The Limited Liability Partnership Contract is a crucial document for businesses seeking to establish an LLP structure in Malaysia. This hybrid business vehicle, governed by the Limited Liability Partnerships Act 2012, combines the flexibility of a partnership with the limited liability protection typically associated with companies. The document is particularly suitable for professional services firms, small and medium enterprises, and joint ventures seeking operational flexibility while maintaining asset protection for partners. It includes comprehensive provisions for partnership governance, capital contributions, profit sharing, management structure, and dispute resolution mechanisms. The contract must comply with Malaysian regulatory requirements, including the appointment of compliance officers and maintenance of proper records. This document type is especially relevant for businesses looking to scale operations while maintaining professional autonomy and limiting personal liability.
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1. Parties: Identification of all founding partners (individual and/or corporate) with their full details
2. Background: Context of the LLP formation, business purpose, and partners' intention to form the LLP
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Formation and Registration: Details of LLP registration, business name, registered office, and compliance requirements
5. Nature of Business: Specified scope of business activities the LLP will undertake
6. Capital Contributions: Initial and subsequent capital contributions by partners, including valuation of non-cash contributions
7. Partnership Interests: Partners' ownership percentages and any classes of partnership interests
8. Management Structure: Governance framework, appointment of compliance officers, decision-making processes
9. Partners' Rights and Obligations: Detailed rights, duties, and responsibilities of partners
10. Meetings and Resolutions: Procedures for partner meetings, voting rights, and resolution passing
11. Financial Affairs: Financial management, accounting practices, and distribution of profits/losses
12. Addition and Retirement of Partners: Procedures for admitting new partners and handling partner retirement
13. Transfer of Partnership Interest: Rules and restrictions regarding transfer of partnership interests
14. Termination and Dissolution: Grounds and procedures for termination and winding up of the LLP
15. Dispute Resolution: Mechanisms for resolving disputes between partners
16. Governing Law: Specification of Malaysian law as governing law and jurisdiction
1. Intellectual Property Rights: Used when the LLP will develop or own significant IP assets, defining ownership and usage rights
2. Non-Competition and Confidentiality: Added when partners need to be bound by specific non-compete and confidentiality obligations
3. Insurance: Include when specific insurance requirements need to be maintained by the LLP
4. External Financing: Required when the LLP anticipates taking loans or external funding
5. Compliance Officer Duties: Detailed section when compliance responsibilities need elaborate specification
6. Foreign Partnership Provisions: Include when any partners are foreign entities or individuals
7. Special Business Provisions: For LLPs in regulated industries requiring specific compliance measures
1. Schedule 1 - Partner Details: Detailed information about each partner including contact details and initial capital contributions
2. Schedule 2 - Initial Capital Contributions: Itemized list of all initial capital contributions including valuations of non-cash assets
3. Schedule 3 - Business Plan: Initial business plan and operational framework
4. Schedule 4 - Management Procedures: Detailed procedures for day-to-day management and decision-making
5. Schedule 5 - Profit Sharing Ratios: Detailed breakdown of profit and loss sharing arrangements
6. Appendix A - Compliance Requirements: Specific regulatory compliance requirements applicable to the LLP
7. Appendix B - Forms and Notices: Standard forms for partnership notices, resolutions, and other formal communications
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