Malaysia Limited Liability Partnership

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Malaysia Limited Liability Partnership

Malaysia enacted the Limited Liability Partnerships Act 2012 to provide a modern limited liability partnership vehicle offering limited liability protection to all its partners. A Malaysia LLP (Perkongsian Liabiliti Terhad, or PLT) is a body corporate with separate legal personality registered with the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia, SSM). A minimum of two partners is required for formation, and the LLP must appoint a compliance officer who must be a Malaysian citizen or permanent resident ordinarily resident in Malaysia and who is responsible for the LLP's statutory compliance obligations.

Each partner in a Malaysia LLP has limited liability for the debts and obligations of the LLP, but remains personally liable for their own negligence, wrongdoing, or acts carried out without authority. The LLP must maintain proper accounting records and lodge an annual declaration of solvency with the SSM. For Malaysian income tax purposes, a Malaysia LLP is tax transparent: each partner is taxed directly on their share of the LLP's net income at their applicable personal or corporate income tax rate, rather than the LLP itself being subject to Malaysian tax, making the Malaysia LLP an attractive vehicle for professional service partnerships and joint ventures seeking pass-through tax treatment.

SSM Registration

A Malaysia LLP (PLT) must be registered with the Companies Commission of Malaysia (SSM), which administers the Limited Liability Partnerships Act 2012 and maintains the public register of all limited liability partnerships incorporated in Malaysia.

Compliance Officer Requirement

A Malaysia LLP must at all times maintain a compliance officer who is a Malaysian citizen or permanent resident ordinarily resident in Malaysia, responsible for the LLP's statutory compliance obligations and for ensuring all annual filings are made to the SSM on time.

Body Corporate Status

The Malaysia LLP is a body corporate with separate legal personality, meaning it is legally distinct from its partners, can own assets and enter contracts in its own name, and provides limited liability protection to all its partners for the LLP's debts and obligations.

Tax Transparency

A Malaysia LLP is tax transparent for Malaysian income tax purposes, with each partner taxed directly on their allocated share of the LLP's net income at their applicable personal or corporate income tax rate, with no entity-level Malaysian tax imposed on the LLP itself.

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