SSM LLP Registration (Malaysia)
APPLICATION FOR REGISTRATION OF LIMITED LIABILITY PARTNERSHIP
Limited Liability Partnerships Act 2012 (LLPA 2012) | Companies Commission of Malaysia (SSM)
TO: The Registrar of Limited Liability Partnerships, Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia)
PART A: LLP DETAILS
Proposed LLP Name: [LLP Name]
Principal Activities: [Principal Activities]
Registered Office: [Registered Office]
Financial Year End: [Financial Year End]
PART B: PARTNER DETAILS
Partner 1 Name: [Partner 1 Name]
Partner 1 NRIC / Reg. No.: [Partner 1 NRIC]
Partner 1 Address: [Partner 1 Address]
Partner 2 Name: [Partner 2 Name]
Partner 2 NRIC / Reg. No.: [Partner 2 NRIC]
Partner 2 Address: [Partner 2 Address]
Additional Partners: [Additional Partners]
PART C: COMPLIANCE OFFICER
Compliance Officer Name: [Compliance Officer Name]
Compliance Officer NRIC: [Compliance Officer NRIC]
Compliance Officer Address: [Compliance Officer Address]
DECLARATION BY PARTNERS
We, the undersigned partners of [LLP Name], hereby apply for registration of the above LLP under the Limited Liability Partnerships Act 2012. We declare that:
(a) All information provided is true and correct to the best of our knowledge and belief;
(b) The proposed LLP name complies with Section 15 of LLPA 2012 and ends with 'PLT';
(c) All partners satisfy the eligibility requirements under LLPA 2012;
(d) [Compliance Officer Name] has consented to act as the compliance officer and is ordinarily resident in Malaysia as required by Section 22 of LLPA 2012.
Partner 1
________________
Signature
Partner 2
________________
Signature
What Is a SSM LLP Registration (Malaysia)?
An SSM LLP Registration in Malaysia is the formal application submitted to the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia, or SSM) to incorporate a Limited Liability Partnership (LLP) under the Limited Liability Partnerships Act 2012 (LLPA 2012). The Limited Liability Partnerships Act 2012, enacted by the Malaysian Parliament and administered by SSM, created a new business structure combining the operational flexibility of a partnership with the limited liability protection traditionally associated with companies incorporated under the Companies Act 2016.
An LLP registered under LLPA 2012 is a body corporate with a legal personality separate from its partners under Section 9 of LLPA 2012. This means the LLP can own property, enter into contracts, sue and be sued in its own name, and continue in existence regardless of changes in its membership. The personal liability of each partner is limited to their agreed contribution to the LLP, unlike in a conventional partnership under the Partnership Act 1961 where each partner bears unlimited personal liability for the partnership's debts and obligations.
The LLP structure under LLPA 2012 was specifically designed for professional service firms — including law firms (governed by the Legal Profession Act 1976), accounting firms (governed by the Accountants Act 1967 and the Malaysian Institute of Accountants, MIA), architectural practices, and engineering firms — as well as for joint ventures and small to medium enterprises (SMEs) that prefer a lighter regulatory burden than that imposed by the Companies Act 2016 on private limited companies (Sdn Bhd).
An LLP registered with SSM must have a minimum of two partners (individuals or bodies corporate) with no upper limit on the number of partners under Section 8 of LLPA 2012. The LLP must maintain a compliance officer — a natural person ordinarily resident in Malaysia — who serves a function similar to the company secretary under the Companies Act 2016, being responsible for lodging documents with SSM and confirming compliance with LLPA 2012. The LLP's name must end with 'PLT' (Perkongsian Liabiliti Terhad) under Section 15 of LLPA 2012, distinguishing it from companies (Sdn Bhd / Bhd) and conventional partnerships.
The legal framework governing the SSM LLP Registration (Malaysia) in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a SSM LLP Registration (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2016 (Act 777) sets the foundational requirements.
When Do You Need a SSM LLP Registration (Malaysia)?
An SSM LLP Registration is required in Malaysia when two or more persons or entities wish to establish a business with the liability protection of a company but with the structural flexibility and reduced regulatory burden of a partnership.
An LLP registration is needed when professional service providers — lawyers, accountants, auditors, architects, engineers, or consultants — wish to practise together under a common firm name with limited liability protection. Professional LLPs allow senior practitioners to share profits and management responsibilities while protecting each partner's personal assets from liability for the negligent acts of other partners, as provided under Section 11 of LLPA 2012.
An LLP registration is required when two or more entrepreneurs wish to establish a joint venture for a specific business project without the formality and ongoing compliance costs of incorporating a private limited company under the Companies Act 2016. An LLP does not require annual audited accounts (unless the LLP's annual turnover exceeds RM 2.5 million under Section 69 of LLPA 2012), reducing compliance costs for smaller ventures.
An LLP registration is needed when an existing general partnership under the Partnership Act 1961 wishes to convert to an LLP structure to obtain limited liability protection for its partners without fully converting to an Sdn Bhd. Section 77 of LLPA 2012 provides a mechanism for converting a partnership to an LLP by application to SSM.
An LLP registration is required when a group of investors or business associates wish to pool capital and resources for a real estate investment, intellectual property development, or business venture, with the flexibility to allocate profits and losses in the manner agreed in the LLP agreement without being bound by the dividend restrictions applicable to companies under the Companies Act 2016.
An LLP registration is needed when foreign investors wish to establish a presence in Malaysia in a flexible structure — foreign persons may be partners in a Malaysian LLP, subject to sector-specific restrictions under Malaysian investment policy and approval by MIDA or the relevant licensing authority.
What to Include in Your SSM LLP Registration (Malaysia)
A complete SSM LLP Registration application under LLPA 2012 must include the following essential elements.
LLP Name: The proposed name of the LLP must be approved by SSM through a name search on the MySSM portal before registration. Under Section 15 of LLPA 2012, the name must end with 'PLT' (Perkongsian Liabiliti Terhad). SSM will reject names that are identical or confusingly similar to existing registered LLPs, companies, or trade marks registered under the Trade Marks Act 2019.
Partner Particulars: Full legal names, NRIC numbers (for Malaysian individual partners) or company registration numbers (for corporate partners), addresses, and contact details of each partner. There must be a minimum of 2 partners. Partners may be individuals or body corporates, including companies registered under the Companies Act 2016, foreign companies, or other LLPs.
Principal Activities: A description of the LLP's principal business activities, specified using Malaysia Standard Industrial Classification (MSIC) 2008 codes. Professional LLPs (law firms, accounting firms) must provide evidence of the relevant professional body's approval or eligibility (e.g., Bar Council approval for legal LLPs under the Legal Profession Act 1976, MIA approval for audit LLPs under the Accountants Act 1967).
Registered Office: The address of the LLP's registered office in Malaysia, to which all official correspondence from SSM will be sent. The registered office must be a physical address in Malaysia and cannot be a P.O. Box.
Compliance Officer: Full name, NRIC number, and address of the compliance officer — a natural person who is ordinarily resident in Malaysia, appointed under Section 22 of LLPA 2012. The compliance officer is responsible for filing annual declarations with SSM and confirming the LLP maintains its statutory obligations.
LLP Agreement: While an LLP agreement is not required to be filed with SSM, the partners should execute a written LLP agreement under Section 24 of LLPA 2012 setting out capital contributions, profit-sharing arrangements, partner rights and duties, decision-making procedures, and mechanisms for admission and retirement of partners.
Declaration and Fees: A declaration by all partners confirming compliance with LLPA 2012 eligibility requirements, together with the registration fee payable to SSM as prescribed under the Limited Liability Partnerships (Fees) Regulations 2012.
Additional compliance elements for a SSM LLP Registration (Malaysia) used in Malaysia include: Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). SSM LLP Registration (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/business/corporate/ssm-llp-registration-malaysia
"SSM LLP Registration (Malaysia) (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/business/corporate/ssm-llp-registration-malaysia.
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author = {{Forms Legal}},
title = {SSM LLP Registration (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/corporate/ssm-llp-registration-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
}Frequently Asked Questions
A Limited Liability Partnership (LLP) under the Limited Liability Partnerships Act 2012 and a private limited company (Sdn Bhd) under the Companies Act 2016 are both separate legal entities with limited liability, but they differ significantly in structure and compliance. An LLP has partners (not shareholders) and does not issue shares or share capital. An LLP is not required to hold annual general meetings, file audited accounts (if turnover is below RM 2.5 million), or comply with the extensive governance requirements of the Companies Act 2016. An Sdn Bhd has shareholders and directors, must file annual returns with SSM, hold AGMs (or pass written resolutions), and maintain audited accounts regardless of size unless exempted. An LLP's name ends in 'PLT' while an Sdn Bhd's name ends in 'Sdn Bhd'. An LLP is not eligible for certain government incentives that require Sdn Bhd status — such as some MIDA investment incentives — and may not be the preferred structure for raising external equity investment, as LLPs cannot issue shares.
A foreign national may be a partner in a Malaysian LLP registered under the Limited Liability Partnerships Act 2012, subject to sector-specific restrictions and compliance with Malaysian immigration law. Foreign partners who are not ordinarily resident in Malaysia may hold a partnership interest in a Malaysian LLP, but the LLP must have at least one compliance officer who is a natural person ordinarily resident in Malaysia under Section 22 of LLPA 2012. In regulated industries — such as law firms under the Legal Profession Act 1976, audit firms under the Accountants Act 1967, or architectural practices under the Architects Act 1967 — additional approval from the relevant professional body is required before a foreign national may practice as a partner. For LLPs engaged in general commercial activities, foreign partners may need to obtain approval from the Malaysian Investment Development Authority (MIDA) or comply with relevant equity requirements under the Guidelines on Foreign Participation in the Distributive Trade Services Malaysia or other sector-specific guidelines.
An LLP registered under the Limited Liability Partnerships Act 2012 is not required to have its accounts audited if its annual turnover does not exceed RM 2.5 million. Under Section 69 of LLPA 2012, LLPs with turnover above RM 2.5 million must have their accounts audited by an approved company auditor as defined in Section 5 of the Companies Act 2016 — a person registered with the Malaysian Institute of Accountants (MIA) and approved by the Registrar of Companies. All LLPs must lodge an annual declaration (Form LLP 5) with SSM under Section 68 of LLPA 2012 within 90 days of the end of the financial year. The annual declaration includes a statement of the LLP's financial position, a declaration of solvency, and confirmation that the LLP is solvent and has met its obligations during the year. Failure to lodge the annual declaration attracts a penalty under Section 68(5) of LLPA 2012.
An LLP registered under the Limited Liability Partnerships Act 2012 may be dissolved by voluntary arrangement, court order, or SSM administrative strike-off. A voluntary dissolution under Section 54 of LLPA 2012 requires all partners to agree and a notice of dissolution to be lodged with SSM. Where an LLP is insolvent, the Insolvency Act 1967 applies and a winding-up order may be obtained from the High Court of Malaya. SSM may also strike off an LLP under Section 58 of LLPA 2012 if the LLP has ceased operations or failed to lodge its annual declaration for two consecutive years. Upon dissolution, any remaining assets of the LLP are distributed among the partners according to the LLP agreement or, if none, equally among the partners. Debts and liabilities are discharged before any distribution to partners. A dissolved LLP ceases to exist as a legal entity from the date of dissolution published in the Federal Gazette.
An LLP registered under LLPA 2012 must comply with the following annual obligations. First, the compliance officer must lodge the annual declaration (Form LLP 5) with SSM within 90 days after the end of each financial year under Section 68 of LLPA 2012, declaring the LLP's financial position, solvency status, and any changes in partners or the compliance officer. Second, if the LLP's annual turnover exceeds RM 2.5 million, audited accounts must be prepared and attached to the annual declaration. Third, any changes to the LLP's registered particulars — including changes in partners, registered office address, compliance officer, or principal activities — must be notified to SSM within the timeframes specified in LLPA 2012. Fourth, the LLP must file income tax returns with the Inland Revenue Board of Malaysia (LHDN) under the Income Tax Act 1967 — an LLP is taxed as a partnership, with each partner assessed individually on their share of LLP profits. Annual compliance costs for an LLP are generally lower than for an Sdn Bhd, making the LLP structure attractive for smaller professional practices and SMEs.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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