Starting a Limited Liability Partnership Setup in Malaysia
Characteristics of LLP
- An Alternative business entity which has the features of a company as well as a conventional partnership
- Governed by a separate internal business regulation and offering limited liability protection to its partners
- A more structured business entity as compared to sole-proprietorship or conventional partnership
- Offering a simple and flexible business entity in term of its formation, maintenance and termination
LLP is suitable for
- Professional Bodies
- Small and Medium Enterprises
- Joint Ventures
- Venture Capital
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 with a view to make profit. LLP may also be formed by professionals such as Lawyers, Chartered Accountants and Company Secretaries for the purpose of carrying on their professional practice. The LLP concept will also support start ups, small and medium enterprises (SMEs) to grow their businesses without having to worry too much on their personal 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 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 in its own name, 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 has the necessary dynamics and appeal to be able to compete domestically and internationally. With the introduction of LLP, entrepreneurs will have more options to choose the most preferred form of business vehicle.
However, you shall appoint at least one Compliance Officer chosen amongst the partners, who is a citizen / permanent resident of Malaysia, an undischarged bankrupt, not disqualified to act as director under the Companies Act 2016 and ordinarily resides in Malaysia, before you can set-up LLP in Malaysia.
For more information on differences between LLP and various other business vehicles in Malaysia, you may refer to Sole Proprietor vs LLP vs General Partnership vs Company
Package Fees for Limited Liability Partnership Setup
| Package available | Fee (RM) |
|---|---|
| Limited Liability Partnership Setup | RM2,800 |
| Provision of Registered Office | RM300 per annum |
| Advisory & Compliance With LLP Act 2012 & LLP Regulations 2012 (Annual LLP Services) | RM240 per annum |
| Annual Declaration to Companies Commission of Malaysia (CCM) (including Filing Fee to CCM) | RM500 per submission |
*All fees are subject to SST
For setting up a LLP, please complete the Online LLP Setup Form.
LLP Setup – RM 2,800 includes:-
All-in-one packages where 3E Accounting takes care of all the LLP Registration details including professional advises and consultancy for LLP’s compliance matters so that you can devote your energies to the business operation
- Advising & assisting on registration one of the partner as Compliance Officer^ and register for LLP vide MyLLP Portal at ssm.com.my
^Partner that act as Compliance Officer need visit CCM office to active MyLLP System account - One Name Search & Reservation
- Appointment of up to 2 partners
- Registration Fee payable to CCM
- Preparing & submission of document for Registration of LLP including drafting of standard Partnership Agreement.
- Stamping Fee of Partnership Agreement payable to Stamp Office – 2 Copies
- One Set of E-copy Business Profile including LLP registration certificate from CCM
- Free LLP registration consulting & advisory services
- Free professional advice on statutory/compliance/accounting/tax matters
- Free tax planning and GST/SST advice
- Free Monitoring and ensuring compliance with relevant legal requirements, particularly under the LLP Act and Income Tax Act (ITA). Regular compliance alert via email and call.
- Annual LLP services includes:
- Maintaining the LLP Registers and Statutory Record
- General advisory on limited liability partnerships/compliance/accounting/tax matters
- Monitoring and ensuring compliance with relevant legal requirements, particularly under the Limited Liability Partnerships Act 2012 and LLP Regulations 2012 compliance alert via email and call.
- Provision of registered address services
Steps to Register a LLP:-
Registration of LLP will normally take 4-7 business days (subject to system availability of MyLLP Portal & CCM office)
- Fill up online LLP Setup form or email us the information as required above to us.
- We will check the availability of the LLP name and get back to you within 24 hours.
- Upon receipt of payment, Exotic Secretarial will assist your partner (who will be acting as Compliance Officer) to register account for MyLLP Portal at ssm.com.my
- Partner that act as Compliance Officer need visit CCM office to active MyLLP System account
- Upon MyLLP account activated, we will submit application for name reservation on behalf of you by using your compliance officer’s MyLLP account.
- Once name approved by CCM, we will prepare full set of registration documents.
- Signing of documents at Exotic office by all partners. #
- Upon signing, we will proceed to register the LLP with CCM.
- Stamping of LLP agreement by LHDN. #
- Issuance of Digital LLP Registration Certificate by CCM.
- Once the LLP is registered, we will email you all the completed documents (i.e. E-copy of LLP registration certificate, business profile and various other documents).
# If there is partner(s) unable to visit Exotic Group’s office to sign the LLP registration documents, we will not be able to act as witness to the signatures for the LLP agreement. Partners need to have another person to act as witness and submit the LLP agreement for stamping at any LHDN office.
Kindly remind that there is no service available for setting up LLP on a specific date. In the event of such request is given, we will try our best to fulfill it for goodwill purposes. However, we will not hold responsible for Any Loss or Damages incurred as a result of the setting up LLP in a different date