Is there any limit number of partners?

The minimum number of partners is 2, and no maximum number of partners.

Who can be partners in LLP?

Individuals, body corporates or combination of both.

What is the difference between an LLP and a general partnership?

LLP offers limited liability to all partners where debts and obligation will be borne the asset of LLP. In contrast, general partnership, partners are exposed to unlimited liability borne by all partners.

Can LLP be a shareholder in a private company or vice versa?

Yes, LLP can be a shareholder in the company because its legal status separates legal entity and the private company also allows it to be a partner in LLP as a body corporate.

Can LLP be re-convert to Sdn Bhd?

No, LLP will need to have voluntarily winding up first then can incorporate a new company.

Does an LLP need to maintain an account?

Yes, LLP needs to keep all accounting records for at least seven years.

LLP need to submit annual return every year like Sdn Bhd?

No, but LLP may need to lodge an annual declaration with SSM within three months after the financial year-end to state whether LLP are able to pay its debt or not.

Does LLP need to do an audit and submit the audited report to SSM?

No, there is no mandatory requirement for an audit unless stated otherwise in the Partnership Agreement.

Is there needed to have a partnership agreement?

Yes, as a legal contract binds all partners and as an article of partnership that explains roles, responsibilities, capital contribution, profit-sharing, and other matters relevant to partnership.

Under LLP Act 2012, the requirement to appoint at least one compliance officer. What are the requirements to be appointed as a compliance officer?

LLP need to appoint at least one compliance officer from amongst its partners or persons qualified to act as secretaries under the companies Act 1965 who

i. is a citizen or permanent resident of Malaysia and
ii. ordinarily resides in Malaysia.

What are the responsibilities of Compliance Officer?

The main responsibilities of Compliance Officer are:

  1. lodging and or submitting any documents on behalf of the LLP
  2. registering any changes in LLP to SSM
  3. keep statutory records and documents of LLP at registered office
  4. publish of LLP name and registration number outside of registered office and principal place of business
  5. ensure LLP is complies with all statutory submission and requirement with all agencies i.e. IRB, SSM, EPF, SOCSO and etc.

How LLP can be dissolved?

LLP can be dissolved in a way of:

  1. Court order winding up
  2. Voluntarily winding up
  3. Striking off