Searching Case Laws & Precedent on Legal Query..!
Scanned Judgements…!
Searching Case Laws & Precedent on Legal Query..!
Scanned Judgements…!
Registration of Charges by LLP - Limited Liability Partnerships (LLPs) are generally required to register charges created on their assets with the Registrar of Companies (or relevant authority like SSM in Malaysia). This is mandated under the LLP Act, 2008, and related statutory provisions, to ensure transparency and enforceability of security interests ["Omega Pulp and Board Mills VS Registrar of Companies - National Company Law Tribunal"].
Statutory Requirement for Registration - When an LLP creates a charge over immovable or movable property, such as a mortgage or lien, registration of that charge is mandatory for it to be valid against third parties. The registration process ensures that the charge is legally recognized and enforceable ["P. Sadananda Reddy VS C. Venkata Ratnam - Andhra Pradesh"], ["P. SADANANDA REDDY VS C. VENKATA RATNAM - Andhra Pradesh"].
Conversion from Partnership to LLP - The conversion of a traditional partnership firm into an LLP does not exempt the LLP from registering charges created prior to or after incorporation. All charges over properties must be registered in accordance with the LLP Act to be valid and enforceable ["Inox Air Products Pvt. Ltd. VS State of H. P. - Himachal Pradesh"].
Legal Consequences of Non-Registration - Failure to register charges creates risks such as the charge being unenforceable against third parties, and potential disputes over property rights. Courts have emphasized that charges created for the first time require registration to be valid, and unregistered charges may not be enforced ["P. Sadananda Reddy VS C. Venkata Ratnam - Andhra Pradesh"], ["P. SADANANDA REDDY VS C. VENKATA RATNAM - Andhra Pradesh"].
No Specific Exemption for Charges in LLP Formation - The law does not specify that charges created by LLPs are exempt from registration requirements. Similar to companies, LLPs must comply with statutory registration obligations to secure their interests ["Tali Traders Pvt. Ltd. VS State Of Kerala, Rep. By Secretary To Government, Department Of Registration - Kerala"].
Analysis and Conclusion:Limited Liability Partnerships (LLPs) are required to register charges created over their assets with the relevant authority (such as SSM in Malaysia). This registration is essential for the validity and enforceability of the charge against third parties. The law mandates registration for charges created at the time of or after incorporation, and failure to do so can lead to the charge being invalid or unenforceable. Therefore, LLPs do need to register the charges they create with SSM to ensure legal effectiveness and protection of their security interests.
Starting or managing a business in Malaysia often involves complex legal structures like Limited Liability Partnerships (LLPs). One common question arises: do a limited liability partnership need to register the charge it creates with SSM? (Companies Commission of Malaysia). If you're an entrepreneur, partner, or legal professional, understanding charge registration is crucial for compliance and protecting your interests. This post breaks down the issue, drawing from legal documents and related sources, while emphasizing that this is general information—not specific legal advice. Always consult a qualified Malaysian lawyer for your situation.
LLPs blend partnership flexibility with corporate limited liability, governed primarily by the Limited Liability Partnerships Act 2012 (LLP Act 2012). Unlike traditional partnerships under the Partnership Act 1961, LLPs are separate legal entities, meaning partners' personal assets are generally protected from business debts. Kartik Radia vs Bdo India Llp - 2025 Supreme(Bom) 247
Key features include:- Registration with SSM: LLPs must register via SSM, filing incorporation documents subscribed by at least two persons. ARC Investments Castings LLP, Rep. by its Partner MD. Punit Rasesh Shah, Chennai VS Interpump Hydraulics India Pvt. Ltd. , Rep. by its Finance Manager, P. A. Arunachalam, Hosur - 2021 Supreme(Mad) 361- LLP Agreement: This outlines partners' rights and duties, filed with SSM. Kartik Radia vs Bdo India Llp - 2025 Supreme(Bom) 247 The limited liability partnership agreement and any changes... shall be filed with the Registrar...- Ongoing Compliance: Annual returns and changes must be notified to SSM.
However, LLPs differ from companies under the Companies Act 2016, which has stricter rules on certain filings like charges.
A 'charge' is a security interest over assets (e.g., property, inventory) created to secure a debt or obligation. Registering charges publicly notifies creditors of existing encumbrances, promoting transparency and priority in insolvency.
In Malaysia:- Companies: Section 108 of the Companies Act 2016 mandates registering charges with SSM within 30 days, or they may be void against liquidators.- LLPs: The LLP Act 2012 does not explicitly mirror this. No direct provision requires charge registration, unlike companies. This gap raises the core question.
Based solely on provided legal documents—primarily from the Indian Limited Liability Partnership Act, 2008—there is no information indicating that an LLP needs to register charges with SSM. Premier Poly Processors L. L. P. VS Modi Lal - 2019 0 Supreme(Raj) 938
Indian law governs the cited cases, e.g., LLPs as body corporates with separate personality. JOHN WILEY & SONS UK2 LLP & ANOR vs THE COLLECTOR OF STAMP REVENUE - 2025 Supreme(HK)(HKCFA) 4 Section 1(2) of the LLP Act provides that a limited liability partnership (LLP) is a body corporate (with legal personality separate from that of its members)
Malaysian LLPs follow local statutes. SSM handles registrations, but printouts from SSM are evidentiary, not conclusive proof of membership without registers. ZUNG ZANG HOLDINGS SDN BHD vs ZUNG ZANG TRADING SDN BHD SSM cannot even vouch for the accuracy... unless a witness from SSM is called...
While no document mandates LLP charge registration, Malaysian practices suggest caution:
Indian parallels (non-binding) show LLPs filing agreements but no charge mandates. Kartik Radia vs Bdo India Llp - 2025 Supreme(Bom) 247 LLPs can partner with individuals as 'persons.' Jayamma Xavier VS Registrar of Firms - 2021 Supreme(Ker) 684
Though LLPs aren't companies, some provisions may apply analogously. Charges might need registration if resembling company debentures. However, typically, LLPs do not have the same statutory duty—confirm via SSM guidelines or statutes.
Recommendations:- Review LLP Act 2012 and Companies Act 2016 directly.- Conduct SSM searches for precedents. SEW HUP HOE vs LOOI LI FONG & ORS- File LLP agreements promptly. Kartik Radia vs Bdo India Llp - 2025 Supreme(Bom) 247- Consult lawyers or SSM for charge-specific advice.- For conversions or substitutions, note asset transfers. Premier Poly Processors L. L. P. VS Modi Lal - 2019 0 Supreme(Raj) 938
In summary, while provided sources (mostly Indian) offer no affirmative requirement, Malaysian law governs definitively. Stay compliant to safeguard your business. For updates, monitor SSM portals or legal bulletins.
This post provides general insights based on referenced documents and is not legal advice. Laws evolve—verify with authorities.
#LLPMalaysia #SSMRegistration #BusinessLawMY
The Partnership Act, 1932 creates civil liability. Further, the guarantor's liability under the Indian Contract Act, 1872 is a civil liability. ... Section 141 contains conditions which have to be satisfied before the liability can be extended to officers of a company. Since the provision creates criminal liability, the conditions have to be strictly complied with. ... As a matter of fact, Section 141 contains conditions which have to be satisfied be....
The question as to whether a registration number was required and as to whether stamp duty is to be paid, when a partnership firm is converted to a limited liability partnership, fell before consideration of the High Court of Himachal Pradesh in M/s.Sozin Flora Pharma LLP v. ... JUDGMENT : The petitioner is a Limited Company, which was formed by converting a partnership firm by name Tali Traders in terms of Section 366 of the Companies Act, 2013. ... Ltd. [2020 AIR (SC) 4305] took stoc....
If that party fails to discharge the original burden of proof, then the other party need not adduce any evidence. In this respect it is the plaintiffs who must establish their case. ... [38] I also find the submissions of the defendants that since both the SSM Search and the SSM Form were placed in Part A of the Common Agreed Bundle of Documents, the SSM search would be conclusive evidence that the Partnership had 3 partners, each with 1/3 share of the Partnership and ... the #HL_STAR....
If that party fails to discharge the original burden of proof, then the other party need not adduce any evidence. In this respect it is the plaintiffs who must establish their case. ... that the Partnership had 3 partners, each with 1/3 share of the Partnership and the SSM Form confirm that the plaintiff agreed to the change of number of partners in the Partnership, to be misconceived. ... ") and that the 1st defendant entered into the Partnership business declaration, it is obvious th....
Thus, the only way to prove membership of ZZ Trading in ZZ Holdings is by production of the register of member, and not to rely on the computer printout from the SSM [ROA vol 2(1) Part C, page 136]. ... Since the SSM cannot even vouch for the accuracy or completeness of the SSM printout, and unless a witness from SSM is called to explain the basis for SSM to record ZZ Trading as a shareholder, it cannot be accepted as proof as to the title to any shares. ... [107] On this ground alon....
SSM. ... Thus, the only way to prove membership of ZZ Trading in ZZ Holdings is by production of the register of member, and not to rely on the computer printout from the SSM [ROA vol 2(1) Part C, page 136]. ... Since the SSM cannot even vouch for the accuracy or completeness of the SSM printout, and unless a witness from SSM is called to explain the basis for SSM to record ZZ Trading as a shareholder, it cannot be accepted as proof as to the title to any shares. ... ....
Khadija Hassan, partner of Omega Pulp and Board Mills LLP under Section 252(3) of the Companies Act, 2013, read with Sections 67 and 75 of the Limited Liability Partnerships Act, 2008 (hereinafter referred as the Acts) praying for restoration of the Limited Liability Partnership name i.e. ... The Appellant LLP shall also fulfil all the other relevant statutory compliances, such as under the Limited Liability Partnership Act, 2008 and the Income Tax ....
(Supra), while dealing with similar facts and circumstances, where partnership Firm became a private limited liability partnership, categorically held that the stamp duty /registration fee cannot be levied upon conversion of partnership firm to a limited liability partnership firm. ... Upon conversion of a registered partnership firm to an LLP under the provisions of the Limited Liability #HL_STAR....
However, the First Appellant, LLP2, is a limited liability partnership registered under the Limited Liability Partnerships Act 2000 of the United Kingdom (“the LLP Act”). 11. ... Section 1(2) of the LLP Act provides that a limited liability partnership (“LLP”) “is a body corporate (with legal personality separate from that of its members)”. ... As understood at general law, an essential characteristic of a partners....
It is stressed that the Partnership Firm and the Private Limited Company were managed by the members of the same family. There were sales tax dues of a far earlier period which creates a statutory charge on the properties of even the individual Partners and Directors. ... The statutory charge as against the dues to the Partnership Firm stands vacated on the sale of the properties belonging to the Partnership Firm itself. ... Hence a statutory charge ....
(4) In the absence of agreement as to any matter, the mutual rights and duties of the partners and the mutual rights and duties of the limited liability partnership and the partners shall be determined by the provisions relating to that matter as are set-out in the First Schedule. (2) The limited liability partnership agreement and any changes, if any, made therein shall be filed with the Registrar in such form, manner and accompanied by such fees as may be prescribed. (3) An agreement in writing made before the incorporation of a limited liability partnership between the persons w....
(1) for a limited liability partnership to be incorporated:- (b) the incorporation document shall be filed in such manner and with such fees, as may be prescribed with the Registrar of the State in which the registered office of the limited liability partnership is to be situated; and (a) two or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document;
(n) “limited liability partnership” means a partnership formed and registered under this Act; (ii) a limited liability partnership incorporated outside India; and (i) a limited liability partnership registered under this Act; (o) “limited liability partnership agreement” means any 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 and their rights and duties in relation to that limited liability part....
It is clear from the terms of the Supplement Deed dated 28.09.2018 that the petitioner was holding 7.50% share in the partnership firm and had retired from the partnership firm on the day when the deed was executed. At the time of retirement, if the petitioner would have had any outstanding debts / dues in her name, then the same would have definitely found mention in the deed dated 28.09.2018, as has been provided in case of original accused No.1. “Limited liability partnership agreement” means any written agreement between the partners of the limited liability partnership or betw....
(c) Partnership Firm registered under the Limited Liability Partnership Act, 2008; (d) Cooperative Society/Ex-servicemen Society registered under any Cooperative Societies Act (of any state in India) or under Multi State Cooperative Societies Act, 2002 (of any state in India) or under Mutually Aided Cooperative Societies Act (of any state in India) (b) Partnership Firm registered under the Indian Partnership Act, 1932;
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