LIMITED LIABILITY PARTNERSHIP REGISTRATION
Requirement to register LLP are :
  • Name and details of every person who is to be a partner of the LLP, minimum of 2 partners
  • Name of the proposed LLP
  • Propose registered address of LLP
  • Nature business of LLP
  • Name and details of compliance officer(s) of the LLP
  • If the LLP is formed for the purposes of carrying on any professional practice, the application shall be accompanied by an approval letter from the governing body as specified in the third column of the First Schedule of the LLP Act 2012;
What is Limited Liability Partnership (LLP)?
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 to make a profit. LLP may also be formed by professionals such as Lawyers, Chartered Accountants, and Company Secretaries to carry on their professional practice. The LLP concept will also support start-ups, small and medium enterprises (SMEs) to grow their businesses without worrying too much about their 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 the 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 on its own, 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 having the necessary dynamics and appeal to compete domestically and internationally. With the introduction of LLP, entrepreneurs will have more options to choose the most preferred business vehicle.

Nevertheless, you shall designate a Compliance Officer chosen among the partners, who shall be an undischarged bankrupt, not disqualified for directorship under the Companies Act 2016 and ordinarily reside in Malaysia, before you may be incorporated.

Fees for Limited Liability Partnership Registration
DescriptionFee (RM)
Limited Liability Partnership Incorporation Fee2,500
For setting up a LLP, please complete the LLP Setup Form.
LLP registration fee of RM 2,500 includes:-
Description of servicesFee charge (RM)
Assisting in registering one of the partners as Compliance Officer and register for LLP using MyLLP Portal.
(Partner that appointed as Compliance Officer may need to visit SSM office to verify yourself and activate MyLLP Account)
Appointment of minimum 2 partners250.00/person
Name Search & Reservation of LLP name30.00
Registration fee payable to SSM500.00
Preparing documents registration of LLP300.00
Preparing standard Partnership Agreement1,000.00
Stamping fee of Partnership Agreement (2 copies)20.00
Preparing of resolution to open a bank account (up to 2 accounts)100.00
One set of business profile and registration certificates from SSM50.00
Steps to Register a LLP:
Incorporation of LLP will be done between 5-7 working days and subject to MyLLP system availability and LHDN processing time.
  1. Fill in our LLP incorporation form and return it to us together with all information required by us.
  2. Proceed to check the availability of the LLP name and we will inform you back.
  3. Once payment is received, we assist one partner who is appointed as Compliance Officer to register MyLLP account.
  4. Partner appointed as Compliance Officer has to go nearest SSM branch to verify himself and activate the account.
  5. After MyLLP account is activated, we will submit for name reservation using your MyLLP account.
  6. Once a name is approved, we will prepare incorporation documents and arrange for all partners to sign.
  7. Done with the signing part, we proceed for submission of incorporation with SSM.
  8. Purchase of digital certificate registration of LLP.
  9. Stamping of LLP agreement with LHDN (2 copies).
  10. We prepare and send a complete set of incorporation documents to your side.

    CONVERSION INTO LLP

    There are 3 types of conversion to LLP:
    • From con​ventional partnership;
    • From Private company; or
    • From c​onventional professional firms to LLP for Professional Practices
    ELIGIBILITY CRITERIA AND PROCEDURE CONVERSION
    1. From con​ventional partnership
    • The name and registration number of conventional partnership;
    • The date of conventional partnership was registered under the Business Registration Act 1956 or any other written law;
    • The partners is the same person from conventional;
    • At the date of the application, the conventional partnership appears to be liable to pay its debts as they become due;
    • 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 company (Sdn Bhd)
    • The Name and registration number of the private company;
    • The date of the private company was incorporated under the Companies Act 1965 or 2016;
    • At the application date, the private company appears to be able to pay its debts as they become due; 
    • All outstanding statutory fees or any amount owing to any government agency has been settled; 
    • The private company has advertised of its intention on conversion to LLP in at least one widely circulated newspaper in Malaysia and published a notification in the Gazette;
    • 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; 
    3. From c​onventional professional firms to LLP for Professional Practices
    • The name and registration number (if any) of the conventional professional firm;
    • Date on conventional professional firm was registered under the relevant law; 
    • At the date of the application, the conventional professional firm appears to be able to pay its debts as they become due;
    • 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;
    For further information, click on the link :
    https://www.ssm.com.my/Pages/Register_Business_Company_LLP/LLP/Conversion-of-Limited-Liability-Partnership.aspx
    EFFECTS OF CONVERSION INTO A LLP
    1. Vesting of assets of the private company into the LLP; All assets previously owned by the conventional partnership/Sdn Bhd will be transferred to LLP.

    2. Pending proceedings All proceedings by or against conventional partnership and private company may be continued, completed and enforced against or by the LLP.

    3. Continuance of conviction, ruling, order or judgement Any conviction, ruling, order or judgement in favour or against conventional partnership and private company may be enforced by or against the LLP.

    4. Existing agreements and contracts Existing agreements or contracts shall have effect as though the LLP were a party.

    5. Liability and Obligations In the case of conversion from conventional partnership, partners of conventional partnership shall personally liable (joint and severally with LLP) for all liabilities and obligations incurred before to the conversion.

    In the event of a conversion of a private company, the LLP remains responsible for all liabilities and obligations that arose prior to the conversion.

    LLP FAQ

    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

    ANNUAL LLP SERVICES

    Fees for Annual LLP Services
    ServicesFee (RM)
    Annual LLP Service *RM700
    Annual Declaration to Suruhanjaya Syarikat Malaysia (SSM) for LLPFree **
    * billed in one year in advance

    Our Annual LLP Service provides:
    • Maintaining the LLP Registers and Statutory Record.
    • Provision of registered office address
    • General advisory on limited liability partnerships and compliance matters
    • Monitoring and ensuring to comply with all legal requirements under Limited Liability Partnership.
    • Regular monitoring compliance through email and call
    • Submission on Annual Declaration to SSM
    Provision of registered office address to meet the requirement under Section 18 Limited Liability Partnerships Act 2012 (LLPA 2012) where all the statutory books and records must be available to public. Therefore, it is common practice for the registered address to be the business address.

    REMINDER :

    The registered address services we offer are not allowed for license applications. A physical premise is mandatory for license applications, and the relevant authority will request additional supporting documents from the applicant LLP verifying on premise address.
    Service for the provision of correspondence address:
    • Free Scanning letter services upon request
    • Free daily letter/parcel notifications via email
    • Self-collection of mail and parcels between Monday – Friday: (9am to 6pm) (no handling fee)
    • Free receipt of normal mails, airmails, parcels (below 3 kg) or registered mails
    • Mail forwarding / Courier arrangement to a local/overseas address on a daily / weekly / monthly basis is available (Service fee of RM 5 is applied for each forwarding)
    Must inform us in advance for any bulky items/parcels (especially it is more than 3 kg) sent to the correspondence office address. A daily storage fee (min RM15 per parcel per day) is applied.
    Fee of Services and Disbursement
    Particulars of ServicesRM
    Name Search of LLPRM50
    Change of LLP nameRM500
    LLP Current Profile from SSMRM100
    Standard LLP AgreementRM1,000
    Annual Submission of Annual DeclarationRM400
    Change of Registered Office AddressRM200
    Change of Business AddressRM200
    Change of Nature of BusinessRM200
    Change of Partner ParticularsRM150 per Partner
    Change of Compliance OfficerRM250 per Officer
    Change of Partner(s)RM250 per Partner
    Opening/Closure of Bank AccountRM100
    Change of Bank Authorised Signatory/SignatoriesRM100
    Certification of Statutory Documents by SSM RM25 per page
    Certification of Documents by Commissioner for OathsRM50 per page

    WINDING UP OF LLP IN MALAYSIA

    Fees for Winding up Services
    ServicesFee (RM)
    Winding up serviceRM4,800.00
    Tax clearance to LHDNRM800.00
    • LLP can be dissolved by way of voluntarily winding up. SSM has provided a general guideline as guidance relating to requirements and procedures on voluntarily winding up refer to Section 50 of of the Limited Liability Partnerships Act 2012 (LLPA 2012).
    • According to Section 50(2) of the LLPA 2012, an LLP registered under the LLPA 2012 that has ceased operations and has discharged all of its debts and liabilities may apply in writing to the Registrar for a declaration of dissolution of the LLP.
    • Any one of the partners who is verified users or professional verified users also a partner who is compliance officer can apply application for winding up through MyLLP portal.

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