Labuan Limited Liability Partnership

A limited liability partnership (LLP) is a business entity comprising two or more partners who operate or manage a business together. LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. It is capable of entering into contracts and holding property in its own name.

The minimum number of partners for a Labuan LLP is two partners i.e. one designated partner and one limited partner.

A Labuan LLP is a type of business entity that permits a partner to be shielded from liability for partnership obligations created by another partner's, or person's misconduct.


Advantages of Limited Liability Partnership

  1. It protects members from personal liability, except to the extent of their investment in the LLP.
  2. LLP is not a separate entity for income tax purposes. Profits and losses are passed through directly to the partners.


Registration Requirements for Labuan Limited Liability Partnership

The general process for registering limited liability partnership involves the following:

  1. The applicant must appoint a Labuan trust company for the registration, which would conduct due diligence on the applicant. All documentation required to be submitted to Labuan FSA must be filed through a Labuan trust company.

  2. A Labuan LLP shall have either the words "Labuan Limited Liability Partnership", "(Labuan) L.L.P." or "Labuan LLP" as part of its name (any other abbreviations in romanised characters which connotes a limited liability partnership maybe approved by Labuan FSA).

  3. The name maybe in foreign characters, alphabet or language provided that an accurate and certified rendition of the name in the English language is clearly stated in all its documents.

  4. The application for registration must be accompanied by the relevant documents and payments.

 

Partnership Registration under Labuan Islamic Financial Services and Securities Act 2010 (LIFSSA)

Section 131 (2) of the LIFSSA Act requires that the applicant appoint a qualified person to act as a Syariah adviser for the partnership. The duties of the Syariah adviser pertain to the management and operations of the Islamic partnership to ensure compliance with Shariah principles.


Approval Process

Upon lodgement of complete documentation and payment of fees as well as clearance from the due-diligence process conducted by Labuan FSA, a Labuan LLP can be approved for registration within 24 hours.


Documents and Fee Structures

Documents

(i)   Form 10 – Application for registration of a Labuan limited liability partnership; and
(ii)  Certified copy of the Partnership Agreement.



Fee Structures

  Amount
Registration Fee RM 1,000
Certificate of Registration RM 50
Annual Fee (on or before the anniversary date of registration) RM 1,000