registrar making a declaration of dissolution of the limited liability partnership;
  2. A copy of the notice sent to all partners under section 50(4). (Notice to partners + proof of acknowledged receipt/ registered post);
  3. Copies of the publication made in the newspapers. (i.e. Advertisement in BM newspaper & Advertisement in English newspaper); and
  4. A Statutory Declaration made under section 50(3).

Reference:Guideline for Declaration of Dissolution in a Voluntary Winding- up of a Limited Liability Partnership

  • Sample of advertisements in BM & English are provided in the guidelines. Please refer to appendix A for Bahasa Malaysia & appendix B for English.
  • Sample of Statutory Declaration is provided in the guidelines. It must be attested by Commissioner for Oath.

Please note:

  • Form 16 & form 17 are not applicable for on-line application.
  • Application must be submitted within 7 days from the date of notice to partners or date of notice advertised in the newspaper (whichever is the later).
  • Applicant is required to complete the online- template:
  1. VW101- Notification of Declaration of Dissolution.
  2. VW107 – Notice of Completion of Distribution. (Within 14 days after the surplus assets have been distributed).

* VW107 must be completed and submitted even if the LLP has no assets.

Click here for more information about Limited Liability Partnership (LLP)

 

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