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Limited Liability Partnership

LLP is an alternative business vehicle to carry out business which combines the characteristics of a private company and a conventional partnership. LLP provides limited liability status to its partners and offers the flexibility of internal arrangement through an agreement between the partners. It combine the benefits of corporate status and unlimited capacity with the protection of limited liability for members and the ability to operate and have the same tax status as a traditional partnership.

LLPs are popular with professional practices such as lawyers, accountants and surveyors and Company Secretaries, small and medium sized businesses, joint ventures and venture capitals.


There are many fundamental differences between LLP and a Company. The main 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.


Formation of LLP

LLP may be formed:

  • by a minimum of two persons (wholly or partly individuals or bodies corporate);
  • for any lawful business with a view of profit; and
  • in accordance with the terms of the LLP agreement.

Any individual or body corporate can be a partner.

"Partner" means any person admitted as a partner in accordance to the LLP agreement and includes salaried partner.

LLP for Professional Practice

First Schedule of the LLP Act 2012 describes the professions eligible to register as Professional Practice:

  • Chartered Accountants regulated under the Accountants Act 1967
  • Advocates & Solicitors regulated under the Legal Profession Act 1976, Advocates Ordinance of Sabah and Advocates Ordinance of Sarawak
  • Secretaries regulated under the Companies Act 1965

LLP formed for professional practice must:

  • consist of natural persons of the same profession; and
  • have in force professional indemnity insurance as approved by the Registrar.
  • LLP agreement must be in Bahasa Malaysia or English and must contain, amongst others, the following particulars:
    • the name of the LLP
    • the nature of business of the LLP
    • the amount of capital contribution by each partner; and
    • that the partners agreed to become partners of the LLP.
  • In the absence of agreement as to any matters set out in the Second Schedule, provision of the Second Schedule relating to that matter shall apply.

The following matters may be considered to be included in the LLP agreement:

  • Form & Manner of Contribution between partners
  • Profit & loss sharing ratio
  • The manner as to how the business should be carried out
  • Admission & cessation of partners.
  • Details of partners accountable/authorized for banking matters.
  • Specific decision like investment, taking/giving load, disposition of property of LLP etc to be made by majority partners.
  • Requirement of disclosure of substantial interest of Partner in transactions to be entered by th LLP.
  • Manner of dispute resolution

Information required for registration:

  • proposed name of LLP
  • nature of business
  • address of registered office
  • name and details of partners
  • name and details of compliance officer
  • approval letter from governing bodies (in case of professional practice).

Approval letter from governing bodies (in cases of professional practice)

  • Approval letter confirming the status of the proposed LLP
  • Confirmation of status:
    • Current partners (including membership number)
    • Registered address
    • Registration date with governing bodies (incliding any reference number)
    • Insurance coverage

Name of LLP

  • Name if LLP shall end with "PerkongsianLiabilitITerhad" or abbreviation of "PLT"
  • Except with the consent of the Minister, name shall not be identical, undesirable or name which the Minister has directed the Registrar not to accept.
  • Registrar may direct an LLP to change its name if the registered name is prohibited.
  • Name for professional LLP will be as approved by governing bodies (except for company secretaries)

Change of Name

  • LLP may at any time change its name, subject to section 13 of the LLP Act 2012,
  • A change of name does not -
  • affect the rights or obligations of the LLP; or
  • render defective any legal proceedings

For further information, please call us now at 603 8024 0255 or 016 6296 550 (Hema) or email to