LIMITED LIABILITY PARTNERSHIPS ACT 2012

1 PART I PRELIMINARY-1. Short title and commencement.

(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 .

2 PART I PRELIMINARY-2. Interpretation.

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 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
3 PART II FUNDAMENTALS OF A LIMITED LIABILITY PARTNERSHIP-3. Separate legal personality and capacity.

(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-

(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.

4 PART II FUNDAMENTALS OF A LIMITED LIABILITY PARTNERSHIP-4. Non-applicability of partnership law.

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.

5 PART III FORMATION AND REGISTRATION-5. [Deleted]

(Deleted by Act A1477:s.3)

6 PART III FORMATION AND REGISTRATION-6. Formation of limited liability partnerships.

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.

7 PART III FORMATION AND REGISTRATION-7. Carrying on business with less than minimum partners.

(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 application from the remaining partner, provided that the period so extended by the Registrar does not exceed one year.

(2) If a limited liability partnership carries on business with fewer than two partners for a period longer than the period referred to in subsection (1), a person shall, notwithstanding subsections 21(1) and (2), be personally liable, jointly and severally with the limited liability partnership, for any obligation of the limited liability partnership incurred during the period that the limited liability partnership so carries on business after the period referred to in subsection (1) if, at the time the obligation was incurred, the person-

(a) was a partner of the limited liability partnership; and

8 PART III FORMATION AND REGISTRATION-8. Partnership for professional practice.

A limited liability partnership may be formed for the purpose of carrying on a professional practice which partners shall-

(a) consist of natural persons who are practising the same professional practice and no one else; and

(b) have in force professional indemnity insurance cover for an amount of not less than the amount-

(i) approved by the Registrar; or

(ii) in the case where the professional practice is governed by a governing body as specified under the third column of the First schedule, approved by the Registrar after consultation with the governing body.

9 PART III FORMATION AND REGISTRATION-9. Limited liability partnership agreement.

(1) Except as otherwise provided by this Act, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of the limited liability partnership and its partners, shall be governed-

(a) by the limited liability partnership agreement; and

(b) in the absence of agreement as to any matter set out in the second schedule, by any provision relating to that matter as set out in the second schedule.

(2) The limited liability partnership agreement shall be in the national language or English language, and shall consist of the following particulars:

(a) the name of the limited liability partnership;

(b) the nature of business of the limited liability partnership;

(c) the amount of capital contribution by each partner; and

(d) that the partners have agreed to becom
10 PART III FORMATION AND REGISTRATION-10. Application for registration.

(1) A person may apply for registration of a limited liability partnership to the Registrar and the application shall be accompanied by the prescribed fee and such documents as may be specified by the Registrar.

(2) The application under subsection (1) shall include a statement which is signed by every person who is to be a partner of the limited liability partnership containing the following particulars:

(a) the name of the proposed limited liability partnership;

(b) the general nature of the proposed business of the limited liability partnership;

(c) the proposed registered office of the limited liability partnership;

(d) the name, nationality and the usual place of residence of every person who is to be a partner and, where any of the partners is a body corporate, the corporate name, place of incorporation, establishment or origin, registration number and regist
11 PART III FORMATION AND REGISTRATION-11. Registration of limited liability partnerships.

(1) Upon being satisfied that the application under section 10 has complied with the requirements of registration under this Act, the Registrar shall-

(a) register the limited liability partnership and allocate a registration number for the limited liability partnership; and

(b) issue a notice of registration in such form as the Registrar may determine.

(2) On and from the date of registration specified in the notice of registration issued under subsection (1), there shall be a limited liability partnership by the name and registration number as specified in the notice.

(3) The notice of registration under subsection (1) is conclusive evidence that the requirements of this Act in respect of the registration have been complied with and that the limited liability partnership is duly registered under this Act.

(4) Upon application by a limited liability partnership and on
12 PART III FORMATION AND REGISTRATION-12. Power to refuse registration.

(1) Notwithstanding any provision of this Act, the Registrar shall refuse to register a limited liability partnership under this Act where he is satisfied that-

(a) the registration of the limited liability partnership would be contrary to the national security or interest; or

(b) the proposed business is likely to be used for-

(i) a charitable purpose;

(ii) an unlawful purpose; or

(iii) purposes prejudicial to public peace, welfare or good order or morality in Malaysia.

(2) Any person aggrieved by the decision of the Registrar under subsection (1) may, within thirty days of the date of the decision, appeal to the Minister whose decision shall be final.

13 PART III FORMATION AND REGISTRATION-13. Name of limited liability partnership.

(1) The name of a limited liability partnership shall end with the words "Perkongsian Liabiliti Terhad" or the abbreviation "PLT".

(2) Except with the consent of the Minister, a limited liability partnership shall not be registered under a name that in the opinion of the Registrar is-

(a) undesirable;

(b) identical to an existing body corporate or business;

(c) identical to a name that is being reserved under this Act or the Companies Act 1965; or

(d) a name of a kind that the Minister has directed the Registrar not to accept for registration.

(3) The Registrar shall publish in the Gazette any direction referred to in paragraph (2) (d) .

14 PART III FORMATION AND REGISTRATION-14. Reservation of names.

(1) A person may apply to the Registrar for the reservation of a name as-

(a) the name of the proposed limited liability partnership prior to its registration; or

(b) the name to which a limited liability partnership proposes to change its name under section 15.

(2) Upon being satisfied that the name is not one which may be refused on any ground referred to in subsection 13(2) and on payment of the prescribed fee, the Registrar may reserve the name for a period of thirty days from the date of lodgment of the application or such longer period as the Registrar may allow.

15 PART III FORMATION AND REGISTRATION-15. Change of name of limited liability partnership.

(1) A limited liability partnership may change its name to a name that is acceptable by the Registrar in accordance with section 13.

(2) Where a limited liability partnership changes its name under this section, the Registrar shall-

(a) enter the new name in the register in place of the former name; and

(b) issue a notice of confirmation of the change of name.

(3) The change of name under this section shall have effect from the date on which the notice of confirmation was issued under paragraph (2) (b) .

(4) A change of name of a limited liability partnership under this Act does not-

(a) affect any rights or obligations of the limited liability partnership; or

(b) render defective any legal proceedings by or against the limited liability partnership.

(5) Any legal proceedings that might have be
16 PART III FORMATION AND REGISTRATION-16. Power of registrar to require change of names.

(1) The Registrar may direct a limited liability partnership to change its name, if in his opinion, the name by which the limited liability partnership is registered is a name which is prohibited from registration under subsection 13(2).

(2) If a direction is issued under subsection (1), the limited liability partnership shall comply with the direction within thirty days from the date of the direction or such longer period as the Registrar may allow.

(3) Any limited liability partnership which fails to comply with a direction given under subsection (2) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

17 PART III FORMATION AND REGISTRATION-17. Registration of changes in particulars.

(1) If any change is made or occurs in the registered particulars of a limited liability partnership, the limited liability partnership shall notify the Registrar of such change within fourteen days or such further period as the Registrar may on application allow.

(2) The Registrar may, upon receipt of the notification referred to in subsection (1) and on payment of the prescribed fee, register such change.

(3) Notwithstanding subsection (1), if any person who ceases to be a partner in a limited liability partnership reasonably believes that the limited liability partnership has not notified the fact of the cessation to the Registrar such partner may lodge the notification of cessation with the Registrar.

(4) The Registrar may, in any particular case, require a notification lodged under subsection (1) to be rectified by the limited liability partnership in such manner as the Registrar considers fit.

(5) A limited liabili
18 PART III FORMATION AND REGISTRATION-18. Registered office.

(1) A limited liability partnership shall at all time have a registered office in Malaysia to which all communications and notices may be addressed.

(2) A limited liability partnership may change the address of its registered office from time to time by lodging a notice of change with the Registrar in accordance with section 17.

(3) Notwithstanding subsection (2), until the end of a period of thirty days beginning on the date on which a change of address of a limited liability partnership is registered, a person may validly serve any document on the limited liability partnership at its previous registered office.

(4) A limited liability partnership and its partners who fail to comply with subsection (1) commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offen
19 PART III FORMATION AND REGISTRATION-19. Registers and documents to be kept at registered office.

(1) A limited liability partnership shall keep at its registered office-

(a) a notice of registration issued under paragraph 11(1) (b) ;

(b) a register of the name and address of each partner and compliance officer;

(c) a copy of the most recent annual declaration;

(d) a copy of any statement lodged with the Registrar under this Act;

(e) a copy of any certificate, if any, issued by the Registrar under this Act;

(f) a copy of the limited liability partnership agreement and any amendment thereto;

(g) a copy of any instrument relating to any charge created by the limited liability partnership; and

(h) any other documents that the Registrar may, from time to time, require to be kept.

(2) The documents kept under subsection (1) shall be made available for inspection and copying duri
20 PART III FORMATION AND REGISTRATION-20. Publication of names.

(1) Every limited liability partnership shall display its name and registration number outside its registered office and place of business.

(2) Notwithstanding subsection (1), the Registrar may, on the application of a limited liability partnership, exempt the limited liability partnership from all or any requirements under subsection (1) if he is satisfied that it is not practicable for the limited liability partnership to do so.

(3) The name and registration number of the limited liability partnership shall appear on every letterhead, invoice, bill, publication including electronic medium, website or other official documents issued by the limited liability partnership.

(4) If a limited liability partnership has changed its name under section 15, the former name of the limited liability partnership shall appear beneath its present name on every letterhead, invoice, bill, publication including electronic medium, website or other
21 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-21. Limited liability of partners.

(1) Any obligation of a limited liability partnership whether arising in contract, tort or otherwise, is solely the obligation of the limited liability partnership.

(2) A partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for an obligation referred to in subsection (1) solely by reason of being a partner of the limited liability partnership.

(3) Subsections (1) and (2) shall not affect the personal liability of a partner in tort for his own wrongful act or omission, but a partner shall not be personally liable for the wrongful act or omission of any other partner of the limited liability partnership.

(4) Where a partner of a limited liability partnership is liable to any person, other than another partner of the limited liability partnership, as a result of that partner's wrongful act or omission in the course of the business of the limited liability partne
22 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-22. Liability of partners when limited liability partnership is insolvent.

(1) Notwithstanding anything under this Act, a partner or former partner of a limited liability partnership who receives a distribution from the limited liability partnership-

(a) when the limited liability partnership is insolvent and knew or ought to have known at the time of the distribution that the limited liability partnership was insolvent; or

(b) which results in the limited liability partnership becoming insolvent and knew or ought to have known at the time of distribution that the limited liability partnership would become insolvent as a result of the distribution, shall be personally liable to the limited liability partnership for the amount or value of the distribution if it was received within a period of two years before the commencement of the winding-up of the limited liability partnership.

(2) For the purposes of this section-

(a) a limit
23 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-23. Power of partner to bind the limited liability partnership.

(1) Every partner of a limited liability partnership is the agent of the limited liability partnership.

(2) Notwithstanding subsection (1), a limited liability partnership is not bound by anything done by a partner in dealing with a person if-

(a) the partner is acting without authority; and

(b) the person with whom the partner is dealing-

(i) knows that the partner has no authority; or

(ii) does not know that he is a partner of the limited liability partnership.

(3) Where a person has ceased to be a partner of a limited liability partnership, the former partner is to be regarded, in relation to any person dealing with the limited liability partnership, as still being a partner of the limited liability partnership unless-

(a) the person dealing with the limited liability partnership knows that the former
24 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-24. Cessation of partnership interest.

(1) A partner of a limited liability partnership may cease to be a partner-

(a) in accordance with the limited liability partnership agreement; or

(b) in the absence of such agreement, by that partner giving thirty days' notice to the other partners of that partner's intention to resign as a partner.

(2) Without affecting the generality of subsection (1)-

(a) a partner of a limited liability partnership shall cease to be a partner upon the death or dissolution of the partner; and

(b) in the case of a limited liability partnership which is formed for the purposes of carrying on any professional practice, a partner shall cease to be a partner if he has been disqualified from carrying out the professional practice under the relevant governing law as specified in the third column of the First schedule.

(3) Where a partne
25 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-25. Bankruptcy of partner.

(1) If a partner of a limited liability partnership is adjudicated a bankrupt-

(a) his bankruptcy shall not by itself cause him to cease being a partner of the limited liability partnership;

(b) the Director General of insolvency or trustee of the estate of the bankrupt partner shall be entitled to receive distribution from the limited liability partnership which the bankrupt partner is entitled to receive under the limited liability partnership agreement; and

(c) the bankrupt partner, the Director General of insolvency or trustee of the estate of the bankrupt partner shall not interfere in the management of the limited liability partnership.

(2) Notwithstanding paragraph (1) (c) , a bankrupt partner may take part in the management of the limited liability partnership-

(a) with the leave of the Director General of insolvency; or
Legal Commentary on Limited Liability Partnerships Act 2012 - Section 25
Introduction
The Limited Liability Partnerships Act 2012 provides a legal framework for the establishment and operation of limited liability partnerships (LLPs) in Malaysia. Section 25 specifically addresses the implications of a partner's bankruptcy on the partnership.
What does Section 25 Say
Section 25 of the Limited Liability Partnerships Act 2012 outlines the consequences and procedures that arise when a partner in an LLP becomes bankrupt. It establishes the legal standing of the partnership in relation to the bankrupt partner's obligations and liabilities.
Essential Ingredients
Bankruptcy Definition: The section defines what constitutes bankruptcy for a partner within the context of an LLP.
Impact on Partnership: It specifies how the bankruptcy of a partner affects the partnership's operations and liabilities.
Rights of Remaining Partners: The section delineates the rights and responsibilities of the remaining partners in the event of a partner's bankruptcy.
Scope of Section
The scope of Section 25 is limited to the circumstances surrounding a partner's bankruptcy and its direct effects on the LLP. It does not extend to other forms of partner misconduct or operational issues within the LLP.
Punishment for Section
Failure to comply with the provisions of Section 25 can result in penalties, including fines. The specific penalties may vary based on the nature of the offence and the jurisdiction.
Legal Comments
Bankruptcy Consequences - The bankruptcy of a partner can significantly impact the financial stability of the LLP, as the remaining partners may have to absorb the bankrupt partner's liabilities.
Liability Limitation - The LLP structure inherently limits the liability of partners, but bankruptcy can complicate this protection.
Designated Partner Responsibility - The designated partner may face additional scrutiny and potential penalties if the partnership fails to manage the implications of a partner's bankruptcy effectively.
Financial Penalties - A limited liability partnership that does not adhere to Section 25 may incur fines, which can be substantial, potentially reaching up to RM200,000.
Legal Framework - The Act provides a comprehensive legal framework that balances the interests of creditors and partners in the event of bankruptcy.
Operational Continuity - The section aims to ensure that the LLP can continue its operations despite the bankruptcy of one of its partners, thereby protecting the interests of the remaining partners.
Transparency and Governance - The provisions in Section 25 contribute to the overall transparency and governance of LLPs, ensuring that all partners are aware of their rights and obligations.
Judicial Interpretation - Courts may interpret Section 25 in various ways, which can lead to differing outcomes in bankruptcy cases involving LLPs.
Impact on Creditors - Creditors may have limited recourse against the LLP in the event of a partner's bankruptcy, which underscores the importance of understanding the implications of Section 25.
Regulatory Compliance - LLPs must ensure compliance with Section 25 to avoid legal repercussions and maintain their operational integrity.
Partnership Agreements - The section highlights the importance of having clear partnership agreements that address the implications of a partner's bankruptcy.
Risk Management - LLPs should implement risk management strategies to mitigate the impact of a partner's bankruptcy on the partnership's overall health.
Legal Recourse - The Act provides avenues for legal recourse for partners affected by the bankruptcy of a fellow partner, ensuring that their interests are protected.
Public Policy Considerations - The provisions in Section 25 reflect broader public policy considerations aimed at maintaining the stability of business entities in the face of individual partner insolvency.
Future Amendments - As the business landscape evolves, there may be future amendments to Section 25 to address emerging issues related to partner bankruptcy in LLPs.
Educational Resources - It is crucial for partners in an LLP to educate themselves about Section 25 to navigate potential bankruptcy scenarios effectively.
Comparative Analysis - A comparative analysis with similar provisions in other jurisdictions can provide insights into the effectiveness of Section 25 in managing partner bankruptcy.
Stakeholder Engagement - Engaging with stakeholders, including legal advisors and financial consultants, can help LLPs better understand and comply with Section 25.
Long-term Planning - LLPs should incorporate long-term planning strategies that consider the potential for partner bankruptcy and its implications on the partnership.
26 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-26. Assignment of interests.

(1) Unless otherwise provided in the limited liability partnership agreement, a partner may assign the whole or any part of that partner's interest in the distribution from the limited liability partnership but only to the extent that the partner would have been entitled to receive.

(2) An assignment under subsection (1) shall not by itself-

(a) cause the partner to cease being a partner of the limited liability partnership; and

(b) entitle the assignee to interfere in the management of the limited liability partnership.

27 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-27. Compliance officer.

(1) A limited liability partnership shall appoint at least one compliance officer from amongst its partners or persons qualified to act as secretaries under the Companies Act 1965 who-

(a) is a citizen or permanent resident of Malaysia; and

(b) ordinarily resides in Malaysia.

(2) Every limited liability partnership shall ensure that the particulars of every person who acts as a compliance officer of the limited liability partnership and his consent to act as such are lodged with the Registrar.

(3) The compliance officer shall give notice in writing of his intention to vacate the office to the limited liability partnership.

(4) Upon giving the notice under subsection (3), the compliance officer may lodge with the Registrar notice of his intention to vacate the office.

(5) Where the compliance officer has lodged the notice with the Registrar under subsection (4),
28 PART IV MANAGEMENT OF A LIMITED LIABILITY PARTNERSHIP-28. Disqualification to act as a compliance officer.

(1) A person shall not act as a compliance officer if-

(a) he is an undischarged bankrupt; or

(b) he is disqualified to act as a director or secretary under the Companies Act 1965.

(2) A person who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding three years or to both.

29 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-29. Conversion from conventional partnership to limited liability partnership.

(1) A conventional partnership may convert to a limited liability partnership if and only if the partners of the limited liability partnership to which the conventional partnership is to be converted, comprises all the partners of the conventional partnership and no one else.

(2) In this Part, "convert" , in relation to a conventional partnership converting to a limited liability partnership, means a transfer of the properties, interests, rights, privileges, liabilities, obligations and the undertaking of the conventional partnership to the limited liability partnership.

30 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-30. Conversion from private company to limited liability partnership.

(1) A private company may convert to a limited liability partnership if and only if-

(a) there is no security interest in its assets subsisting or in force at the time of application; and

(b) the partners of the limited liability partnership to which it is to be converted comprises all the shareholders of the private company and no one else.

(2) In this Part, "convert" , in relation to a private company converting to a limited liability partnership, means a transfer of the properties, interests, rights, privileges, liabilities, obligations and the undertaking of the private company to the limited liability partnership.

31 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-31. Statements to be lodged.

(1) A conventional partnership may apply to convert to a limited liability partnership by lodging with the Registrar-

(a) a statement signed by all of its partners in such medium and form as the Registrar may determine containing the following particulars:

(i) the name and registration number of the conventional partnership, where applicable;

(ii) the date on which the conventional partnership was registered under the Registration of Businesses Act 1956 or any other written law; and

(iii) that as at the date of the application, the conventional partnership appears to be able to pay its debts as they become due in the normal course of business; and

(b) a statement and an approval letter referred to in subsections 10(2) and (3), respectively.

(2) A private company may apply to convert to a limited liability partnership by lodging with t
32 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-32. Registration of conversion.

(1) On receiving the statement from the conventional partnership or private company under section 31, the Registrar may, subject to the provisions of this Act, register the limited liability partnership and issue a notice of registration in such form as the Registrar may determine stating that the limited liability partnership is, on and from the date specified in the notice, registered under this Act.

(2) Nothing in this section shall be construed as to require the Registrar to register a limited liability partnership if he is not satisfied with the particulars or other information furnished under the provisions of this Act.

33 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-33. Effect of registration.

(1) On and from the date of registration-

(a) there shall be a limited liability partnership by the name specified in the notice of registration, with all the attributes described in Part ii of this Act and subject to the provisions of this Act;

(b) all properties vested in the conventional partnership or private company, all interests, rights, privileges, liabilities and obligations relating to the conventional partnership or private company, and the whole of the undertaking of the conventional partnership or private company, as the case may be, shall be transferred to and shall vest in the limited liability partnership without further assurance, act or deed;

(c) the conventional partnership or private company shall be deemed to be dissolved; and

(d) the conventional partnership, if registered under the Registration of Businesses Act 1956, shall be removed from the regist
34 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-34. Pending proceedings.

All proceedings by or against the conventional partnership or private company, as the case may be, which are pending on the date of registration may be continued, completed and enforced by or against the limited liability partnership.

35 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-35. Continuance of conviction, ruling, order or judgment.

Any conviction, ruling, order or judgment in favour of or against the conventional partnership or private company may be enforced by or against the limited liability partnership.

36 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-36. Existing agreements.

Every agreement to which the conventional partnership or private company was a party immediately before the date of registration, whether or not of such nature that the rights and liabilities thereunder could be assigned, shall have effect as from that day as if-

(a) the limited liability partnership were a party to such an agreement instead of the conventional partnership or private company; and

(b) for any reference to the conventional partnership or private company, as the case may be, there were substituted in respect of anything to be done on or after the date of registration a reference to the limited liability partnership.

37 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-37. Existing contracts, etc .

All deeds, contracts, schemes, bonds, agreements, applications, instruments and arrangements subsisting immediately before the date of registration relating to the conventional partnership or private company, or to which the conventional partnership or private company is a party, shall continue in force on and after that date as if they relate to the limited liability partnership and shall be enforceable by or against the limited liability partnership as if the limited liability partnership were named therein or were a party thereto instead of the conventional partnership or private company.

38 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-38. Continuance of employment.

Every contract of employment to which section 36 or 37 applies shall continue in force on or after the date of registration as if the limited liability partnership were the employer under the contract of employment instead of the conventional partnership or private company, as the case may be.

39 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-39. Existing appointment, authority or power.

(1) Every appointment of the conventional partnership or private company in any role or capacity which is in force immediately before the date of registration shall take effect and operate from that date as if the limited liability partnership were appointed.

(2) Any authority or power conferred on the conventional partnership or private company which is in force immediately before the date of registration shall take effect and operate from that date as if it were conferred on the limited liability partnership.

40 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-40. Non-application of sections 33 to 39.

Sections 33 to 39 shall not apply to any approval, permit or licence issued under any written law to the conventional partnership or private company which is in force immediately before the date of registration of the limited liability partnership.

41 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-41. Liabilities and obligations of partners before conversion.

(1) Notwithstanding sections 33 to 39, every partner of a conventional partnership that has converted to a limited liability partnership shall continue to be personally liable, jointly and severally with the limited liability partnership, for the liabilities and obligations of the conventional partnership which were incurred prior to the conversion or which arose from any contract entered into prior to the conversion.

(2) If any such partner discharges any liability or obligation referred to in subsection (1), that partner shall be entitled, subject to any agreement with the limited liability partnership to the contrary, to be fully indemnified by the limited liability partnership in respect of such liability or obligation.

42 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-42. Notice of conversion in invoices and correspondence.

(1) The limited liability partnership shall ensure that for a period of twelve months commencing fourteen days after the date of registration, every invoice or official correspondence of the limited liability partnership bears the following:

(a) a statement that it was, as from the date of registration, converted from a conventional partnership or private company, as the case may be, to a limited liability partnership; and

(b) the name and registration number, if applicable, of the conventional partnership or private company from which it was converted.

(2) A limited liability partnership which fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction
43 PART V CONVERSION TO LIMITED LIABILITY PARTNERSHIPS-43. Existing statutory books, registers, records, etc .

(1) All statutory books, registers and other records that are required to be maintained or kept by a private company under the Companies Act 1965 shall be transferred to the limited liability partnership and kept at its registered office for a period of seven years from the date of registration.

(2) A limited liability partnership and every partner of the limited liability partnership who fail to comply with subsection (1) commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

44 PART VI FOREIGN LIMITED LIABILITY PARTNERSHIPS-44. Foreign limited liability partnerships.

(1) A foreign limited liability partnership shall not carry on business in Malaysia unless it is registered as a foreign limited liability partnership under this Act.

(2) A foreign limited liability partnership shall not be regarded as carrying on business in Malaysia for the reason only that within Malaysia it carries on activities as specified in the Third schedule.

(3) A person who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding three years or to both.

45 PART VI FOREIGN LIMITED LIABILITY PARTNERSHIPS-45. Registration of foreign limited liability partnerships.

(1) For the purpose of registration of a foreign limited liability partnership, in addition to the requirements under section 10, the foreign limited liability partnership shall lodge with the Registrar-

(a) a certified copy of the certificate of registration or any other similar document in its place of incorporation, establishment or origin; and

(b) a certified copy of its charter or instrument defining its constitution, if any.

(2) Upon being satisfied that the requirements of this Act have been complied with and on payment of the prescribed fee, the Registrar shall-

(a) register the foreign limited liability partnership and allocate a registration number for the foreign limited liability partnership; and

(b) issue a notice of registration in such form as the Registrar may determine.

46 PART VI FOREIGN LIMITED LIABILITY PARTNERSHIPS-46. Requirements of foreign limited liability partnerships.

(1) Notwithstanding anything under this Act, a foreign limited liability partnership shall appoint at all times at least one compliance officer from amongst its partners or persons qualified to act as secretaries under the Companies Act 1965 who-

(a) is a citizen or permanent resident of Malaysia; and

(b) ordinarily resides in Malaysia.

(2) A foreign limited liability partnership shall ensure that the particulars of every person who acts as compliance officer of the foreign limited liability partnership and his consent to act as such are lodged with the Registrar.

(3) The compliance officer shall give notice in writing of his intention to vacate the office to the foreign limited liability partnership.

(4) Upon giving the notice under subsection (3), the compliance officer may lodge with the Registrar a notice of his intention to vacate the office.

(5) Where the
47 PART VI FOREIGN LIMITED LIABILITY PARTNERSHIPS-47. Cessation of business in Malaysia.

(1) If a foreign limited liability partnership ceases to have a place of business or to carry on business in Malaysia, it shall lodge with the Registrar a notice of that fact within seven days after the date of cessation.

(2) The cessation of business shall take effect upon the lodgement of the notice under subsection (1).

(3) On and from that date of the lodgement of the notice under subsection (1), the obligation of the foreign limited liability partnership to lodge any document with the Registrar shall cease except those documents that ought to have been lodged before such date.

(4) The Registrar shall only remove the name of the foreign limited liability partnership from the register upon the expiration of six months from the date of the lodgement of the notice under subsection (1).

48 PART VI FOREIGN LIMITED LIABILITY PARTNERSHIPS-48. Liquidation or dissolution of foreign limited liability partnerships in place of incorporation, establishment or origin.

(1) If a foreign limited liability partnership goes into liquidation or is dissolved in its place of incorporation, establishment or origin, each person who was a compliance officer immediately before the commencement of the liquidation proceedings shall, within one month after the commencement of the liquidation or the dissolution or within such further period as the Registrar in special circumstances allows, lodge or cause to be lodged with the Registrar:

(a) a notice of such liquidation or dissolution; and

(b) where a foreign liquidator is appointed to the foreign limited liability partnership in its place of incorporation, establishment or origin, a notice of such appointment.

(2) A foreign liquidator appointed under paragraph (1) (b) shall have the powers and functions of an approved liquidator until an approved liquidator for the foreign limited liability partnership in
49 PART VII WINDING-UP, DISSOLUTION AND STRIKING-OFF-49. Receivership and winding-up by the court.

(1) Subject to sections 47 and 48-

(a) in the case of receivership of a limited liability partnership, the provisions of Part VIII (in so far as they relate to a company limited by shares) of the Companies Act 1965 shall apply; and

(b) in the case of winding-up of a limited liability partnership by the court, the provisions of Divisions 2 and 4 of Part X (in so far as they relate to a company limited by shares) of the Companies Act 1965 and the Companies (Winding-up) Rules 1972 [P.U. (A) 289/1972] shall apply.

(2) The application of Part VIII and Divisions 2 and 4 of Part X (in so far as they relate to a company limited by shares) of the Companies Act 1965, and the Companies (Winding-up) Rules 1972 under subsection (1) shall be subject to such modifications and adaptations as may be necessary, and in particular the following modifications:

(a) re
50 PART VII WINDING-UP, DISSOLUTION AND STRIKING-OFF-50. Voluntary winding-up.

(1) This section shall apply to a voluntary winding-up of a limited liability partnership.

(2) Where a limited liability partnership has ceased to operate and has discharged all its debts and liabilities, a partner of the limited liability partnership may, after giving notice in accordance with subsection (4), apply in writing to the Registrar for a declaration of dissolution of the limited liability partnership.

(3) An application for a declaration of dissolution shall be made within seven days from the date of the publication or notification referred to in subsection (4), whichever is the later, and shall be accompanied by-

(a) a statutory declaration made by one of the partners of the limited liability partnership stating-

(i) that the limited liability partnership has ceased to operate and has discharged all its debts and liabilities, other than those owed to its partners; and
<
51 PART VII WINDING-UP, DISSOLUTION AND STRIKING-OFF-51. Power of registrar to strike-off limited liability partnerships from the register.

(1) Notwithstanding any provision of this Act, if the Registrar has reason to believe that-

(a) a limited liability partnership is not carrying on business or is not in operation;

(b) a limited liability partnership has contravened this Act;

(c) it is prejudicial to the national interests for a limited liability partnership to remain on the register;

(d) there is no liquidator acting in cases of winding-up by the court as specified under paragraph 49(1) (b) ; or

(e) the affairs of a limited liability partnership are fully wound-up under section 49 or 50 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the court dissolving the limited liability partnership, he may serve a notice on the limited liability partnership notifying that its name may be struck-off the register unless the limited lia
52 PART VII WINDING-UP, DISSOLUTION AND STRIKING-OFF-52. Revocation of dissolution.

(1) Where a limited liability partnership has been dissolved under section 49, 50 or 51, any partner, creditor or aggrieved person at any time within two years from the date of the dissolution may apply to the court for revocation of the dissolution on the grounds that-

(a) the limited liability partnership has not discharged all its debts and liabilities; or

(b) it is just and reasonable that the dissolution of the limited liability partnership be revoked.

(2) If the court is satisfied with the application made under subsection (1), the court may order that the dissolution of the limited liability partnership be revoked and upon a sealed copy of the order being delivered to the Registrar for registration, the limited liability partnership shall be deemed to have continued in existence as if it had not been dissolved.

(3) The court may, by the order made under subsection (2),
53 PART VII WINDING-UP, DISSOLUTION AND STRIKING-OFF-53. Power of registrar to represent dissolved limited liability partnerships in certain circumstances.

(1) The Registrar may represent a limited liability partnership which has been dissolved under section 49, 50 or 51 or its approved liquidator to do or cause to be done any administrative action to carry out, complete or give effect to any dealing, transaction or matter which the limited liability partnership if still existing would be legally or equitably bound to carry out, complete or give effect thereto.

(2) When the Registrar executes or signs any relevant instrument or document in carrying out the administrative action under subsection (1), he shall state that he has done so in pursuance of this section and the execution or signature shall have the same force, validity and effect as if the limited liability partnership if existing had duly executed such instrument or document.

54 PART VII WINDING-UP, DISSOLUTION AND STRIKING-OFF-54. Outstanding assets of dissolved limited liability partnerships to vest in registrar.

(1) Notwithstanding any written law to the contrary, where a limited liability partnership has been dissolved under section 49, 50 or 51 and there remains any outstanding property which was vested in the limited liability partnership or to which it was entitled or over which it had a disposing power at the time it was so dissolved but which was not got in, realized upon or otherwise disposed of or dealt with by the limited liability partnership or its approved liquidator, the property shall be vested in the Registrar for all the estate and interest therein, legal or equitable, at the date the limited liability partnership was dissolved together with all claims, rights and remedies thereof.

(2) Where any claim, right or remedy of the approved liquidator may under this Act be made, exercised or availed of only with the approval or concurrence of the court or some other person, the Registrar may, for the purposes of this section, make, exercise or
55 PART VIII ENFORCEMENT-55. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

56 PART VIII ENFORCEMENT-56. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

57 PART VIII ENFORCEMENT-57. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

58 PART VIII ENFORCEMENT-58. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

59 PART VIII ENFORCEMENT-59. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

60 PART VIII ENFORCEMENT-60. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

61 PART VIII ENFORCEMENT-61. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

62 PART VIII ENFORCEMENT-62. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

63 PART VIII ENFORCEMENT-63. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

64 PART VIII ENFORCEMENT-64. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

65 PART VIII ENFORCEMENT-65. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

66 PART VIII ENFORCEMENT-66. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

67 PART VIII ENFORCEMENT-67. [Deleted]

[Part VIII, 55. Deleted by Act A1477:s.5]

68 PART IX GENERAL-68. Annual declaration.

(1) Every limited liability partnership shall lodge with the Registrar a declaration, containing the particulars as determined by the Registrar and accompanied by such documents as are required to be included in the declaration, by any two of its partners that in their opinion, the limited liability partnership-

(a) appears as at that date to be able to pay its debts as they become due in the normal course of business; or

(b) does not appear as at that date to be able to pay its debts as they become due in the normal course of business.

(2) The declaration referred to in subsection (1) shall be lodged annually within ninety days from the end of the financial year of the limited liability partnership.

(3) 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.

69 PART IX GENERAL-69. Accounting and other records to be kept.

(1) Every limited liability partnership shall keep such accounting and other records as will sufficiently explain the transactions and financial position of the limited liability partnership and enable profit and loss accounts and balance sheets to be prepared from time to time which give a true and fair view of the state of affairs of the limited liability partnership.

(2) The limited liability partnership shall retain the accounting and other records referred to in subsection (1) for a period of not less than seven years from the end of the financial year in which the transactions or operations to which those records relate are completed.

(3) The accounting and other records referred to in subsection (1) shall be kept at the registered office or such other place as the partners think fit provided that the Registrar is duly notified of that other place and the accounting and other records shall at all times be open to inspection by the
70 PART IX GENERAL-70. Registers.

(1) The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he thinks fit.

(2) Any person may, on payment of the prescribed fee-

(a) inspect any document lodged with the Registrar under this Act; or

(b) require a certified or uncertified copy of, or an extract from, any document that he is entitled to inspect.

71 PART IX GENERAL-71. Rectification of registers.

(1) A person in respect of which an entry in a register-

(a) has been omitted;

(b) is incorrect; or

(c) has been included in error, may apply to the Registrar for rectification of the register.

(2) Upon receipt of the application under subsection (1), the Registrar may require the applicant to produce such document or to furnish the Registrar with such information as the Registrar deems necessary in order to form an opinion whether the register is to be rectified.

(3) The Registrar may require the person making the application under subsection (1) to give notice of that application to such other person as the Registrar may specify, being a person who appears to the Registrar to be concerned or to have an interest in the business.

(4) The Registrar may, without an application being made under subsection (1), rectify the register where, in his view, an e
72 PART IX GENERAL-72. Relodging of lost registered documents.

(1) Where the Registrar has reasonable cause to believe that a document in relation to a limited liability partnership lodged under this Act has been lost or destroyed, he may by notice in writing direct the limited liability partnership to relodge the document in the manner and form as may be determined by the Registrar.

(2) The limited liability partnership or any compliance officer of the limited liability partnership shall, within fourteen days after the service of the notice under subsection (1) or such longer period as the Registrar may allow, comply with the direction of the Registrar.

(3) On and from the date of the lodgement made under subsection (1), the lodging of the document shall have the same force and effect as though it is made at the original date of the lodgement.

(4) No fee shall be payable upon the lodging of a document under this section.

(5) if a limited liability partnership fails to comply with t
73 PART IX GENERAL-73. Service for electronic lodgement of documents.

(1) The Registrar may provide a service for the electronic lodgement of documents required by this Act to be lodged with the Registrar.

(2) A document electronically lodged under this section shall be deemed to have satisfied the requirement for lodgement if the document is communicated or transmitted to the Registrar in such manner as may be determined by the Registrar.

(3) A document that is required to be stamped, signed or sealed shall, if it is to be electronically lodged, be certified to be true copy or authenticated in such manner as may be determined by the Registrar.

(4) A copy of or an extract from any document electronically lodged with the Registrar, or supplied or issued by the Registrar, under subsection (1) and certified to be a true copy of, or extract from, such document under the hand and seal of the Registrar shall be admissible in evidence in any proceedings.

(5) Where a document is electronically lod
74 PART IX GENERAL-74. Issuing documents electronically.

The Registrar may, by electronic means, issue a document which is to be issued by him under this Act.

75 PART IX GENERAL-75. Information certified by registrar admissible in evidence.

Any information supplied by the Registrar which is certified under his hand and seal to be a true extract from any documents lodged with or submitted to the Registrar under section 73 or issued by the Registrar under section 74 shall in any proceedings be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.

76 PART IX GENERAL-76. Service of documents on limited liability partnerships.

A document may be served on a limited liability partnership by leaving it at or sending it by post to the registered office of the limited liability partnership.

77 PART IX GENERAL-77. [Deleted]

(Deleted by Act A1477:s.5)

78 PART IX GENERAL-78. [Deleted]

(Deleted by Act A1477:s.5)

79 PART IX GENERAL-79. Fees.

The Registrar may charge a fee for any services provided by him otherwise than in pursuance of an obligation imposed on him under this Act.

80 PART IX GENERAL-80. Offence of false and misleading statements.

(1) A person who in every return, declaration, report, certificate, balance sheet or other document required by or for the purposes of this Act makes or authorizes the making of a statement false or misleading in any material particular knowing it to be false or misleading or intentionally omits or authorizes the omission or inclusion of any matter or thing thereby making the document to be misleading in a material respect commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not less than one hundred and fifty thousand ringgit and not more than five hundred thousand ringgit or to both.

(2) For the purpose of subsection (1), where a person at a meeting votes in favour of the making of a statement referred to in that subsection knowing it to be false, he shall be deemed to have authorized the making of that statement.

81 PART IX GENERAL-81. Offence for improper use of the words "Perkongsian liabiliti terhad".

Any person who carries on business under any name or title of which "Perkongsian Liabiliti Terhad" or the abbreviation "PLT" is the final word or abbreviation the person, unless the business is duly registered under this Act, commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding three years or to both.

82 PART IX GENERAL-82. [Deleted]

(Deleted by Act A1477:s.5)

83 PART IX GENERAL-83. [Deleted]

(Deleted by Act A1477:s.5)

84 PART IX GENERAL-84. [Deleted]

(Deleted by Act A1477:s.5)

85 PART IX GENERAL-85. [Deleted]

(Deleted by Act A1477:s.5)

86 PART IX GENERAL-86. General penalty.

A person who commits an offence under this Act for which no penalty is expressly provided shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding one year or to both.

87 PART IX GENERAL-87. [Deleted]

(Deleted by Act A1477:s.5)

88 PART IX GENERAL-88. [Deleted]

(Deleted by Act A1477:s.5)

89 PART IX GENERAL-89. [Deleted]

(Deleted by Act A1477:s.5)

90 PART IX GENERAL-90. Protection to certain partners, officers or employees who make disclosures.

(1) Where a partner, an officer or employee of a limited liability partnership in the course of performance of his duties has reasonable belief of any matter which may or will constitute a breach or non-observance of the provisions this Act or its subsidiary legislation, or has reason to believe that a serious offence involving fraud or dishonesty has been, is being or is likely to be committed against the limited liability partnership or this Act by any partner or officer of the limited liability partnership, he may report the matter in writing to the Registrar.

(2) No partner, officer or employee of the limited liability partnership may be discharged, demoted, suspended, threatened or harassed or in any other manner be discriminated against the terms and conditions of the limited liability partnership agreement, contract of employment or other instrument by reason of the report submitted to him under subsection (1).

(3) No partner, of
91 PART IX GENERAL-91. Power to make regulations.

(1) The Minister may make regulations for or with respect to-

(a) (Deleted by Act A1477:s.6)

(b) the fees to be paid to the Registrar in respect of any obligation under this Act;

(c) the manner in which the Registrar may deal with the property vested in him under section 54; and

(d) all matters and things required or authorized by this Act to be prescribed or provided, for the carrying out of, or giving full effect to, the provisions of this Act.

(2) Any subsidiary legislation made under this Act may provide for any act or omission in contravention of the subsidiary legislation to be an offence and may provide for penalties of a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

92 PART IX GENERAL-92. Power to amend schedules.

The Minister may, by order published in the Gazette , vary, delete, add to, substitute or otherwise amend the First schedule, second schedule and Third schedule.