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LLP Dissolution in Malaysia: A Comprehensive Guide

Introduction:

In Malaysia’s evolving business environment, the Limited Liability Partnership (LLP) has emerged as a preferred partnership structure. With its unique blend of traditional partnership traits and limited liability advantages, it’s no wonder entrepreneurs are gravitating towards it. However, the dissolution of an LLP remains a complex process. This guide aims to demystify the LLP dissolution process in Malaysia for businesses looking to wrap up operations compliantly.

Limited Liability Partnership vs. Traditional Partnership

Distinguishing between an LLP and a traditional partnership is pivotal. As highlighted in Malaysia’s Limited Liability Partnership Act 2012, a traditional partnership exposes partners to personal financial liabilities for business debts. In stark contrast, an LLP in Malaysia ensures partners enjoy the benefits of active business management while their personal assets remain shielded from business debts.

Step-by-Step Guide to Dissolving an LLP in Malaysia

For an LLP in Malaysia, the process of dissolution involves several strategic steps to ensure a smooth and legally compliant transition. Notably, the process begins with a Statutory Declaration, which, crucially, is executed solely by the partner initiating the dissolution process.

Application Flow for Declaration of Dissolution:

Step 1: Notice from Inland Revenue Board (IRB)

Initiate the dissolution by obtaining a written clearance from the IRB, a crucial step for any LLP dissolution in Malaysia.

Step 2: Notice of Dissolution and Gazette

Notify all partners about the impending dissolution. Moreover, make a public announcement in newspapers in both English and the national language. For reference, check our sample notices here.

Step 3: Application for Declaration of Dissolution

Within a week of the public announcement, submit a comprehensive dissolution application to the Registrar. This package should include:

  • Statutory Declaration.
  • Notice to partners.
  • IRB clearance.
  • Newspaper announcement.
Step 4: Rights to Object

Partners are accorded a 30-day period post-application to raise any objections to the dissolution.

Step 5: Registrar’s Decision

An LLP is officially dissolved when the Registrar gives the nod, provided no valid objections are raised.

Step 6: Distribution of Surplus Assets

Ensure the transparent and fair distribution of any remaining LLP assets, adhering to pre-existing partnership agreements.

Conclusion

Understanding the intricacies of LLP dissolution in Malaysia is critical for businesses aiming for a seamless and compliant closure. This guide serves as a roadmap, but expert advice can further ease the process.

For more insights on the LLP dissolution process in Malaysia or bespoke assistance, feel free to connect with our team.

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About the author:
This article was written by Lim Yong Lin, Trainee Lawyer – law firm in Kuala Lumpur, Malaysia.
 
The view expressed in this article is intended to provide a general guide to the subject matter and does not constitute professional legal advice. You are advised to seek proper legal advice for your specific situation.

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