* Labuan Limited Partnerships And Limited Liability Partnerships Act 2010

Original Language Title: * Labuan Limited Partnerships and Limited Liability Partnerships Act 2010

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1 laws of MALAYSIA ONLINE VERSION of the PRINT TEXT that UPDATES the Act LIMITED PARTNERSHIP ACT 707 and LABUAN LIMITED LIABILITY PARTNERSHIPS 2010 As at 1 October 2015 2 ACT LIMITED PARTNERSHIP and LIMITED LIABILITY PARTNERSHIPS LABUAN 2010 date of Assent......... January 31, 2010 the date of publication in the Gazette............ February 11, 2010 3 laws of MALAYSIA Act 707 LIMITED PARTNERSHIP ACT and LIMITED LIABILITY PARTNERSHIPS LABUAN 2010 ARRANGEMENT of SECTIONS part I preliminary section 1. Short title and commencement 2. Interpretation part II ADMINISTRATION Act 3. Administration of Act PART III LABUAN LIMITED PARTNERSHIPS Chapter 1 establishment of the Labuan limited partnerships 4. Labuan limited partnerships 5. Labuan limited partnership registration 6. Amendment of partnership agreement 7. Labuan limited partnership name 8. Change of name of Labuan limited partnerships 9. Labuan limited partnerships registered office 4 laws of Malaysia ACT 707 Chapter 2 management and administration of Labuan limited partnerships Section 10. The contribution of partners limited 11. Rights and obligations of partners General 12. Enforcement of the judgment against the property of the limited partnership Labuan 13. The right partner limited 14. Profit sharing 15. Managing by partner limited partnership with Labuan limited 16. Limited partner rights among them 17. Return of contribution partner limited 18. Liability partnership limited partner limited to Labuan 19. Limited partner's liability to creditors 20. Admission limited partner and general partner in an extra 21. Assignment 22. Legal proceedings and presentation of documents 23. The power of GPS to sign Chapter 3 the dissolution of a limited partnership of Labuan 24. Notice of dissolution of 25. Dissolution of partnership Labuan limited 26. The dissolution of the limited partnership as a general partner of Labuan death 27. Power of court to order the dissolution of 28. Settlement of account when the dissolved Limited Partnership and limited liability Partnership 5 Labuan PART IV LIMITED LIABILITY PARTNERSHIPS LABUAN Chapter 1 establishment of the Labuan limited liability partnerships section 29. Limited liability partnerships Labuan 30. Labuan limited liability partnership registration 31. Registration of change details of 32. The name Labuan limited liability partnerships 33. Change of name of Labuan limited liability partnerships Chapter 2 conversion to limited liability partnerships Labuan 34. The conversion of the limited partnership to limited liability partnerships Labuan Labuan 35. The conversion of the company's Labuan Labuan limited liability partnerships to 36. The statement shall be filed 37. The registration of the conversion of 38. Effect of registration 39. Pending proceedings 40. Continuation of the conviction, instructions, orders or judgments 41. Existing agreements 42. Existing contracts, etc.
43. The continuance of employment 44. The appointment, authority or power of the existing 45. Application of section 38 to 44 46. Liabilities and obligations of partners prior to the conversion of 47. Notice of change in invoices and correspondence 6 laws of Malaysia ACT 707 Chapter 3 limited liability partnerships recognised Section 48. Registration of limited liability partnerships recognised 49. The name of the limited liability partnerships recognised 50. The registered office of limited liability partnerships recognised 51. The statement shall be filed if details, etc., modified, 52. Presentation on limited liability partnerships recognised 53. Cessation of business in Labuan 54. Pelikuidasian or liquidation of limited liability partnerships recognised in the place of incorporation or place of origin of Chapter 4 the nature and limited liability partnerships transactions Labuan 55. Legal personality separate 56. Limited liability of partners 57. Power partner to bind the limited liability partnerships Labuan 58. Partner relations 59. Arrangements by partners with limited liability partnerships Labuan 60. Assignment of interest 61. Admission and retirement of partners 62. Bankruptcy partner Chapter 5 management and administration limited liability partnerships Labuan 63. The registered office of limited liability partnerships Labuan 64. Partner set 65. Duties and responsibilities of partners set 66. Certificate of Limited Partnership annual solvency and Labuan limited liability Partnership 7 Chapter 6 limited liability partnerships Liquidation Labuan Section 67. Acceptance and winding up 68. Alternative procedure for voluntary winding up limited liability partnerships Labuan 69. Revocation of dissolution of part V GENERAL 70. Accounts shall be kept 71. The purpose of establishment of an authorised 72. Fi 73. Inspection and production of documents stored 74. Form of record of 75. Offences by body corporate 76. Documents shall be filed through a Labuan trust company 77. Penalties am 78. The authority to impose administrative penalties 79. Compounding of offences 80. Deletion of 81. The entry in the register of 82. The effect of the deduction is 83. Confidentiality of 84. Right to information 85. Application of the Labuan financial services Board Act 1996 86. Application of the law partnership 87. Procedure where not stated 88. The power to exclude the 8 laws of Malaysia ACT 89 Section 707. Regulations 90. Protection against legal proceedings law 91. Repeal and saving 9 laws of MALAYSIA Act 707 LIMITED PARTNERSHIP ACT and LIMITED LIABILITY PARTNERSHIPS LABUAN 2010 an act to provide for the establishment, regulation and dissolution of a limited partnership and limited liability partnerships Labuan Labuan and for matters connected or incidental thereto.

[February 11, 2010; P.u. (B) 61/2010] enacted by the Parliament of Malaysia as follows: part I preliminary short title and commencement 1. (1) this Act may be cited as the Limited Partnership Act and limited liability partnerships Labuan 2010.

(2) of this Act come into force on such date as the Minister may, by notification in the Gazette.


Interpretation 2. In this Act, unless the context otherwise requires — 10 laws of Malaysia ACT 707 "express" — (a) with respect to the limited partnership of Labuan, means the register maintained under subsection 5 (3);
and (b) with respect to limited liability partnerships Labuan, means the register maintained under

subsection 30 (7);

"certified" means certified in the manner prescribed as specific documents or as a true copy of that particular document;

"property" includes — (a) every type of asset, whether zahir or intangible, movable or immovable, tangible or intangible, however acquired; and (b) the document or legal instrument in any form, including electronic or digital, evidencing title to or interest on the assets, including bank cheques, money orders, shares, securities, bonds, bank drafts and letters of credit;

"partnership interest" means the part of a person's partner from the gains and losses of a limited partnership or limited liability partnerships Labuan Labuan, as the case may be, and the right to receive the asset allocation and sharing other benefits provided by the partnership agreement;

"Labuan" means the Federal territory of Labuan;

"Board" means the Board of Labuan financial services established under section 3 of the Labuan Financial Services Act 1996 [Act 545];


Limited Partnership and limited liability Partnership 11 Labuan "Court" means a court having competent jurisdiction;

"set", if there is no way mentioned, means the set from time to time by order published in the Gazette, and the power to set includes power to make different provisions in the order for people, class, category or description of different people, and "fixed" shall be construed accordingly;

"Minister" means the Minister for the time being charged with the responsibility for finance;

"State", if there is no way mentioned, means expressed from time to time in writing, and the power to express include the power to specifying different for people, class, category or description of different people, and "stated" shall be construed accordingly;

"statutory value" has the meaning assigned to it in subsection 10 (2);

"authorized officer" means an officer duly authorized by the Board under subsection 3 (2);

"partner" — (a) in relation to a partnership limited to Labuan, means a limited partner or general partner of the person; and (b) in relation to a limited liability partnerships Labuan, means a person is a partner, including partner set, in the partnership and named in the applications made to the Board under section 30 or notice filed under section 31, 12 laws of Malaysia ACT 707 as the case may be;

"General Partner", in relation to a partnership limited to Labuan, means a person named as a partner in a general partnership agreement filed under subsection 5 (2) and if more than one means of each general partner;

"the specified partner", in relation to a limited liability partnerships Labuan, means a partner who is identified as a partner of specified in an application made to the Board under section 30 or notice filed under section 31;

"limited partner", in relation to a partnership limited to Labuan, means a person named as a limited partner in the register kept under subsection 9 (5) and if more than one means each partner limited;

"approved liquidator" means a person approved under subsection 12 (1) of the Labuan 1990 [Act 441];

"resident" means a person who — (a) in relation to a natural person, was a citizen or permanent resident of Malaysia; and (b) in relation to any other person, has established a place of business, and is operating, in Malaysia, and includes any person designated as the resident pursuant to section 43 the Exchange Control Act 1953 [Act 17];

"certificate" means a certificate issued under this Act;


Limited Partnership and limited liability Partnership 13 Labuan "Corporation" means any body corporate established or incorporated or exists in Malaysia or outside Malaysia and includes a company foreign Labuan but does not include — (a) a corporation a;

(b) a trade union registered under any written law as trade unions; and (c) an organisation registered under any written law relating to co-operative societies;

"partnership agreement" means a written agreement partner-partner about the Affairs of a limited partnership or limited liability partnerships Labuan Labuan, as the case may be, and the rights and obligations of partners among them;

"Labuan limited liability partnership" means a limited liability partnership registered under section 30 or 48;

"Labuan limited partnership" means a limited partnership registered under section 5;

"Labuan trust company" means a company registered as a Labuan trust company under part V of the Financial Services Act and Labuan Securities 2010 [Act 704];

"Labuan company" has the meaning assigned to it in the companies act Labuan 1990;

"ringgit" means ringgit in Malaysia.



14 laws of Malaysia ACT 707 (2) for the purposes of this Act, a limited partnership of Labuan is insolvent at any time when the GPS was unable to meet their debts and obligations of the limited partnership, the Labuan does not include liability to partner with respect to the importance of its partnership, when it is payable, from the assets of the limited partnership that Labuan without using a separate asset general partner someone not donated to the Labuan limited partnerships , and "solvent" shall be construed accordingly.


PART II ADMINISTRATION of ACT administration of Act 3. (1) the Board shall be responsible for the administration of this Act, subject to the direction and control of the General Minister.

(2) the Board may authorize any member or officer to perform any of its functions, the exercise of any power, or perform any of its obligations under this Act.

(3) subject to certain restrictions, if any, as may be prescribed, an officer authorized shall perform

all functions, exercise all powers and perform all the duties of the Board and every function that implemented such power carried out such and obligations fulfilled such shall be deemed to have been implemented, carried out and fulfilled accordingly for the purposes of this Act.

(4) all courts, judges and those who acted in judicial shall give judicial notice to the seal of the Board.



Limited Partnership and limited liability Partnership 15 Labuan LABUAN LIMITED PARTNERSHIPS PART III Chapter 1 establishment of the Labuan limited partnerships Limited Partnerships Labuan 4. (1) subject to the provisions of this Act, a limited partnership of Labuan could formed by any person for any legitimate purpose.

(2) a limited partnership of Labuan shall consist of not less than two partners and not more than fifty partners who can be any person and from whom — (a) at least one shall be a general partner; and (b) at least one shall be a limited partner.

(3) a person may be a general partner and a limited partner at the same time in Labuan limited partnership the same.

(4) where a limited partnership was formed for the purpose of carrying out the Labuan any professional practice, the Labuan limited partnerships — (a) shall consist of partner that none of them is a corporation; and (b) must have professional indemnity insurance cover in force for amounts not less than the amount prescribed by 16 laws of Malaysia ACT 707 any insurers approved by the Board.


Labuan limited partnership registration 5. (1) an application for the registration of a limited partnership of Labuan shall be made to the Board and accompanied by the prescribed fee and any documents specified by the Board.

(2) the Board shall not register a limited partnership of Labuan unless has been filed with the Board a copy of the partnership agreement which was executed by each person, while established the Labuan limited partnerships, become partner and the partnership agreement shall state — (a) the name of the limited partnership which will be conducted in the Labuan;

(b) the address for the registered office of a limited partnership that Labuan;

(c) the full name and address of each general partner or, in the case of a corporation, the Corporation is incorporated and the place of the registered office or principal office;

(d) the terms, if any, of the limited partnership will exist or Labuan, if duration is not limited to, a statement to that effect;

(e) the type of business that will be undertaken; and (f) any other information as may be specified by the Board.

(3) the Board shall maintain a register for Labuan limited partnership registered under this Act.

Limited Partnership and limited liability Partnership 17 Labuan (4) when a limited partnership to be registered, the Board of Labuan shall issue a certificate of registration which shall be signed by the Board or any officer given his powers and sealed with the seal of the Board.

(5) a certificate issued under subsection (4) shall be conclusive evidence that a limited partnership has been registered with the Board of Labuan.

(6) the Board may impose or attach any conditions, restrictions or terms as it thinks fit for registration under this section.

(7) no nothing in this section shall be construed as requiring the Board to register a limited partnership if the Board is not satisfied with the details or other information provided under this Act.


Amendment of partnership agreement 6. (1) if any changes were made or incurred in respect of any of the details of the partnership agreement of a limited partnership of Labuan registered under section 5, the Labuan limited partnership shall, within thirty days, to file with the Board a notice signed by the general partner, which sets out the types of changes that.

(2) the Board shall register the notice referred to in subsection (1), and on payment of the prescribed fee, the Board may issue a certificate certifying the registration of change details in the agreement the partnership.

(3) the certificate issued under subsection (2) shall be signed by the Board or any officer given his powers and sealed with the seal of the Board, and such certificate shall be prima facie evidence in all courts of the change.
18 laws of Malaysia ACT 707 (4) the Board may, in any particular case, require a notice filed under subsection (1) are fixed by the Labuan limited partnerships in such manner as the Board may think fit.

(5) where a partnership limited to Labuan do not comply with subsection (1) or (4), each general partner shall be liable to an administrative penalty specified by the Board.


Labuan limited partnership name 7. (1) the name of a limited partnership shall end with the words of Labuan full "Limited Partnership" or the abbreviation "Ltd. p.", "LP", l. P "or any other form of abbreviation in Latin letters or words in the national language of a country that gives the connotation sharing limited or any abbreviation thereof which is approved by the Board.

(2) the name of a limited partnership may be written in capital letters, Labuan alphabet or a foreign language, provided that a translation that is accurate and certified for that name in English is used and clearly in every written communication sent by or on behalf of, the Labuan limited partnerships and every document issued or signed by or on behalf of, the Labuan limited partnerships.

(3) the name of a person of limited partner cannot be found in the name of a limited partnership of Labuan unless that name is also the name of one of the General partners or limited partnership the Labuan was carried out under that name before the admission of the partner as a limited partner.

(4) the name of the Corporation or any part of the name of the Corporation a person limited partner cannot be found in the name of a limited partnership of Labuan unless that name is also the name of the Corporation or part of the name of the Corporation for one general partner or limited partnership

Limited partnerships and limited liability Partnerships 19 the Thane was carried out under that name before the admission of partners of the Corporation as a limited partner.

(5) a limited partner's name or the name of him available in Labuan limited partnership name contrary to subsection (3) or (4) shall be liable as a general partner to any creditor of the limited partnership who have the Labuan credit without actually knowing that the limited partner is not a general partner.

(6) a limited partnership can be registered if Labuan did not name Labuan limited partnerships to be registered that is in the opinion of the Board is in any way misleading or otherwise inappropriate.


Change of name of Labuan limited partnership 8. (1) subject to subsection (2), a limited partnership of Labuan can convert name.

(2) where a partnership limited to Labuan limited partnership name change of Labuan shall, within thirty days, filed a notice of change of the Attorney General Partner to the Board indicating the type of changeover.

(3) if the Board approves the change of name, the Board shall, upon the prescribed fee, issue a certificate of registration of limited partnerships under the Labuan the new name and the new name changes will begin to take effect when the registration certificate is issued.

(4) if the name Labuan limited partnerships, either by accidental or otherwise and whether originally or by change of name is a name that Labuan limited partnerships with it shall not be registered without breaking section 7, 20 laws of Malaysia ACT 707 Labuan limited partnership shall change its name to a name which shall be approved by the Board and if the Board directs such , shall convert that name within thirty days after the date of the direction or such longer period as may be allowed by the Board.

(5) If a limited partnership fails to comply with the Labuan instructions given by the Board under subsection (4), limited partnerships that can apply a Labuan penalty Administration set out by the Board.

(6) a change of name pursuant to this Act shall not affect the identity of the Labuan limited partnerships or any rights or obligations of the limited partnership of Labuan, or defaces any legal proceedings by or against the limited partnership the Labuan.

(7) any legal proceedings that may be continued or commenced by or against the limited partnership with Labuan continue or previous name can be initiated by or against the limited partnership with its new name the Labuan.


Labuan limited partnerships registered office 9. (1) a limited partnership of Labuan shall have a registered office in Labuan which shall be the registered office of a Labuan trust company.

(2) a limited partnership of Labuan can change the registered office address from time to time by filing a notice of the Exchange with the Board.

(3) change of address shall be registered by the Board and shall come into force when registered.

(4) Notwithstanding subsection (3), until the conclusion of the period of thirty days beginning on the date of change of address of a Labuan limited partnerships registered, one can lawfully Limited Partnership and limited liability Partnership 21 Labuan deliver any document to the Labuan limited partnerships in the registered office is the earlier.

(5) a limited partnership shall keep at the Office of Labuan registered — (a) a register — (i) that shows, in the case of an individual, the full name and address of each general partner and limited partner and, in the case of a corporation, its full name, place of such corporation is incorporated and registered office or its main office; and (ii) that shows for each limited partner, if the limited partner participation was determined by the percentage of interest or by the number of units or other similar rights held by them, the percentage of interest or the number and class of units or other rights held;

(b) a copy of the partnership agreement for sharing the Labuan limited and each amendment made to him;

(c) a statement of the amount of contributions agreed to be made by limited partner and the time when, or event in the event, the contribution to be made;

(d) a statement of the amount of money and the nature and value of any other assets contributed by each limited partner and due dates;

(e) a statement of the amount of the contributions refunded to the limited partner and due dates; and 22 laws of Malaysia ACT 707 (f) such other information as may be specified by the Board.

(6) documents saved under subsection (5) shall — (a) constitute prima facie evidence of the particulars contained in, or required in order to be contained in the document;

(b) amended within thirty days of any change in the details; and (c) available for inspection and copying without a fee in normal business at the request of a person's partner.

(7) If a limited partnership fails to comply with this section of Labuan, Labuan limited partnership the General partners and each shall be liable to an administrative penalty specified by the Board.


Chapter 2 Administration and Management limited partnership limited partner Contribution Labuan 10. (1) any contribution made by a limited partner to a limited partnership may be in the form of money of Labuan in any currency, any other property, or services.

(2) If a limited partner's contribution is made or a promise to pick apart diaku in cash — (a) shall immediately be given to the contribution or part of the contributions or the contributions intended or Limited Partnership and limited liability Partnership 23 Labuan part of contribution intended, as the partnership agreement, a value known as the statutory values; and (b) the statutory values shall, for the purposes of this Act, be accepted as the value of the contribution or for parts of the contribution or, for the intended contribution or for the contribution was intended, as the case may be.


The rights and obligations of the general partner


11. (1) A person in a given GPS Labuan limited partnership shall have all the rights and powers and shall be subject to all the restrictions and liabilities of a partner in a partnership without limited partners except that, without the written consent or confirmation by all the limited partners, a general partner does not have the power to — (a) commits an act which makes the Labuan limited partnerships activities impossible carried out;

(b) possess any property limited partnership of Labuan, or dispose of any rights in any assets of the limited partnership for the purpose in addition to Labuan, the purpose of the partnership; or (c) admit a person as a general partner or limited partner, unless the right to do so provided in the partnership agreement.

(2) a general partner shall, unless otherwise provided in the partnership agreement or under this Act, carry out all the necessary functions related to the exercise of the limited partnership's activities, and should the Labuan discharging all the obligations imposed on the general partner of the limited partnership or the Labuan.
24 laws of Malaysia ACT 707 (3) a limited partnership assets transferred ownership of Labuan to or vested in or held on behalf of any one or more general partners or ownership transferred to or vested in the name of the limited partnership is to be held or be deemed to Labuan held by GPS, or, if more than one, by partner-partner General Association , as a limited partnership assets according to the terms of the Labuan partnership agreement.

(4) a debt or obligation incurred by the general partner in the course of activities of a limited partnership of Labuan shall be debts or obligations of the limited partnership that Labuan.

(5) a general partner shall at all times act in good faith in the interest of the limited partnership of Labuan.


Enforcement of the judgment against the property of the limited partnership Labuan 12. (1) subject to subsection (3), no judgment can be enforced against an asset limited partnership of Labuan unless the judgment was given against a GPS on its properties as a partner of a limited partnership the General of Labuan.

(2) the creditor for any general partner or limited partner, on the nature of the other partner as general partner or limited partner of a limited partnership may not make Labuan, claims against the limited partnership property that Labuan.

(3) no nothing in subsection (1) shall prevent the enforcement of a court order that relates to property of a limited partnership of Labuan in any case if, by reason of any matter referred to in paragraph 26 (1) (a) or (b), a judgment cannot be Limited Partnerships and limited liability Partnerships 25 Labuan on GPS on its nature as a general partner of a limited partnership that Labuan.


The right partner limited 13. (1) a limited partner has the same rights as a partner of am — (a) during business hours, to inspect and make copies of or take extracts from books, documents and records of Labuan limited partnerships;
and (b) to be given, upon request, a true and complete information of all things affecting the limited partnership of Labuan and to official briefed on the partnership affairs whenever circumstances make it fair and reasonable to do so.

(2) a limited partner shall not be entitled to dissolve a partnership with Labuan limited notice except as expressly provided in the partnership agreement or as provided under subsection 26 (3).

(3) subject to any provision, express or implied, in the partnership agreement to the contrary, a limited partnership of Labuan cannot be dissolved by — (a) in the case of a limited partner who is an individual, his death, programs in law, kebankrapannya, retirement or resignation from the Labuan limited partnerships; and (b) in the case of a limited partner is a corporation, its closure, kebankrapannya or 26 laws of Malaysia ACT 707 himself resigned from the Labuan limited partnerships.


14 profit sharing. (1) a limited partner has, subject to this Act and the partnership agreement, rights to share profits of a partnership limited to Labuan.

(2) a limited partner may receive from Labuan limited partnerships share of profits specified for the limited partner in the partnership agreement only if, at the time and immediately after the payment is made, the Labuan limited partnerships is solvent.

(3) for a period of six months from the date of receipt by the limited partner of any fee which is the share of profit sharing is limited to Labuan in circumstances the requirements of subsection (2) are not met, the payment shall be refunded by the limited partner with flowers at the rates fixed as far as the share of profits that have to pay their debts or obligations of the limited partnership Labuan incurred within that part of the profit is an asset the Labuan limited partnerships.


Managing by partner limited partnership with Labuan limited 15. (1) a limited partner may lend money to, borrow money from and make transactions with, general partner of the limited partnership on behalf of Labuan.

(2) unless the limited partner is a general partner, limited partner of someone who has, in respect of anything done under subsection (1), a claim against the assets of the limited partnership is to be staged as a creditor of Labuan to Labuan limited partnership in respect of the claim.
Limited Partnership and limited liability Partnership 27 Labuan (3) for the purposes of this section, a claim under subsection (2) shall not include a claim for the return of capital contribution.


Limited partner rights among them 16. (1) subject to subsection (2), the limited partners, partner in the relationship among them, are to be staged — (a) pari passu in respect of return of their contributions; and (b) pro rata with the contribution in respect of the profit.

(2) if there is more than one limited partner, the partnership agreement may provide that a limited partner or more shall have the rights that are greater than

other limited partner in respect of — (a) return of contributions;

(b) profit; and (c) any other matters.


Return of contributions of partners limited 17. (1) a limited partner may not, at the time of dissolution or otherwise, receive a payment out of capital of a limited partnership is the return off any part of its contribution to the Labuan limited partnership unless at the time and immediately after the payment is made limited partnership that was the solvent of Labuan.

28 laws of Malaysia ACT 707 (2) for a period of six months from the date of receipt by the limited partner of any payment which is a return of contributions or the contributions received by the limited partner in the circumstances the requirements in subsection (1) are not met, the payment shall be refunded by the limited partner with interest at the rate prescribed in so far as the contribution or contributions that have to pay their debts or obligations of Labuan limited partnership incurred during the period of the contribution a limited partnership assets the Labuan.

(3) Notwithstanding the provisions of this section, a limited partner is not liable to repay any payment which is a return of contributions or to contribute, except — (a) as provided in subsection (2);
or (b) in the case of fraud.

(4) subject to subsection (1) and (2), a limited partner may claim the payment of which is the return of all or part of the contribution — (a) upon the dissolution of the Labuan limited partnerships;

(b) at the time specified in the partnership agreement for pemulangannya; or (c) after the limited partner written notice six months to all other partner if there is no time specified in the partnership agreement that either for the return of contributions or for dissolution of a limited partnership that Labuan.

(5) a limited partner has only, notwithstanding its type, the right to claim and receive money as a return of contributions, unless the Limited Partnership — Partnership and limited liability 29 Labuan (a) there is a statement to the contrary in the partnership agreement; or (b) all partner give permission to return the contributions with another way.

(6) in this section "payment" includes the release of any obligation which forms part of the contribution of capital, and any liability for repayment in accordance with subsection (2) shall be construed accordingly.


Liability partnership limited partner limited to Labuan 18. A person shall be liable to the partner of the limited partnership limited Labuan for the difference, if any, between the amounts of money or other property contributed by the limited partner's limited partnership to Labuan or statutory value with the value of the money or other property specified in the documents saved under subsection 9 (5) which will be contributed by the limited partner's limited partnership to Labuan.


Limited partner's liability to creditors of 19. (1) except as provided in this Act, a limited partner is not liable for the debts and obligations of the limited partnership of Labuan.

(2) a limited partner is not liable as a general partner unless the limited partner takes part in the management of a limited partnership of Labuan.

(3) subject to subsection (4), if the limited partner takes part in the management of the limited partnership in its business dealings with Labuan who is not a partner, limited partner shall be liable, in the event of insolvency of the Labuan limited partnerships, for all debts and obligations of 30 laws of Malaysia ACT 707 Labuan limited partnership incurred during the period of the limited partner takes part in the management of the limited partnership as if the limited partner of Labuan is for that period is a general partner.

(4) a limited partner shall be liable under subsection (3) only to a person who makes transactions with limited partnerships the Labuan actually aware of the limited partner's involvement in the management of a limited partnership and the Labuan which then could reasonably believe that the limited partner is a general partner.

(5) a limited partner shall not be deemed to participate in the management of a limited partnership within the meaning of this section of Labuan by making one or more of the following: (a) to be a contractor for or agent or employee of Labuan limited partnerships or partner generally or to act as directors, officers or shareholders for general partner Corporation;

(b) consult with and advise someone GPS with respect to the limited partnership activities Labuan;

(c) investigate, review, approve or be notified of account or Labuan limited partnership Affairs or exercising any right conferred by this Act;

(d) Act as a guarantor or penggerenti for Labuan limited partnerships either generally or with respect to certain obligations;

(e) to approve or not to approve an amendment to the partnership agreement;

Limited Partnership and limited liability Partnership 31 Labuan (f) vote, or otherwise indicating approval or ketidaklulusan for, one or more of the following: (i) dissolution and winding up of the limited partnership of Labuan;

(ii) the purchase, sale, Exchange, leasing, backing up licenses, hipotekasi, or creation of a security interest, or any other business regarding any assets by or for limited sharing of Labuan;

(iii) the creation or renewal of an obligation by the Labuan limited partnerships;

(iv) a change in the types of activities sharing limited Labuan;

(v) the admission, dismissal or resignation of the general partner or limited self and continuation of the limited partnership Labuan thereafter;

(vi) a transaction in which a general partner or more have a real conflict of interest or a potential with a partner of limited or more;

(g) bring an action on behalf of a limited partnership of Labuan pursuant to subsection 22 (3).

(6) subsection (5) shall not be construed as an implied that ownership or the exercise of any other powers by a limited partner is certainly limited the participation by partners in the management of a limited partnership of Labuan.




32 laws of Malaysia ACT 707 admission limited partner and general partner for an additional 20. Someone limited partner or general partner further unacceptable into a limited partnership of Labuan unless — (a) in accordance with the partnership agreement or with the consent of all existing partners; and (b) with the entry in the register under subsection 9 (5).


Assignment 21. (1) a limited partner may not assign its interest, in whole or in part, in Labuan limited partnership unless — (a) each limited partner and all GPS complying or partnership agreement allow it; and (b) the assignment is made in accordance with the terms of the agreement or partnership agreement, as the case may be.

(2) the assignment of interests in whole or in part, for any limited partner cannot be a limited partner in the limited partnership until the ownership interests of Labuan insolvency of its rights is recorded in the register under subsection 9 (5), and until such recorded assigns that do not have any right of limited partner exercisable against the partnership or to any partner other than delivery rights.

(3) subject to subsection (4), when it became a limited partner, one assigns shall acquire the rights and powers and is subject to all the restrictions and liabilities owned by the submitters of its rights with respect to the Limited Partnership and limited liability Partnership 33 Labuan interest diserahhakkan that immediately before the assignment.

(4) upon becoming a limited partner a person assigns cannot assume any liability submitters rights arising under subsection 14 (3), 17 (2) or 19 (3) and, notwithstanding any terms in the partnership agreement or any other agreement to the contrary, such assignment shall not relieve the submitters that right of any liability under that subsection.

(5) an assignment made under this section shall be registered with the Board by a limited partnership of Labuan.

(6) when an assignment registered under subsection (5) and when the fee paid, the Board may issue a certificate for that purpose.

(7) a limited partner who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.


Legal proceedings and presentation of documents 22. (1) except as provided in this Act, legal proceedings by or against a limited partnership can only be initiated by the Labuan or against any one or more GPS and no limited partner can be a party to or named in the proceedings.

(2) a general partner or, with leave of the Court, any other person shall have the right to participate or otherwise start a proceeding against a limited partner or more that may be liable to the limited partnership of Labuan pursuant to subsection 14 (3), subsection 17 (2), section 18 or subsection 19 (3).
34 the laws of Malaysia ACT 707 (3) a limited partner may bring an action on behalf of Labuan limited partnership if any one or more general partners who have the power to do so has, without reasonable grounds, refuse to start the proceedings.

(4) for the purposes of this Act, service of documents on the general partner with respect to a limited partnership of Labuan can be done by leaving it at, or send it by post to, the registered office of a limited partnership that Labuan.

(5) If a document or notice was served in accordance with subsection (4), a document or notice is deemed to have been duly served on the Labuan limited partnerships.


The power of GPS to sign 23. If the general partner to execute a document on behalf of a limited partnership, he shall be deemed to Labuan with in favour of any person who is not a partner of that — (a) the general partner has the authority under which he purports to be acting; and (b) a document executed has been validly executed.


Chapter 3 the dissolution of a limited partnership dissolution Notice Labuan 24. (1) except as provided in sections 26 and 27, a limited partnership of Labuan cannot be dissolved by an act partner until notice of dissolution of a Limited Partnership and limited liability Partnership 35 Labuan signed by GPS has been filed by the general partner with the Board.

(2) when a notice of dissolution filed with the Board, the Board may cancel the registration of a limited partnership that Labuan.

(3) if the limited partnership is dissolved in contravention of Labuan subsection (1), each general partner commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.


Dissolution of partnership Labuan limited 25. (1) in the event of the dissolution of a limited partnership shall be hal-ehwalnya Labuan, wound up by GPS unless the Labuan limited partnerships activities were taken over and continued in accordance with subsection 26 (2) or unless the Court otherwise directs under subsection 27 (2).

(2) where the Affairs of a limited partnership by the partner of Labuan did not wound up after its closure, each general partner the General commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.


The dissolution of the limited partnership as a general partner of Labuan death 26. (1) Notwithstanding any provision, express or implied, in the partnership agreement to the contrary, but subject to subsection (2) and (3) — (a) if the general partner on single or is a person, his death, programs in law, kebankrapannya, retirement or 36 laws of Malaysia ACT 707 retreat itself from Labuan limited partnerships; and (b) if the general partner on single or is a corporation, its closure in the form of penggulungannya or other kebankrapannya or himself resigned from Labuan limited partnership shall cause immediate dissolution of the Labuan limited partnership shall immediately wound up — (A) in accordance with the partnership agreement; or (B) in accordance with the directions of the Court on the application of limited partner or limited partnership the creditors of Labuan.


(2) a limited partnership may be required so that Labuan did not wound-up under subsection (1) If, within sixty days from the dissolution, partner-partner limited, either unanimously or as otherwise provided in the partnership agreement, choosing a partner am or so, that in that case the Labuan limited partnership shall be deemed to have not been dissolved limited partnership's activities and Labuan could be taken over and proceed as provided in the partnership agreement or partnership agreement of the next.

(3) where a partnership limited to Labuan dissolved under subsection (1), and the limited partnership's activities is not the Labuan taken over and continued in accordance with subsection (2), a notice signed by the dissolution of a limited partner shall be filed within thirty days by the limited partner with the Board which can then cancel the registration of a limited partnership that Labuan.

(4) if notice is required so that is filed under subsection (3) is not filed in such a way, each limited partner shall be liable to an administrative penalty specified by the Board.
Limited partnerships and limited liability Partnerships 37 Labuan power of court to order the dissolution of 27. (1) the Court may, upon the application of one's partner, ordered the dissolution of Labuan limited partnership if the Court is satisfied that — (a) a limited partnership the Labuan in a manner inconsistent with the terms of a partnership agreement for the sharing of the Labuan limited;

(b) the limited partnership of Labuan is conducted in an oppressive one limited partner or more; or (c) has arisen circumstances make it fair and equitable for the Labuan limited partnership dissolved.

(2) If an order made under subsection (1), the Court may give such directions as he thinks fit with respect to the winding up of the limited partnership of Labuan.

(3) where a partnership limited to Labuan has dissolved under this section, the partner who made the application shall cause an order of such Court delivered to the Board within thirty days after the order is made and the Board may then cancel the registration of a limited partnership that Labuan.

(4) If a court order is not presented to the Board as required under subsection (3), the partner referred to in that subsection commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.


Solutions account when dissolved 28. If the account has been settled after the dissolution of a limited liability partnership, the partnership of Labuan against 38 laws of Malaysia ACT 707 creditors shall be paid first, and then tax liability due to the Government, and then, subject to a partnership agreement or subsequent agreement, other liability of the partnership shall be paid according to the following order: (a) to General partners other than for capital and profits;

(b) the limited partner in respect of the capital contribution;

(c) the limited partner in respect of their share of profits;

(d) to General partners in respect of their contributions; and (e) to General partners in respect of their share of profits.


PART IV LIMITED LIABILITY PARTNERSHIPS LABUAN Chapter 1 establishment of the limited liability partnership limited liability partnerships Labuan Labuan 29. (1) subject to the provisions of this Act, any two or more persons may establish a limited liability partnerships Labuan for any legitimate purpose.

(2) an individual or a corporation can be a partner in a limited liability partnerships Labuan.

Limited Partnership and limited liability Partnership 39 Labuan Labuan limited liability partnership Registration 30. (1) an application for the registration of limited liability partnerships of Labuan shall be made to the Board by any person who, when registered, will be the partner of set, and accompanied by the prescribed fee and any documents specified by the Board.

(2) the application shall state — (a) the name which the Labuan limited liability partnerships will be carried out;

(b) the address for the registered office of the Labuan limited liability partnerships;

(c) the full name and address of every person who will be a partner in the Labuan limited liability partnerships and, if any of such persons is a corporation where the Corporation is incorporated and registered office or its main office;

(d) the full name and address of the person who will be a partner and, if the person is a corporation where the Corporation is incorporated and registered office or its main office;

(e) the type of business you want to run; and (f) any other information as may be specified by the Board.

(3) when a limited liability partnership registered Labuan, the Board shall issue a certificate of registration which shall be signed by the Board or any officer given his powers and sealed with the seal of the Board.
40 laws of Malaysia ACT 707 (4) a certificate of registration issued under subsection (3) shall be conclusive evidence that the Labuan limited liability partnerships that have been registered with the Board.

(5) the Board may impose or attach any conditions, restrictions or terms as it thinks fit for registration under this section.

(6) no nothing in this section shall be construed as requiring the Board to register a limited liability partnerships if the Board is not satisfied with the details or other information provided under this Act.

(7) the Board shall maintain a register of Labuan limited liability partnership registered under this Act.


Registration of change details of 31. (1) if any changes were made or occurred in any of the particulars to be registered in respect of an limited liability partnerships Labuan registered under section 30, the Labuan limited liability partnership shall within thirty days after the change, or any further period allowed by the Board upon the application, file with the Board a notice signed by the specified partner, indicating the type of the change.

(2) the Board shall register the notice referred to in

subsection (1), and when the prescribed fees have been paid, the Board may issue a certificate certifying the registration of the details of the changes.

(3) the certificate issued under subsection (2) shall be signed by the Board or any officer given his powers and sealed with the seal of the Board, and Limited Partnership and limited liability Partnership 41 Labuan certificate shall be prima facie evidence in all courts of the change.

(4) a person cease to be a partner or partner may be prescribed for a limited liability partnership may file with the Board of Labuan notice referred to in subsection (1) if he has reasonable cause to believe that the Labuan limited liability partnerships will not be filing the notice with the Board.

(5) the Board may, in any particular case, require that a notice filed under subsection (1) corrected by Labuan limited liability partnerships in such manner as the Board may think fit.

(6) where a limited liability partnerships Labuan did not comply with subsection (1), limited liability partnerships that can apply a Labuan penalty Administration set out by the Board.


The name of the limited liability partnerships Labuan 32. (1) the name of a limited liability partnership shall end with the words of Labuan full "Labuan Limited Liability Partnership" or the abbreviation "(Labuan) L.L.P." or "LLP (Labuan)" or any other form of abbreviation in Latin letters or words in the national language of a country that gives the connotation limited liability partnerships or any abbreviation thereof which is approved by the Board.

(2) the name of a limited liability partnerships Labuan can in letters, alphabet or a foreign language, provided that a translation that is accurate and certified for that name in English is used and clearly in every written communication sent by or on behalf of, the Labuan limited liability partnerships and every document issued 42 laws of Malaysia ACT 707 or under , or on behalf of, the Labuan limited liability partnerships.

(3) a limited liability partnerships Labuan did not be registered if the name Labuan limited liability partnerships to be registered that is in the opinion of the Board is in any way misleading or otherwise inappropriate.


Change of name of Labuan limited liability partnerships 33. (1) subject to subsection (2), a limited liability partnerships Labuan can convert name.

(2) if the limited liability partnerships Labuan convert its name, Labuan limited liability partnerships that shall deliver a notice about the changeover to the Board under the provisions of subsection 31 (1).

(3) if the Board approves the change of name, the Board shall, upon the prescribed fee, issue a certificate of registration of limited liability partnerships of Labuan under the new name and the new name changes will begin to take effect when the registration certificate is issued.

(4) if the name Labuan limited liability partnerships, whether unintentionally or otherwise and whether originally or by change of name is a name that Labuan limited liability partnerships with it shall not be registered without breaking the section 32, Labuan limited liability partnership shall change its name to a name which shall be approved by the Board and if the Board directs such the name change, shall within thirty days after the date of the direction or such longer period as may be allowed by the Board.

(5) if the limited liability partnerships Labuan do not comply with the instructions given by the Board under subsection (4), Limited Partnerships and limited liability Partnerships 43 Labuan Labuan limited liability partnerships that may be subject to an administrative penalty specified by the Board.

(6) a change of name pursuant to this Act shall not affect the identity of the Labuan limited liability partnerships or any rights or obligations of Labuan limited liability partnerships, or defaces any legal proceedings by or against the Labuan limited liability partnerships.

(7) any legal proceedings that may be continued or commenced by or against the limited liability partnerships Labuan with the name originally may be continued or commenced by or against the limited liability partnerships that with its new name of Labuan.


Chapter 2 conversion to limited liability partnerships Labuan Labuan limited partnerships from Conversion to limited liability partnerships Labuan 34. (1) a limited partnership may turn to a Labuan limited liability partnerships Labuan if and only if the partner of limited liability partnerships Labuan Labuan limited partnerships to which it will be converted, comprising all the Labuan limited partnerships partner and no other person.

(2) in this chapter, "switch", in respect of a limited partnership off switch to limited liability partnerships Labuan, means a transfer of ownership of the property, interests, rights, privileges, liabilities, obligations and Labuan limited partnership enterprise to limited liability partnerships Labuan.



44 the laws of Malaysia ACT 707 Conversions from Labuan Labuan limited liability partnerships to 35. (1) a Labuan company can switch to limited liability partnerships Labuan if and only if — (a) no security interest in assets that exist or in force at the time of the application; and (b) limited liability partnerships partner Labuan Labuan company to which it is to be translated consists of all the shareholders of the company the Labuan and no others.

(2) in this chapter, "switch", in relation to the company off switch to limited liability partnerships Labuan, means a transfer of ownership of the property, interests, rights, privileges, liabilities, obligations and Labuan to the enterprises of the company limited liability partnerships Labuan.


The statement shall be filed 36. (1) a limited partnership company Labuan Labuan or can apply to switch to limited liability partnerships Labuan by filing with the Board of — (a) a statement by each partner sharing limited Labuan Labuan company shareholder, as the case may be, in any medium and form specified by the Board containing the following details:


(i) the name and registration number of the limited partnership or company the Labuan Labuan; and (ii) the date on which the registered limited partnership of Labuan under part III of this Act or Limited Partnerships Act Offshore Labuan Limited Partnerships and limited liability Partnerships 45 Labuan 1997 [Act 565], or the date on which the company's Labuan is incorporated under the companies act of Labuan 1990; and (b) all the information required under subsection 30 (2).

(2) the Board may, in any particular case, require that the statement referred to in paragraph (1) (a) verified in such manner as the Board may think fit.


Registration of change of 37. (1) on receipt of the statement of the limited partnership or the company's Labuan Labuan under section 36, the Board may, subject to the provisions of this Act, register the statement and issue a certificate of registration in such form as may be determined by the Board stating that the Labuan limited liability partnerships is, on and from the date specified in the certificate, registered under this Act.

(2) there is nothing in this section shall be construed as requiring the Board to register a limited liability partnerships Labuan if the Board is not satisfied with the details or other information provided under the provisions of this Act.


Effect of registration 38. (1) on and from the date of registration stated in the certificate of registration issued under subsection 37 (1) (referred to in this chapter as "date of registration") — (a) there shall be a limited liability partnerships Labuan with the name specified in the certificate of registration that is registered under this Act, with 46 laws of Malaysia ACT 707 all properties described in part IV of this Act and subject to the provisions of this Act;

(b) all movable and immovable property that vested in Labuan limited partnerships or company Labuan, all interests, rights, privileges, liabilities and obligations relating to the limited partnership or company the Labuan Labuan, and the overall limited partnership enterprise or company Labuan Labuan, as the case may be, shall be transferred ownership and vested in Labuan limited liability partnership without guarantee , act or deed more;

(c) a limited partnership or its Labuan Labuan shall be deemed to be dissolved; and (d) a limited partnership company Labuan Labuan or shall be removed from Labuan limited partnerships register maintained by the Board or express company which maintained under the companies act of Labuan 1990, respectively.

(2) where any property to which paragraph (1) (b) applies to be registered with an authority, Labuan limited liability partnership shall, as soon as practicable after the date of registration, to take all necessary steps as required by the relevant authorities to inform the relevant authorities about the details of conversion and limited liability partnerships that Labuan in any medium and form specified by the Board.


Proceedings pending 39. All proceedings by or against the limited partnership or the company's Labuan Labuan, as the case may be, which is still pending on the date of registration can continue, partnerships and Limited Liability Limited Partnership 47 Labuan resolved and enforced by or against the Labuan limited liability partnerships.


Continuation of the conviction, instructions, orders or judgements 40. Any conviction, direction, order or judgment in favour of or against a limited partnership company Labuan Labuan or enforceable by or against the limited liability partnerships Labuan.


Existing agreements 41. Every agreement for which limited partnership or its Labuan Labuan was a party immediately before the date of registration, whether or not of a such a way that rights and liabilities under the agreement assignable, shall become effective from that day as if — (a) that Labuan limited liability partnerships was a party to the Treaty rather than limited partnership or company the Labuan Labuan; and (b) any reference to the limited partnership or the company's Labuan Labuan, as the case may be, has been replaced with a reference to Labuan limited liability partnerships in respect of any matter to be done on or after the date of registration.


Existing contracts, etc.

42. all deeds, contracts, bonds scheme, agreement, application, the instrument and the arrangements that existed immediately before the date of registration relating to the limited partnership or Labuan Labuan, or company to which the sharing 48 laws of Malaysia ACT 707 Labuan or Labuan limited company is a party, shall remain in force on and after that date as if it relates to limited liability partnerships Labuan and enforceable by or against the limited liability partnerships that seem to Labuan limited liability partnerships that Labuan
named it or become a party to it and instead of sharing the company's Labuan Labuan limited or that.


Continuation of employment 43. Every employment contract to which section 41 or 42 applies shall remain in force on or after the date of registration as if limited liability partnerships Labuan is the employer under the employment contracts instead of sharing the company's Labuan Labuan limited or, as the case may be.


The appointment, authority or power existing 44. (1) every appointment of a limited partnership or company the Labuan Labuan in any role or nature in force immediately before the date of registration shall be in force and operates from that date seems limited liability partnerships Labuan is appointed.

(2) any authority or powers granted to the limited partnership or company the Labuan Labuan in force immediately before the date of registration shall be in force and operates from that date as if authority or power is given to the Labuan limited liability partnerships.


Application of section 38 to 44 45. Sections 38 to 44 shall not apply for any approval, licence or permit issued under any written law to the Labuan limited partnerships or Limited Partnership and sharing 49

Limited liability company, Thane in force immediately before the date of registration of limited liability partnerships Labuan.


Liabilities and obligations of partners prior to the conversion of 46. (1) Notwithstanding sections 38 to 44, every partner of a limited partnership was changed to off a limited liability partnerships of Labuan shall continuously be liable itself (in association and several with Labuan limited liability partnerships) for the liabilities and obligations of the limited partnership incurred before conversion Labuan or arising from any contract made before the conversion.

(2) if any partner of discharging any liabilities or obligations referred to in subsection (1), the partner is entitled, subject to any agreement with limited liability partnerships Labuan to the contrary, to fully indemnified by the Labuan limited liability partnerships in respect of liabilities or obligations of that.


Notice of change in invoices and correspondence 47. (1) limited liability partnerships of Labuan shall ensure that for a period of twelve months starting fourteen days after the date of registration, every invoice or official correspondence Labuan limited liability partnerships that therein the following: (a) a statement that the Labuan limited liability partnerships, from the date of registration, converted from a limited partnership company Labuan Labuan or, as the case may be, to Labuan limited liability partnerships; and (b) the name and registration number, if applicable, for the limited partnership or the company's Labuan Labuan 50 laws of Malaysia ACT 707 thereof limited liability partnerships Labuan is converted.

(2) any limited liability partnerships Labuan who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding ten thousand dollars and, in the case of a continuing offence, a further fine not exceeding one thousand dollars for each day or part thereof the offence continues after conviction.


Chapter 3 limited liability partnerships recognized registration of limited liability partnerships recognised 48. (1) a foreign limited liability partnership cannot have a place of business in Labuan or doing business in Labuan unless foreign limited liability partnership is registered as a limited liability partnerships recognised under this Act.

(2) every foreign limited liability partnership shall, before establishing a place of business, or doing business, in Labuan, filed with the Board for registration of — (a) a certified copy of the certificate for its incorporation or registration at the place of the foreign limited liability partnerships incorporated or place, or a document that carries similar effects;

(b) a certified copy of its partnership agreement, if any;

(c) a list of his partner that contains the full name and address of each partner and, if any of this person is a corporation, Limited Partnership and sharing place 51 Labuan limited liability where the Corporation is incorporated and the registered office or principal office;

(d) the full name and address of the partner or of any other person by whatever name called charged with the duties and obligations of a partner may be prescribed under this Act and, if this person is a corporation, the place where the Corporation is incorporated and the registered office or principal office;

(e) a memorandum of appointment or power of attorney under the seal of the foreign limited liability partnerships or executed on its behalf by any other means so that the binding of the foreign limited liability partnerships and, in any case, verified in the prescribed manner, stating the name of Labuan trust companies authorized to accept on his behalf service of process and any notices required to be served on the foreign limited liability partnerships; and (f) a statutory declaration in the prescribed form made by an officer of Labuan trust company, and the Board may, when prescribed fee paid, and subject to this Act and any conditions he, register foreign limited liability partnership under this part as a partnership limited liability is recognised.

(3) when a limited liability partnerships recognised registered, the Board shall issue a certificate of registration which shall be signed by the Board or any officer given his powers and sealed with the seal of the Board.

(4) a certificate of registration issued under subsection (3) shall be conclusive evidence that 52 laws of Malaysia ACT 707 limited liability partnerships recognised that has been registered with the Board.

(5) If a memorandum of appointment or power of attorney filed with the Board under paragraph (2) (e) was executed by a person on behalf of a foreign limited liability partnership, a copy of the deed or document through it the person authorised to complete a memorandum of appointment or power of Attorney that, which is verified by statutory declaration in the prescribed manner, shall be filed with the Board and the copy shall for all purposes be deemed to be the original.


The name of the limited liability partnerships recognised 49. (1) a foreign limited liability partnership cannot be registered under this part if the name of the foreign limited liability partnership that is in the opinion of the Board is in any way misleading or otherwise inappropriate.

(2) where a recognized limited liability partnerships were registered, whether by mistake or otherwise, in the name of whom limited liability partnerships recognised that should not be registered, the Board may, after giving notice of thirty days to limited liability partnerships recognised that requires it converts its name, delete the name of express when it defaults to comply with the requirements.

(3) no limited liability partnerships recognised can use, in Labuan or other places, in respect of acts done or to be done in Labuan, any other name under which it is registered under this part.


The registered office of limited liability partnerships recognised 50. (1) every limited liability partnerships recognised shall at any time have a registered office in

Limited Partnership and limited liability Partnership 53 Thane, which must be the main Office for a Labuan trust company.

(2) notice of the location of the registered office and any change thereof shall be filed with the Board within one month after the date of registration of limited liability partnerships recognised that or date changes, as the case may be.

(3) if there is a default in complying with this section limited liability partnerships recognised that and every partner set commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.


The statement shall be filed if details, etc., modified 51. (1) if any changes were made or occurred in such particulars in respect of an limited liability partnerships recognised registered under section 48, limited liability partnerships recognised it shall within thirty days after the change, or any extended period permitted by the Board upon the application, file with the Board a notice indicating the type of the change.

(2) on receipt of the details of the changes under subsection (1), the Board shall, subject to this Act, register the change and may, if it thinks fit by the Board, issue a certificate under his hand and seal, and such certificate shall be prima facie evidence in all courts of the change details of limited liability partnerships recognised that.

(3) where a limited liability partnerships recognised fails to comply with subsection (1), limited liability partnerships recognised that may be subject to an administrative penalty specified by the Board.

54 laws of Malaysia ACT 707 Presentation on limited liability partnerships recognised 52. (1) any process or notice required to be so served on limited liability partnerships recognised shall be conveyed adequately if addressed to the limited liability partnerships recognised that and left at or sent by post to the registered office in Labuan.

(2) Notwithstanding subsection (1) — (a) where a limited liability partnerships recognised default file with the name and address of the registered office authorized to accept on behalf of the service of process or the notice;

(b) if at any time a registered office has been notified as such no longer exists; or (c) If for any other reason the delivery process or notice shall not be implemented, process or the notice may be served on limited liability partnerships recognised by leaving it at, or send it by post to, a place of business established by limited liability partnerships recognised that in Labuan, or, if no such place of business established, processes or the notice may be served on limited liability partnerships recognised it by registered post to a place of business partnership limited liability is recognized in the country of its incorporation or registration.


Cessation of business in Labuan 53. If a limited liability partnerships recognised cease to have a place of business or cease doing business in Labuan limited liability partnerships recognised it shall, within thirty days after such a halt, file with the Board a notice of the fact that, from the day the notice and Partnership Limited Partnership and limited liability company, Labuan filed 55 such, its obligation to file any document, which is not a document that should have been filed before that day , with the Board shall cease, and the Board shall immediately issue a name limited liability partnerships recognised it from Express.


Pelikuidasian or liquidation of limited liability partnerships recognised in the place of incorporation or place of origin of 54. (1) where a limited liability partnerships recognised dilikuidasikan or dissolved in the place of incorporation, establishment or in place, limited liability partnerships recognised shall, within one month after the start of the pelikuidasian or dissolution or within such further time as may be allowed in certain circumstances by the Board, file or cause to be filed with the Board of — (a) a notice of pelikuidasian or dissolution;
and (b) when the foreign liquidator appointed for limited liability partnerships recognised that in the place of incorporation, establishment or place, a notice about the appointment.

(2) when a notice referred to in paragraph (1) (a) is received, the Board shall forthwith appoint a liquidator passed and until the appointed liquidator approved for limited liability partnerships recognised that, foreign liquidator referred to in subsection (1) shall have the powers and functions of an approved liquidator.

(3) if the limited liability partnerships recognised that does not file a notice under paragraph (1) (a), the Board may, at any time thereafter, appoint liquidator approved for limited liability partnerships recognised that.

56 laws of Malaysia ACT 707 (4) when a person approved liquidator appointed under subsection (2) or (3), the Court shall be deemed to have ordered the limited liability partnerships recognised that wound up.

(5) the Liquidator shall collect all assets approved limited liability partnerships recognised that are or can be obtained in Labuan and shall, upon doing so, have all the powers of a liquidator of a company approved for Labuan Labuan under the companies Act 1990.

(6) before paying or transferring the property to the foreign liquidator referred to in subsection (1) any property collected at Labuan, approved liquidator shall — (a) to pay to the Board all penalties, costs, fees and charges due and owing;

(b) pay the amount of tax payable under the Labuan business activity Tax Act 1990 [Act 445]; and (c) pay to any resident to whom, at the time of appointment of liquidator passed at Labuan, any debts incurred in good faith by limited liability partnerships recognised that with respect to the provision of services to or for sharing liability

limited recognized the payable, the amount of the debt, and penalties, costs, fees, charges, taxes and the debt shall be a charge on the assets of limited liability partnerships recognised the stages after the cost of approved liquidator but priority compared to all other charges and claims notwithstanding whatsoever.

Limited Partnership and limited liability Partnership 57 Labuan (7) limited liability partnerships recognised shall be deemed to continue to exist in Labuan until winding up things way in Labuan is resolved.


Chapter 4 the nature and limited liability partnerships transactions Labuan Personality separate law 55. (1) a limited liability partnerships formed through Labuan registration under this Act is a body corporate and shall have legal personality separate from his partner.

(2) a limited liability partnerships Labuan is perpetual.

(3) a limited liability partnership shall have all the powers of Labuan real people.

(4) a limited liability partnerships of Labuan shall, as its name suggests, is capable of — (a) sue and be sued;

(b) acquiring, owning, holding and develop or dispose of the property, both movable and immovable; and (c) have the seal of the Corporation.

(5) any change in the partners limited liability partnerships of Labuan shall not affect the existence, rights or liabilities of the Labuan limited liability partnerships.


58 laws of Malaysia ACT 707 limited liability partner 56. (1) a limited liability partnerships Labuan obligations whether arising from contract, tort or otherwise, is the obligations of limited liability partnerships Labuan alone.

(2) a partner shall not be liable own, directly or indirectly, through indemnity, contribution, or otherwise, for assessment of an obligation referred to in subsection (1) solely by virtue of being a partner for the Labuan limited liability partnerships.

(3) subsection (1) and (2) do not affect a person's liability in tort for acts of partner misconduct or the remainder of its own, but one partner cannot be liable himself for acts of misconduct or omission of any other partner of the Labuan limited liability partnerships.

(4) If a partner of a limited liability partnership of Labuan shall be liable to any person, other than the other partner Labuan limited liability partnerships that, as a result of acts of misconduct or the remainder of the current limited liability partnerships doing business or with the power of Labuan, Labuan limited liability partnerships that shall be liable to the same extent as the partner.

(5) the liability of the limited liability partnership shall be paid out of the assets of the Labuan limited liability partnerships that Labuan.

(6) Notwithstanding anything in this Act, a partner or former partner of a limited liability partnership who receives a distribution from Labuan limited liability partnerships Labuan that — (a) when limited liability partnerships Labuan is insolvent and knows or ought to know at the time of the distribution that Labuan limited liability partnerships is insolvent; or Limited Partnership and limited liability Partnership 59 Labuan (b) limited liability partnerships that result in Labuan becomes insolvent and knows or ought to know at the time of the distribution that the Labuan limited liability partnerships will become insolvent as a result of the Division, shall be liable to the Labuan limited liability partnerships for the amount or value of the distribution if the distribution has been received within six months prior to the commencement of the winding up of the Labuan limited liability partnerships.

(7) for the purposes of this section — (a) a limited liability partnerships Labuan is insolvent at any given time if — (i) limited liability partnerships Labuan at that time, was unable to pay his debts once the debt incurred in the ordinary course of business; or (ii) at the time, the value of the assets of limited liability partnerships Labuan that is less than the value of its liability;

(b) "distribution" means any dividend, profit, distribution or return of capital repayment by the Labuan limited liability partnerships, whether in the form of cash or goods;
and (c) a partner or former partner shall be deemed to have received the allocation if the distribution received by the partner or assigns of the former partner.


60 laws of Malaysia ACT 707 Power partner to bind the limited liability partnerships Labuan 57. (1) every partner of a limited liability partnerships agent for Labuan limited liability partnerships Labuan and, therefore, the Act of a person's partner on the nature of the partner as partner shall be binding on the Labuan limited liability partnerships.

(2) Notwithstanding subsection (1), a limited liability partnerships Labuan did not bound by anything done by partner in dealing with someone if — (a) partner in fact does not have the authority to act for the Labuan limited liability partnerships in it; and (b) the person knows that the partner does not have power or do not know or do not trust that the partner is a partner of the Labuan limited liability partnerships.

(3) If a person has cease to be a partner of a limited liability partnership, that person is considered Labuan, in respect of any person who deals with Labuan limited liability partnerships that, still being a partner of limited liability partnerships that Labuan unless — (a) the person dealing with limited liability partnerships Labuan had notice that former partner has cease to be a partner of the Labuan limited liability partnerships; or (b) a notice that a former partner has cease to be a partner of limited liability partnerships Labuan has been submitted to the Board.

(4) for the purposes of subsection (2), no person shall be deemed to have notice of any lack of power a person Limited Partnership and limited liability Partnership 61 Labuan partner just because of the fact that made available by the Board for inspection.


Contact partner


58. (1) except as otherwise provided by this Act, the rights and obligations with partner-partner of a limited liability partnership of Labuan, and mutual rights and obligations of a limited liability partnership with Labuan partner-partner, shall be determined by the partnership agreement.

(2) if there is no agreement on any matter, mutual rights and obligations of partners-partners of a limited liability partnership of Labuan, and mutual rights and obligations of a limited liability partnership with Labuan partner-partner shall be determined, subject to the terms of any partnership agreement, by the provisions of the following: (a) all the partners of a limited liability partnerships Labuan reserves the right to share equally the capital and profits of the Labuan limited liability partnerships;

(b) limited liability partnerships Labuan must indemnify every partner in respect of payments made and personal liabilities incurred by the partner — (i) in the ordinary course and proper business limited liability partnerships that Labuan; and (ii) in or about anything made with necessary for preservation of the business or property of the Labuan limited liability partnerships;

(c) every partner may take part in the management of the Labuan limited liability partnerships;
62 laws of Malaysia ACT 707 (d) no partner shall be entitled to remuneration for acting in the business or management of the Labuan limited liability partnerships;

(e) No person shall be admitted as a partner without the consent of all existing partners;

(f) any matter or issue relating to limited liability partnerships of Labuan shall be decided through a resolution passed by a majority of the number of partners, and for this purpose, each partner shall have one vote;

(g) each partner shall give the explanation is true and full information of all things affecting the limited liability partnerships Labuan to any other partner or representative in legal partner of the other;

(h) If a partner, without the consent of the Labuan limited liability partnerships, carry out any business the same kind of like and compete with Labuan limited liability partnerships, the partner must represent and pay to the Labuan limited liability partnerships that all profit made by him in the business;

(i) every partner must explain to the Labuan limited liability partnerships for any diperolehnya interest without the consent of the Labuan limited liability partnerships of any transaction concerning limited liability partnerships Labuan, or from any use by the partner of the property, names or any business relationship that Labuan limited liability partnerships; and (j) no majority partner can dismiss any partner unless authorized to do so by the Limited Partnership and limited liability Partnership 63 Labuan was given by expressly agreement between partner-partner.


Arrangements by partners with limited liability partnerships Labuan 59. Unless otherwise provided in the partnership agreement, one partner can make transactions with limited liability partnerships Labuan, including money to lend and borrow money from it.


Assignment of interest 60. (1) unless otherwise provided in the partnership agreement, a partner may assign the whole or any part of its interest in the distribution of limited liability partnerships Labuan but only to the extent that the partner entitled.

(2) an assignment under subsection (1) shall not in itself — (a) cause partner cease to be a partner of the Labuan limited liability partnerships; and (b) entitles the assignee to intervene in the management of the Labuan limited liability partnerships.


Admission and retirement of partners 61. (1) in addition to the person named as a partner in a partnership agreement, a person can be a partner of limited liability partnerships Labuan by agreement with existing partner.
64 the laws of Malaysia ACT 707 (2) a partner of limited liability partnerships Labuan can cease to be a partner in accordance with the partnership agreement, or in the absence of such agreement, with partner written notice of thirty days notice to the other partner about his intention to resign as a partner.

(3) without prejudice to the generality of subsection (2), a partner of a limited liability partnership of Labuan shall cease to be a partner when a partner dies or becomes dissolved.

(4) If a partner of a limited liability partnerships Labuan cease to be a partner, unless otherwise provided in the partnership agreement, the former partner of the personal representative or pelikuidasinya, as the case may be, is entitled to receive from the Labuan limited liability partnerships — an amount (a) equal to the contribution of the former capital partner to the Labuan limited liability partnerships and former partner to share in the accumulated profit limited liability partnership after the loss of the Labuan limited liability partnerships Labuan declined; and (b) determined at the date of former partner cease to be a partner.

(5) for the avoidance of doubt, a former partner of the personal representative or pelikuidasinya, as the case may be, cannot intervene in the management of limited liability partnerships Labuan.


Bankruptcy partner 62. If one partner of a limited liability partnerships Labuan sentenced bankrupt — Limited Partnership and limited liability Partnership 65 Labuan (a) kebankrapannya will not by itself cause the partner cease to be a partner of the Labuan limited liability partnerships; and (b) the Director-General of insolvency or any others on similar properties, or trustee of the estate of the bankrupt partner shall not be intervening in the management of limited liability partnerships Labuan but shall be entitled to receive a distribution from the Labuan limited liability partnerships entitled to received by the bankrupt partner under the partnership agreement.


Chapter 5 management and administration limited liability partnerships Labuan Office registered limited liability partnerships Labuan


63. (1) A limited liability partnerships of Labuan shall have a registered office in Labuan which shall be the registered office of a Labuan trust company.

(2) a limited liability partnerships Labuan can change the registered office address from time to time by filing a notice of the changes by the Board.

(3) change of address shall be registered by the Board and shall take effect when registered.

(4) Notwithstanding subsection (3), until the conclusion of the period of thirty days from the date of change of address of Labuan limited liability partnership is registered, a person can lawfully deliver any document on the Labuan limited liability partnerships registered in the Office before.

66 laws of Malaysia ACT 707 (5) a limited liability partnerships of Labuan shall keep at the Office of the registered — (a) a register showing — (i) the full name and address of each partner who is an individual and, in the case of a corporation, its full name, the place where the Corporation is incorporated and registered office or its main office; and (ii) if participation by the partner is determined by the percentage of interest or by the number of units or other similar rights held by them, the percentage of interest or the number and class of units or other rights held;

(b) a copy of the partnership agreement for limited liability partnerships Labuan, if any, and each amendment made to him;

(c) a statement of the amount of contributions agreed to be made by partners and the time when, or event in the event, the contribution to be made;

(d) a statement of the amount of money and the nature and value of any other assets contributed by each partner and due dates;

(e) a statement of the amount of the contributions refunded to the partner and due dates; and (f) any other information as may be specified by the Board.

(6) documents saved under subsection (5) shall be Limited Partnership and sharing — 67 Labuan limited liability (a) constitute prima facie evidence of the particulars contained in, or required that contained them;

(b) amended within thirty days of any change of particulars; and (c) available for inspection and copying without payment during ordinary business upon request of a person's partner.

(7) where a limited liability partnerships Labuan do not comply with this section, limited liability partnerships that Labuan and each partner shall be liable to an administrative penalty specified by the Board.


Partner set 64. (1) any person identified as partner specified in the application under paragraph 30 (2) (d) is set when a partner of limited liability partnerships Labuan is registered.

(2) a partner can be specified through partner and following an agreement with other partners-partner, and one partner can cease to be a partner determined by agreement with other partners-partner.

(3) there shall be at least one partner is determined, and if there is no specified partner appointed then every partner is partner set.

(4) Notwithstanding subsection (1), (2) and (3), a limited liability partnerships of Labuan may at any time submit to the Board — 68 laws of Malaysia ACT 707 (a) a notice that the partner mentioned shall be the partner stipulated; or (b) a notice that every person who from time to time is a partner of limited liability partnerships Labuan is partner is determined, and, when the notice is submitted, the notice shall have effect as if it specified in the application for registration under section 30 and 48.

(5) a notice given under subsection (4) — (a) shall be in the form specified by the Board; and (b) shall be signed by the partner stipulated limited liability partnerships Labuan or verified in such manner as may be specified by the Board.

(6) a person cease to be a partner of the set if he cease to be a partner.


Duties and responsibilities of partners set 65. Someone partner shall — (a) be responsible for doing all such acts, matters and things, which are required to be done by limited liability partnerships of Labuan under this Act; and (b) liable himself for all penalties imposed on Labuan limited liability partnerships for any breach of part IV and V unless specified partner satisfaction of the court hearing the matter that he should not be liable so.
Limited Partnership and limited liability Partnership 69 Labuan annual solvency Certificate 66. (1) a limited liability partnership shall file with the Board of Labuan, once in each calendar year, on or before the anniversary date of the registration of the Labuan limited liability partnerships or in any extended period granted by the Board, a certificate from the specified partner stating that he had considered the accounts, and certify, with or without conditions — (a) that the accounts show that the Labuan limited liability partnerships was solvent at the date as at the accounts is made;

(b) that he was not aware of any circumstances which makes the accounts, it is not true; and (c) that no circumstances have occurred since the date to date accounts is made which would render the Labuan limited liability partnerships is insolvent, and if such acknowledgement shall not be given unconditionally, matters in respect of which it is the conditional must be stated.

(2) any limited liability partnerships Labuan which fails to comply with subsection (1) — (a) commits an offence and shall, on conviction, to a fine not exceeding ten thousand dollars;
and (b) on conviction under paragraph (a), shall be wound-up by the Court pursuant to the provisions of part X (in so far as the provisions relating to company limited by shares) of the companies Act 1965 [Act 125] and the rules of the companies (winding-up) 1972 [P.U. (A) 289/1972], subject to such modifications and adaptations that 70 laws of Malaysia ACT 707 necessary, and in particular, the modifications referred to in subsection 67 (2).


(3) a partner of the prescribed filing certificate referred to in subsection (1) without having reasonable grounds for his opinion commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.


Chapter 6 Labuan limited liability partnerships Liquidation and winding up 67. (1) subject to sections 53 and 54 — (a) in the case of receipt of a Labuan limited liability partnerships, the provisions of part VIII (in so far as the provisions relating to company limited by shares) of the companies Act, 1965 shall apply;
and (b) in the case of winding up of a Labuan limited liability partnerships, the provisions of part X (in so far as the provisions relating to company limited by shares) of the companies Act 1965 and the rules of the companies (winding-up) 1972, or section 68 shall apply.

(2) the application of part VIII and part X (in so far as the provisions relating to company limited by shares) of the companies Act, 1965, and the rules of the companies (winding-up) 1972 under subsection (1) shall be subject to modifications and adaptations as may be necessary, and in particular the following modifications: (a) reference to "company" shall be considered as a reference to Labuan limited liability partnerships;
Limited partnerships and limited liability Partnerships 71 Labuan (b) the reference to "Director" or "Member" of a company shall be treated as a reference to partner a Labuan limited liability partnerships;

(c) a reference to "memorandum" and "matters of the company" shall be considered as a reference to a partnership agreement of a Labuan limited liability partnerships;

(d) a reference to "resolution" of the company shall be treated as a reference to the determination or decision Labuan limited liability partnerships; and (e) a reference to "share" a member of the company shall be treated as a reference to the importance of sharing one's partner in Labuan limited liability partnerships.


Alternative procedure for voluntary winding up limited liability partnerships Labuan 68. (1) where a limited liability partnerships Labuan has ceased operation and had fulfilled all debts and liabilities, a partner of the Labuan limited liability partnerships can, after giving notice in accordance with subsection (3), apply to the Board for a declaration of dissolution of the Labuan limited liability partnerships.

(2) an application for declaration of dissolution under subsection (1) shall be in writing and shall be accompanied by — (a) an affidavit made by the partner stipulated limited liability partnerships that Labuan stating — 72 laws of Malaysia ACT 707 (i) that Labuan limited liability partnerships that have ceased operations and had fulfilled all debts and liabilities, other than debts and liabilities owing to his partner; and (ii) that the notice required by subsection (3) has been given in accordance with that subsection and the date upon which the notice on publication or posting, as the case may be; and (b) a copy of the notice given under subsection (3).

(3) before making an application to the Board under subsection (2), the applicant shall ensure that a notice, which means that the applicant intends to apply to the Board for a declaration of limited liability partnerships liquidation Labuan — (a) has been published in at least one newspaper of Malaysia circulated widely and one international financial newspapers in an advertisement; and (b) has been sent by registered post to each partner of the Labuan limited liability partnerships at the address last known to the partner.

(4) an objection in writing by a partner or creditor shall be made to the Board within thirty days from the date of the notice for publication or posting, whichever is later.

(5) when a written protest against the dissolution of Labuan limited liability partnerships is received under subsection (4), the Board shall immediately notify the applicant for the Declaration of dissolution of the receipt of the objection and the identity of the objector.
Limited Partnership and limited liability Partnership 73 Labuan (6) the Board may, by notice in writing, declare that Labuan limited liability partnerships dissolved if — (a) no objection has been received under subsection (4);

(b) partner or creditor, as the case may be, withdraw the objection made under subsection (4); or (c) the Board decided that the objection made under subsection (4) that there is no justification.

(7) upon the dissolution of Labuan limited liability partnerships under subsection (6) is declared, the Board shall notify the Labuan limited liability partnerships that, subject to a partnership agreement for limited liability partnerships Labuan, it reserves the right to divide the assets of redundancies among partner-partner in accordance with the rights and interests of their respective.

(8) limited liability partnerships Labuan should notify the Board that the assets of the redundancies have been divided in accordance with subsection (7).

(9) Notwithstanding the Declaration of dissolution under subsection (6) and asset allocation under subsection (7) — (a) the liability, if any, for every partner of limited liability partnerships of Labuan shall be continuous and enforceable as if limited liability partnerships Labuan is not dissolved; and (b) the High Court may be winding Labuan limited liability partnerships in accordance with part X (in so far as the provisions relating to company limited by shares) of the companies Act 1965 and the rules of the companies (winding-up) 1972, seems it 74 laws of Malaysia ACT 707 is not dissolved, or the surplus assets are not divided, as the case may be.


Revocation of dissolution of 69. (1) the High Court may, on application of the Board, partner or creditor Labuan limited liability partnerships in two years from the date of dissolution, ordered the dissolution of limited liability partnerships Labuan is cancelled.

(2) an order under subsection (1) may be granted by the High Court if — (a) at the time of dissolution, the Labuan limited liability partnerships is operating;

(b) the limited liability partnership has yet to deliver the Labuan all debts and liabilities; or


(c) fair and reasonable to do so.

(3) in granting an order under subsection (1), the High Court may direct that the Labuan limited liability partnerships or any person affected with dissolution, restored to the same position, so far as may be, as if the limited liability partnerships Labuan is not dissolved.

(4) when the liquidation is cancelled under subsection (1), limited liability partnerships that shall notify Board of Labuan by delivering a copy of the order executed on board.






Limited Partnership and limited liability Partnership 75 Labuan part V GENERAL Accounts shall be kept for 70. (1) a limited partnership and limited liability partnerships Labuan Labuan shall keep such accounting and other records that are sufficient to explain the transaksinya and disclose with reasonable accuracy at any time the financial position of Labuan limited partnerships and limited liability partnerships that Labuan.

(2) every general partner or partner is determined, as the case may be, shall cause the appropriate entries to be made in the accounting and other records and Labuan limited partnerships or limited liability partnerships Labuan, as the case may be, within sixty days from the settlement of transactions to which they relate.

(3) the accounting and other records and a limited partnership and limited liability partnerships Labuan Labuan shall be kept at the registered office or elsewhere in Labuan which the general partner may consider appropriate or specified partner, as the case may be, and shall at any time is open for inspection by any partner.

(4) unless otherwise required in the partnership agreement, the account of a limited partnership and limited liability partnerships Labuan Labuan is not required to be audited.

(5) a general partner or partner set a limited partnership or limited liability partnerships Labuan Labuan, as the case may be, who did not take all reasonable steps to ensure compliance by Labuan limited partnerships or limited liability partnerships Labuan the requirements of this section is guilty of an offence against this Act.
76 laws of Malaysia ACT 707 Purpose the establishment of permitted 71. (1) a limited partnership and limited liability partnerships Labuan Labuan shall be subject to restrictions or prohibition as Labuan company under the companies act of Labuan 1990 unless expressly permitted under this Act or if the restriction or prohibition that permitted or set aside under the companies act of Labuan 1990, authorization or waiving of same shall equally apply to limited partnerships and limited liability partnerships Labuan Labuan accordingly.

(2) Notwithstanding subsection (1), the Minister may by notice published in the Gazette, order that a limited partnership or limited liability partnerships Labuan Labuan blocked or banned from conducting any business stated in Labuan and may, by notice published in the Gazette, impose conditions that are subject to it enterprise mentioned can be carried out by Labuan limited partnerships or limited liability partnerships Labuan.

(3) any limited partnership or limited liability partnerships Labuan Labuan which fails to comply with subsection (1) or fails to comply with an order of the Minister under subsection (2) commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.


Fi 72. (1) the Board may impose fees in respect of services provided by the Board under this Act.

(2) a limited partnership or limited liability partnerships Labuan Labuan shall pay such annual fee as may be determined, on or before each anniversary of the date of its registration.

(3) any fees collected by or paid to the Board under this Act shall form part of and Limited Partnership and limited liability Partnership 77 Labuan credited to the group the money is established under section 29 of Labuan Financial Services Act 1996.


Inspection and submission of documents saved 73. (1) subject to the provisions of this Act, a person may, if authorized by the Labuan limited partnerships or limited liability partnerships Labuan — (a) inspect the documents communicated to, registered by or filed with the Board under this Act and kept by the Board or, if deemed appropriate by the Board, a copy of the document; and (b) require the conferred upon him a copy of the certificate of registration of a limited partnership or limited liability partnerships Labuan Labuan or any other document or part of any other document referred to in paragraph (a).

(2) a copy of a certificate given under paragraph (1) (b) shall be certified by the Board and sealed with the seal of the Board.


Form of record of 74. Records of a limited partnership and limited liability partnerships Labuan Labuan required by this Act to be kept can be stored in the form of photographic film or can be recorded or recorded through the data processing system of mechanical or electronic or any other information storage device that is able to reproduce any information required in the form of writing that is understandable in a reasonable time.
78 laws of Malaysia ACT 707 offences by bodies corporate 75. If a body corporate commits an offence under this Act or any regulations made under this Act, any person who, at the time of the Commission of the offence was a Director, Manager, partner, Secretary or other similar officer or purporting to act on any such properties — (a) can be prosecuted separately or in association in the same proceedings together with the body corporate; and (b) if the body corporate were found guilty of that offence, shall be deemed to have committed the offence unless, having regard to the type of functions on the properties and all the circumstances, he proves — (i) that the offence was committed without the knowledge, consent or pembiarannya;
and (ii) that he took all reasonable steps and conducted all due diligence to prevent the Commission of the offence.



Documents shall be filed through a Labuan trust company 76. (1) every document required or permitted to be so filed with the Board under this Act shall be filed through a Labuan trust company.

(2) every application to the Board for any certificate or any extract or copy of any certificate issued under this Act or of any document filed with the Board shall be made by the Labuan trust companies.
Limited Partnership and limited liability Partnership 79 Labuan (3) subsection (2) shall not apply where an application is made by any partner of a limited partnership or limited liability partnerships Labuan Labuan limited partnership with respect to limited liability partnerships or Labuan Labuan, as the case may be, and documents, certificates, extracts or copies of it is for his personal use.

(4) where any document is required to be so filed or registered by the Board through trust companies in Labuan, Labuan trust companies shall, without prejudice to the obligations contained in the financial services act and Labuan Securities 2010 [Act 704], to ensure the validity of, the truth and the authenticity of the document.


77. General penalty Any person who commits an offence under this Act or any regulations made under this Act for which no penalty expressly provided shall, on conviction, to a fine not exceeding five thousand dollars.


The authority to impose administrative penalties 78. (1) the Board may impose administrative penalties on any person who fails to comply with any provision of this Act.

(2) the Board shall, before deciding to impose an administrative penalty on a person, deliver to him a written notice requesting he give the show on the reason why the administrative penalty should not be imposed thereon.

(3) If a satisfactory explanation is not received within the period specified in the notice, the Board may impose an administrative penalty of not more than the lesser of 80 laws of Malaysia ACT 707 five hundred dollars for each day of non-compliance and that amount may not exceed the overall amount of ten thousand dollars.

(4) If a person fails to pay an administrative penalty imposed by the Board under subsection (3), penalties imposed by the Board can be sued against him and can be retrieved as a debt due to the Board.


Compounding of offences 79. (1) the Board may, with the written consent of the public prosecutor, mengkompaunkan any offence committed by any person under this Act by making an offer in writing to that person for the offence by paying mengkompaunkan to the Board, within the time stated in the offer, an amount not exceeding fifty per cent of the amount of the maximum fine for the offence.

(2) an offer under subsection (1) may be made at any time after the offence, but before any prosecution had been initiated, and if the amount specified in the offer is not paid within the time stated in the offer or in any extended period granted by the Board, a prosecution for the offence may be commenced at any time after that to the person to whom the offer is made.

(3) If an offence has been compounded under subsection (1), no prosecution shall be instituted subsequently in respect of the offence against the person to whom the offer of compounding is made.

(4) any money received by the Board under this section shall be paid into and form part of the Fund established under section 29 of Labuan Financial Services Act 1996.

Limited Partnership and limited liability Partnership 81 Labuan Cut 80. (1) Notwithstanding any provision in this Act, if the Board is satisfied that a limited partnership or limited liability partnerships Labuan Labuan — (a) fails to pay any fees prescribed under this Act; or (b) has violated any provision of this Act, the Board may deliver a notice to the Labuan limited partnerships or limited liability partnerships of Labuan, which told him that his name can be deducted from the register, unless the limited partnership Labuan or Labuan limited liability partnerships that take any step or action to meremedi the default specified in the notice within thirty days of receiving the notice or such longer period that is extended by the Board.

(2) if the Board of — (a) receives from Labuan limited partnerships or limited liability partnerships Labuan, a notice stating that there is a chance it won't be able to meremedi of default specified in the notice under subsection (1); or (b) did not receive any reply from Labuan limited partnerships or limited liability partnerships Labuan to the notice under subsection (1), the Board may, within thirty days from the date referred to in the notice or after that, delete the name of the limited partnership or limited liability partnerships Labuan Labuan from express unless the limited partnership or limited liability partnerships Labuan Labuan the satisfaction of the Board that the name should not be cut.
82 the laws of Malaysia ACT 707 (3) a limited partnership or limited liability partnerships Labuan Labuan cut from the register under this section continues to be liable for all claims, debts, liabilities and obligations, and the deduction does not affect the liability of any of his partner.


The entry in the register of 81. (1) if the name of a limited partnership or limited liability partnerships Labuan Labuan has been deducted from the register under subsection 80 (2), limited partnership or limited liability partnerships Labuan Labuan, or partner or pelikuidasinya may, within three years immediately after the date of the deletion, apply to the Board such that the name Labuan limited partnerships or limited liability partnerships Labuan is placed back in the register , and when paid to the Board the prescribed restoration fee and all other prescribed fee payable, the Board may restore the name Labuan limited partnerships or limited liability partnerships that Labuan in the register.

(2) when the name of the limited partnership or partnership of Labuan

limited liability company, Labuan is placed back in the register, the name of a limited partnership or limited liability partnerships Labuan Labuan shall be deemed to have never been cut from the register.


The effect of the deduction is 82. (1) if the name of a limited partnership or limited liability partnerships Labuan Labuan has been deducted from the express, limited partnership or limited liability partnerships Labuan Labuan, and partner, liquidator and receiver, may not — (a) initiate or defend any legal proceedings, to carry out any business or by any other means of managing the assets of the limited partnership or limited liability partnerships Labuan Labuan it;
Limited Partnership and limited liability Partnership 83 Labuan (b) defend any legal proceedings, to make any claim or claim any rights for, or on behalf of a limited partnership or limited liability partnerships Labuan Labuan it; or (c) Act in any way concerned with the Affairs of a limited partnership or limited liability partnerships Labuan Labuan accordingly.

(2) Notwithstanding subsection (1), if the name of a limited partnership or limited liability partnerships Labuan Labuan has been deducted from the express, limited partnership or limited liability partnerships Labuan Labuan, or partner, liquidator or receiver, may — (a) apply to the Board such that the Labuan limited partnerships or limited liability partnerships Labuan is registered again;

(b) continue the defence of legal proceedings that have been instituted against Labuan limited partnerships or limited liability partnerships Labuan it before the date of the deletion; and (c) continue to undertake legal proceedings that have been initiated on behalf of Labuan limited partnerships or limited liability partnerships Labuan it before the date of the deletion.

(3) the fact that the name of a limited partnership or limited liability partnerships Labuan Labuan has been deducted from the register shall not be construed as preventing — (a) a limited partnership or limited liability partnerships Labuan Labuan that than be liable for any liabilities;

84 laws of Malaysia ACT 707 (b) any person from making a claim against the limited partnership or limited liability partnerships Labuan Labuan, and continue the claim until the judgment or execution; or (c) the Court from giving any order provided under this Act.


Confidentiality of 83. (1) No person shall in any way have access to any records, books, registers, correspondence, documents, materials or information, in relation to the business and Affairs of a limited partnership or limited liability partnerships Labuan Labuan, as the case may be, can give, open, reveal, publish or otherwise disclose to any person the records, books, registers, letters-correspondence, documents, materials or information that.

(2) all proceedings, other than criminal proceedings, relating to a limited partnership or limited liability partnerships Labuan Labuan shall be instituted in any Court, whether under the provisions of this Act or for the purpose of determining the rights or obligations of the partner.

(3) proceedings in subsections (2) and any appeal from such proceedings, shall, unless ordered otherwise by the High Court, be heard privately and no details of the proceedings for publication by any person without the permission of the High Court.

(4) the provisions of subsection (1) shall not apply — (a) if the disclosure is required to — (i) pursuant to an order of any court in any proceedings;

Limited Partnership and limited liability Partnership 85 Labuan (ii) for the purposes of the implementation of the functions of the Supervisory Board provided under the Labuan financial services Board Act 1996; or (iii) for the purposes of section 22 Labuan business activity Tax Act 1990; or (b) where there is consent of all partners limited partnership or limited liability partnerships Labuan Labuan.

(5) If an order referred to in subparagraph (4) (a) (i) have been obtained through an application ex-parte, a limited partner of a limited partnership or partner Labuan or Labuan limited liability partnership, as the case may be, may notify the person affected by the order and when notification is received, the person affected may file an application to be to the Court to challenge the order or otherwise to comply with the order accordingly.

(6) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding three years or to both.

(7) no nothing in this section shall prevent any court from exercising its discretion to require any person to produce any document or to give any evidence in any proceedings before the Court in connection with the proceedings.





86 the laws of Malaysia ACT right to information 707 84. (1) Notwithstanding any provisions of this Act, the Board may — (a) for the purposes of his satisfaction that the provisions of this Act are complied with and that the limited partnership or limited liability partnerships Labuan Labuan, as the case may be, is in a strong financial position — (i) have access to and examine the books, records, vouchers, documents, cash and securities for a limited partnership or limited liability partnerships Labuan Labuan; and (ii) require any partner, officer or employee of a limited partnership or limited liability partnerships Labuan Labuan to produce any information, statistics, statements or documents; and (b) require, at any time, a limited partnership or limited liability partnerships Labuan Labuan or any of his partner to produce any information, statistics, statements or documents relating to the partnership to the Board at the time and place specified by the Board.

(2) if any person required under subparagraph (1) (a) (ii) or paragraph (1) (b) to provide such information, statistics, statement or document to the Board, that person shall submit information, statistics, statement or document to the Board in the form and manner and within the period specified by the Board in the request.

(3) any person who fails to comply with subsection (2)

commits an offence and shall, on conviction, liable to a fine of limited Partnership and limited liability Partnership 87 Labuan not exceeding one million dollars or to imprisonment for a term not exceeding three years or to both.

(4) where any person is required to provide to the Board any information, statistics, statements or documents under subparagraph (1) (a) (ii) or paragraph (1) (b), the person is not able to submit any information, statistics, statements or documents as true and accurate for which he knows, or has reason to believe, is false, inaccurate or misleading.

(5) any person who fails to comply with subsection (4) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding three years or to both.

(6) any partner, officer or employee of a limited partnership or limited liability partnerships Labuan Labuan, as the case may be, that prevent or menggalang the Board or any authorized person while performing any power referred to in subsection (1) commits an offence and shall, on conviction, to a fine not exceeding ten thousand ringgit.

(7) the disclosure by any person of any information to the Board as required by the Board under subsection (1) shall not be an offence under this Act.


Application of Act 1996 85 Labuan financial services. In the event of any inconsistency between any of the provisions of this Act with the provisions of the Act the Board of Labuan Financial Services Act 1996, then referred to shall be overcome.


88 the laws of Malaysia ACT 707 application of the law partnership 86. (1) the pillars of equity and common law applicable to partnership — (a) shall continue to apply to a limited partnership of Labuan, except so far as not in line with the provisions of this Act real; and (b) shall not apply for a Labuan limited liability partnerships.

(2) the provisions of the Partnership Act 1961 [Act 135] shall not apply to a limited partnership and limited liability partnerships Labuan Labuan established or registered under this Act.


Procedure where not stated 87. If any act or step required or allowed to be done or taken under this Act and no forms or procedures mentioned either in the Act or regulations made under this Act, the application may be made to the Board to obtain instructions on how to which the Act or the move may be made or taken, and any act or move made or taken in accordance with the directions of the Board shall be valid for the execution of the Act or the move.


Power to exclude 88. The Minister may, on the recommendation of the Board, exclude a Labuan limited partnerships or limited liability partnerships Labuan or a person or class of persons or any class of Labuan limited partnerships or limited liability partnerships of Labuan from any provisions of this Act and may, in granting the exemption, impose such terms and conditions as the Minister considers appropriate.
Limited Partnership and limited liability Partnership 89 Labuan regulations 89. (1) the Minister may, on the recommendation of the Board, make regulations to fix all matters and things required or authorised by this Act to be prescribed or provided for, or as are necessary or expedient to be prescribed or provided for, to carry out, or perform completely, the provisions of this Act.

(2) regulations made under this Act shall be set aside for any act or omission in violation of the regulations to be an offence and may provide for a penalty of a fine not exceeding twenty-five thousand dollars or imprisonment for a term not exceeding three years or to both.


Protection against legal proceedings law 90. No action can be taken or brought, instituted or maintained in any court against — (a) the Board, any authorized officers, agents or servants of the Board; and (b) any other person or due to or connected with any act done or purporting to be made by that person under the order, direction or guidance of the Board or any authorized officer, agent or servants of the Board, if an act is done in good faith and with a reasonable belief that it is necessary for the purposes for which it is intended to be achieved by him and for carrying out the provisions of this Act.


90 laws of Malaysia ACT 707 Repeal and saving 91. (1) for the purposes of this section, "effective date" shall bear the meaning of the date specified by the Minister in section 1.

(2) of the Labuan Offshore Limited Partnership 1997 [Act 565] terminated from the effective date.

(3) Notwithstanding subsection (2) — (a) all regulations, orders, notifications, exclusions and other subsidiary legislation, approval, direction, results and other executive acts, whatever named, made, given or done under or pursuant to, or in accordance with the Limited Partnership Act Offshore Labuan 1997 shall be deemed to have been made, given, or done, under or in accordance with, the provisions in this Act equivalent , and shall remain in force in full and seberkesannya in relation to the person to whom they apply until amended, repealed, cancelled, revoked or replaced under, by or under the authority of, the provisions of equal in this Act;

(b) every instructions, notices, guidelines or circulars issued by the Board or the Minister under the Labuan Offshore Limited Partnership 1997 prior to the effective date and in force immediately before the effective date, shall be deemed to have been lawfully issued under this Act under specific provisions of this Act equal to the things being said in the instructions, notice , guidelines or circulars and shall remain in force in full and seberkesannya until it is amended, revoked, cancelled, revoked or replaced under this Act;

Limited Partnership and limited liability Partnership 91 Labuan (c) an application for the approval or consent, or for any other purposes whatsoever notwithstanding, or such

appeal relating to the application, which is made by a person to the Minister or to the Board under the Labuan Offshore Limited Partnership 1997 prior to the effective date, and pending immediately before the effective date, if any, shall be equivalent to the provisions in this Act, be dealt with as if it is made under the provision and, if no provision equivalent to in this Act, the application or the appeal shall lapse on the effective date; and (d) all transactions or business which executed or entered into lawfully, and all businesses made lawfully, under the Limited Partnership Act, or Labuan Offshore 1997 by a person approved or registered under the Limited Partnerships Act Offshore Labuan 1997, with any other person, shall be deemed to have been executed, entered into, or carried out, in accordance with the law and with valid , under and in accordance with this Act, and as such, any right or liability under transactions and affairs that, immediately before the effective date, shall be deemed to be in legal and valid under this Act.


92 the laws of MALAYSIA Act 707 LIMITED PARTNERSHIP ACT and SHARING LIABITI LABUAN LIMITED 2010 LIST AMENDMENT of laws that amend the short title effect from-No-93 laws of MALAYSIA Act 707 LIMITED PARTNERSHIP ACT and SHARING LIABITI LABUAN LIMITED 2010 LIST SECTION AMENDED Section Power amend with effect from-no-