If you do not want to incorporate a company, the other option is to register a limited liability partnership (LLP). An LLP is a combination of the characteristics of a private limited company and the traditional concept of a partnership. This makes it a great option for professionals, startups and SMEs (particularly, JVs, VCs) who are looking to gain limited liability status whilst accommodating different partners for management flexibility.
A minimum of two (2) partners (either an individual or a body corporate). However, there is no restriction on the maximum number of partners.
Must appoint a compliance officer (either one of the partners or a person who is qualified to act as a company secretary under the Companies Act 2016). The compliance officer must be at least 18 years of age and resides in Malaysia.
For any lawful business for the purpose of making a profit.
Advisable to have a Partnership Agreement. If not, LLP Act 2012 will apply.
RM 888 | ONE TIME PROFESSIONAL FEES
+ RM 500 (SSM Registration Fees)
LLP is not required to issue shares but instead, the ownership of each partner in the LLP is represented by an allocation of partnership units, made in accordance with the capital contribution made by each partner in the LLP. There is also no requirement of submitting audited financial statements to SSM other than keeping such accounting and other records to sufficiently explain the transactions and financial position of the LLP. There is no concept of directors and shareholders; instead they are called compliance officers and partners. Learn more benefits of an LLP here.
Any individual or body corporate may be a partner in the LLP. There is no limit to the maximum number of partners in the LLP but there must be a minimum of 2 partners at all times.
Where the partner is an individual, his/her share of income from the LLP will be taxed based on his/her personal income tax rate. Where the partner is a body corporate, its share of income from the LLP will be taxed at the corporate tax rate.
The LLP should appoint either one of the partners or a qualified person (such as a company secretary) to be the compliance officer.
The responsibilities of the compliance officer include registering any changes in registered particulars of the LLP, keeping and maintaining registers and records of the LLP, advising the partners to ensure compliance with LLP law and lodging an annual declaration with the Registrar.
No, it is not compulsory but it is highly recommended to have one. In the absence of a written partnership agreement, the Second Schedule of the LLP Act 2012 shall apply.
No, you have to voluntarily wind up the LLP and after that, incorporate a new company.
