AKTA PERKONGSIAN TERHAD DAN PERKONGSIAN LIABILITI TERHAD LABUAN 2010

) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette.

Interpretation

a corporation sole;

a trade union registered under any written law as a trade union; and

a society registered under any written law relating to co-operative societies;

“court” means a court of competent jurisdiction;

“designated partner”, in relation to a Labuan limited liability partnership, means a partner identified as a designated partner in the application made to the Authority under section 30 or a notice filed under section 31;

“general partner”, in relation to a Labuan limited partnership, means a person who is named as a general partner in the partnership agreement filed under subsection 5(2) and if more than one, means each general partner;

“Labuan” means the Federal Territory of Labuan;

“Labuan company” has the meaning assigned to it in the

Labuan Companies Act 1990;

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“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 Labuan Financial

Services and Securities Act 2010 [Act 704];

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

“Minister” means the Minister for the time being charged with the responsibility for finance;

“partner”—

in relation to a Labuan limited partnership, means a limited partner or a general partner; and

in relation to a Labuan limited liability partnership, means a person who is a partner, including a designated partner, in that partnership and named as such in the application made to the Authority under section 30 or a notice filed under section 31, as the case may be;

“partnership agreement” means an agreement in writing of the partners as to the affairs of a Labuan limited partnership or a

Labuan limited liability partnership, as the case may be, and the rights and obligations of the partners among themselves;

“partnership interest” means a partner’s share of the profits and losses of a Labuan limited partnership or a Labuan limited liability partnership, as the case may be, and the right to receive distribution of partnership assets and other benefits conferred by the partnership agreement;

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“prescribe”, where no mode is mentioned, means prescribe from time to time by order published in the Gazette, and a power to prescribe includes the power to make different provisions in the order for different persons, classes, categories or descriptions of persons, and “prescribed” shall be construed accordingly;

“property” includes—

assets of every kind, whether corporeal or incorporeal, movable or immovable, tangible or intangible, however acquired; and

legal documents or instruments in any form, including electronic or digital, evidencing title to or interest in, such assets, including bank cheques, money orders, shares, securities, bonds, bank drafts and letters of credit;

“register”—

in respect of Labuan limited partnerships, means the register maintained under subsection 5(3); and

in respect of Labuan limited liability partnerships, means the register maintained under subsection 30(7);

“resident” means a person who—

in relation to a natural person, is a citizen or permanent resident of Malaysia; and

in relation to any other person, has established a place of business, and is operating, in Malaysia, and includes a person who is declared to be a resident pursuant to section 43 of the *Exchange Control Act 1953 [Act 17];

“ringgit” means a ringgit in the currency of Malaysia;

*NOTE—The Exchange Control Act 1953 [Act 17] has since been repealed by the Financial Services Act 2013 [Act 758] which comes into operation on 30 June 2013—see section 271 Act 758.

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“specify”, where no mode is mentioned, means specify from time to time in writing, and a power to specify includes the power to specify differently for different persons, classes, categories or descriptions of persons, and “specified” shall be construed accordingly;

“statutory value” has the meaning assigned to it in subsection 10(2).

) For the purposes of this Act, a Labuan limited partnership is insolvent at a particular time when the general partner is unable to discharge the debts and obligations of the Labuan limited partnership, excluding liabilities to partners in respect of their partnership interests, as they fall due, out of the assets of the Labuan limited partnership without recourse to the separate assets of a general partner not contributed to the Labuan limited partnership, and “solvent” shall be construed accordingly.

) The Authority may authorize any of its members or officers to perform any of its functions, exercise any of its powers, or discharge any of its duties under this Act.

) Subject to such limitations, if any, as may be prescribed, an authorized officer shall perform all the functions, exercise all the powers and discharge all the duties of the Authority and every function so performed, power so exercised and duty so discharged shall be deemed to have been duly performed, exercised and discharged for the purposes of this Act.

) All courts, judges and persons acting judicially shall take judicial notice of the seal of the Authority.

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) A Labuan limited partnership shall consist of not less than two partners and not more than fifty partners who may be any person and of whom—

one at least shall be a general partner; and

one at least shall be a limited partner.

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

) Where a Labuan limited partnership is formed for the purpose of carrying on any professional practice, the Labuan limited partnership—

shall consist of partners none of whom is a corporation;

and

shall have in force professional indemnity insurance cover for an amount not less than the prescribed amount with any insurer approved by the Authority.

Registration of Labuan limited partnership

) The Authority shall not register a Labuan limited partnership unless there has been filed with the Authority a certified copy of a partnership agreement executed by each person who is, on the formation of the Labuan limited partnership, to be a partner and the partnership agreement shall state—

the name under which the Labuan limited partnership is to be conducted;

the intended address of the registered office of the Labuan limited partnership;

the full name and address of each general partner or, in the case of a corporation, the place where it is incorporated and its registered or principal office;

the term, if any, for which the Labuan limited partnership is to exist or, if for unlimited duration, a statement to that effect;

the nature of business to be undertaken; and

such other information as may be specified by the Authority.

) The Authority shall maintain a register of Labuan limited partnerships registered under this Act.

) Upon the registration of a Labuan limited partnership, the

Authority shall issue a certificate of registration which shall be signed by the Authority or any of its authorized officers and sealed with its seal.

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

) The Authority may impose or attach any condition, restriction or term as it thinks fit to a registration under this section.

) Nothing in this section shall be construed as to require the

Authority to register a limited partnership if it is not satisfied with the particulars or other information furnished under this Act.

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Amendment of partnership agreement

) The Authority shall register the notice referred to in subsection (1), and upon payment of the prescribed fee, the

Authority may issue a certificate certifying the registration of the change in particulars in the partnership agreement.

) The certificate issued under subsection (2) shall be signed by the Authority or any of its authorized officers and sealed with its seal, and that certificate shall be prima facie evidence in all courts as to the change.

) The Authority may, in any particular case, require a notice filed under subsection (1) to be rectified by the Labuan limited partnership in such manner as the Authority considers fit.

) If a Labuan limited partnership fails to comply with subsection (1) or (4), each of the general partners shall be liable to an administrative penalty as specified by the Authority.

Name of Labuan limited partnership

) The name of a Labuan limited partnership may be in foreign characters, alphabet or language provided that an accurate and certified rendition of the name in the English language is employed and is clearly stated in every written communication sent by, or on behalf of, the Labuan limited partnership and every document issued or signed by, or on behalf of, the Labuan limited partnership.

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) The name of a limited partner shall not appear in the name of a Labuan limited partnership unless it is also the name of one of the general partners or the Labuan limited partnership has been carried on under that name before the admission of that partner as a limited partner.

) The corporate name or any part of the corporate name of a limited partner shall not appear in the name of a Labuan limited partnership unless it is also the corporate name or part of the corporate name of one of the general partners or the Labuan limited partnership has been carried on under that name before the admission of that corporate partner as a limited partner.

) A limited partner whose name or corporate name appears in the name of the Labuan limited partnership contrary to subsection (3)

or (4) shall be liable as a general partner to any creditor of the

Labuan limited partnership who has extended credit without actual knowledge that the limited partner is not a general partner.

) A Labuan limited partnership shall not be registered where the name of the Labuan limited partnership to be registered is in the opinion of the Authority in any way misleading or otherwise undesirable.

Change of name of Labuan limited partnership

) Where a Labuan limited partnership changes its name, it shall, within thirty days, file a notice of the change signed by a general partner to the Authority specifying the nature of the change.

) If the Authority approves the change of name, the Authority shall, on payment of the prescribed fee, issue a certificate of registration of the Labuan limited partnership under the new name and upon the issue of the certificate of registration the change of name shall become effective.

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) If the name of a Labuan limited partnership is, whether through inadvertence or otherwise and whether originally or by a change of name, a name by which the Labuan limited partnership could not be registered without contravention of section 7, the

Labuan limited partnership shall change its name to a name to be approved by the Authority and if the Authority so directs, shall so change it within thirty days after the date of direction or such longer period as the Authority allows.

) If the Labuan limited partnership fails to comply with the direction given by the Authority under subsection (4), it shall be liable to an administrative penalty as specified by the Authority.

) A change of name pursuant to this Act shall not affect the identity of the Labuan limited partnership or any rights or obligations of the Labuan limited partnership, or render defective any legal proceedings by or against the Labuan limited partnership.

) Any legal proceedings that might have been continued or commenced by or against the Labuan limited partnership by its former name may be continued or commenced by or against the

Labuan limited partnership by its new name.

Registered office of Labuan limited partnership

) A Labuan limited partnership may change the address of its registered office from time to time by filing a notice of change with the Authority.

) The change of address shall be registered by the Authority and shall take effect upon such registration.

) Notwithstanding subsection (3), until the end of a period of thirty days beginning on the date on which a change of address of a Labuan limited partnership is registered, a person may validly serve any document on the Labuan limited partnership at its previous registered office.

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) A Labuan limited partnership shall keep at its registered office—

a register—

showing, in the case of an individual, the full name and address for each limited partner and general partner and, in the case of a corporation, its full name, the place where it is incorporated and its registered or principal office; and

showing for each limited partner, where the participation of limited partners is defined by percentage interests or by the number of units or other similar rights held by them, the percentage interest or the number and class of units or other rights held;

a copy of the partnership agreement of the Labuan limited partnership and each amendment made thereto;

a statement of the amount of contributions agreed to be made by limited partners and the time at which, or events on the happening of which, the contributions are to be made;

a statement of the amount of money and the nature and value of any other property contributed by each limited partner and the dates thereof;

a statement of the amount of contributions returned to limited partners and the dates thereof; and

such other information as may be specified by the Authority.

) The documents kept under subsection (5) shall be—

prima facie evidence of the particulars contained in, or required to be contained therein;

amended within thirty days of any change in the particulars;

and

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available for inspection and copying without charge during ordinary business hours at the request of a partner.

) If a Labuan limited partnership fails to comply with this section, the Labuan limited partnership and each of the general partners shall be liable to an administrative penalty as specified by the Authority.

) Where the contribution of the limited partner is made or undertaken to be made otherwise than in cash—

there shall forthwith be assigned to that contribution or part of that contribution or to that intended contribution or part of that intended contribution, in accordance with the partnership agreement, a value to be known as a statutory value; and

the statutory value shall, for the purposes of this Act, be accepted as the value of that contribution or that part of the contribution or, of that intended contribution or that part of the intended contribution, as the case may be.

Rights and obligations of general partner

do an act which makes it impossible to carry on the activities of the Labuan limited partnership;

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possess any Labuan limited partnership property, or dispose of any rights in any Labuan limited partnership property, for other than a partnership purpose; or

admit a person as a general partner or a limited partner, unless the right to do so is given in the partnership agreement.

) A general partner shall, unless otherwise provided for in the partnership agreement or under this Act, carry out all the functions necessary and connected with the conduct of activities of the Labuan limited partnership, and shall discharge all obligations imposed on the general partner or on the Labuan limited partnership.

) A property of a Labuan limited partnership which is transferred to or vested in or held on behalf of any one or more of the general partners or which is transferred to or vested in the name of the Labuan limited partnership shall be held or deemed to be held by the general partner, or, if more than one, by the general partners jointly, as an asset of the Labuan limited partnership in accordance with the terms of the partnership agreement.

) A debt or an obligation incurred by a general partner in the conduct of the activities of a Labuan limited partnership shall be a debt or an obligation of the Labuan limited partnership.

) A general partner shall at all times act in good faith in the interests of the Labuan limited partnership.

Enforcement of judgments against property of Labuan limited partnership

) Creditors of a general partner or a limited partner, in that partner’s capacity other than as a general partner or a limited partner of the Labuan limited partnership, shall have no claim against the property of that Labuan limited partnership.

) Nothing in subsection (1) shall preclude the enforcement of an order of the court relating to the property of a Labuan limited partnership in any case where, by reason of any of the events mentioned in paragraph 26(1)(a) or (b), a judgment could not be granted against a general partner in that partner’s capacity as a general partner of that Labuan limited partnership.

Rights of limited partner

during business hours, to inspect and make copies of or take extracts from the Labuan limited partnership books, documents and records; and

to be given, on demand, true and full information of all things affecting the Labuan limited partnership and to be given a formal account of partnership affairs whenever circumstances render it just and reasonable to do so.

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

) Subject to any provision, express or implied, of the partnership agreement to the contrary, a Labuan limited partnership shall not be dissolved by—

in the case of a limited partner who is an individual, his death, legal incapacity, bankruptcy, retirement or withdrawal from the Labuan limited partnership; and

in the case of a limited partner which is a corporation, its dissolution, bankruptcy or withdrawal from the Labuan limited partnership.

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Share of profits

) A limited partner may receive from the Labuan limited partnership a share of the profits stipulated for such limited partner in the partnership agreement only if, at the time when and immediately after payment is made, the Labuan limited partnership is solvent.

) For a period of six months from the date of receipt by a limited partner of any payment representing a share of the profits of the Labuan limited partnership in circumstances where the requirements of subsection (2) have not been met, such payment shall be repayable by such limited partner with interest at the prescribed rate to the extent that such share of the profits is necessary to discharge a debt or obligation of the Labuan limited partnership incurred during the period that the share of the profits represented an asset of the Labuan limited partnership.

Dealings by limited partner with Labuan limited partnership

) Except where the limited partner is also a general partner, a limited partner having, with respect to anything done under subsection (1), a claim against the assets of the Labuan limited partnership shall rank as a creditor of the Labuan limited partnership in respect of such claim.

) For the purposes of this section, a claim under subsection (2)

does not include a claim for a return of capital contributions.

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Limited partners’ rights as between themselves

pari passu in respect of the return of their contributions;

and

pro rata to those contributions in respect of profits.

) Where there is more than one limited partner, the partnership agreement may provide that one or more of the limited partners is to have greater rights than the other limited partners as to—

the return of contributions;

profits; and

any other matter.

Return of limited partner’s contribution

) For a period of six months from the date of receipt by a limited partner of any payment representing a return of contribution or part thereof received by such limited partner in circumstances where the requirements of subsection (1) have not been met, such payment shall be repayable by such limited partner with interest at the prescribed rate to the extent that such contribution or part thereof is necessary to discharge a debt or obligation of the Labuan limited partnership incurred during the period that the contribution represented an asset of the Labuan limited partnership.

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) Notwithstanding the provision of this section, a limited partner shall not be liable to repay any payment representing a return of his contribution or part thereof, except—

as provided in subsection (2); or

in the case of fraud.

) Subject to subsections (1) and (2), a limited partner may demand payment representing the return of all or part of his contribution—

on the dissolution of the Labuan limited partnership;

at the time specified in the partnership agreement for its return; or

after he has given six months’ notice in writing to all other partners if no time is specified in the partnership agreement either for the return of the contribution or for the dissolution of the Labuan limited partnership.

) A limited partner has, notwithstanding the nature of his contribution, only the right to demand and receive money in return for it, unless—

there is a statement to the contrary in the partnership agreement; or

all the partners consent to some other manner of returning the contribution.

) In this section, “payment” includes the release of any obligation forming part of the capital contribution, and any liability to make repayments pursuant to subsection (2) shall be construed accordingly.

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Limited partner’s liability to Labuan limited partnership

) A limited partner shall not be liable as a general partner unless the limited partner participates in the management of the

Labuan limited partnership.

) Subject to subsection (4), if a limited partner participates in the management of the Labuan limited partnership in its dealings with persons who are not partners, that limited partner shall be liable, in the event of the insolvency of the Labuan limited partnership, for all debts and obligations of the Labuan limited partnership incurred during the period that the limited partner participated in the management of the Labuan limited partnership as though the limited partner were for that period a general partner.

) A limited partner shall be liable under subsection (3) only to a person who transacts with the Labuan limited partnership with actual knowledge of the participation of the limited partner in the management of the Labuan limited partnership and who then reasonably believed the limited partner to be a general partner.

) A limited partner shall not be deemed to participate in the management of a Labuan limited partnership within the meaning of this section by doing one or more of the following:

being a contractor for or an agent or employee of the

Labuan limited partnership or of a general partner or acting as a director, officer or shareholder of a corporate general partner;

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consulting with and advising a general partner with respect to the activities of the Labuan limited partnership;

investigating, reviewing, approving or being advised as to the accounts or affairs of the Labuan limited partnership or exercising any right conferred by this Act;

acting as surety or guarantor for the Labuan limited partnership either generally or in respect of specific obligations;

approving or disapproving an amendment to the partnership agreement;

voting on, or otherwise signifying approval or disapproval of, one or more of the following:

the dissolution and winding-up of the Labuan limited partnership;

the purchase, sale, exchange, lease, pledge, hypothecation, or creation of a security interest, or any other dealing in any asset by or of the

Labuan limited partnership;

the creation or renewal of an obligation by the

Labuan limited partnership;

a change in the nature of the activities of the

Labuan limited partnership;

the admission, removal or withdrawal of a general or a limited partner and the continuation of the

Labuan limited partnership thereafter;

transactions in which one or more of the general partners have an actual or potential conflict of interest with one or more of the limited partners;

bringing an action on behalf of the Labuan limited partnership pursuant to subsection 22(3).

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) Subsection (5) shall not be construed to imply that the possession or exercise of any other power by a limited partner will necessarily constitute the participation by such limited partner in the management of the Labuan limited partnership.

Admission of additional limited partners and general partners

in accordance with the partnership agreement or by consent of all existing partners; and

by entry in the register under subsection 9(5).

Assignment

all the limited partners and all the general partners consent or the partnership agreement permits it; and

the assignment is made in accordance with the terms of the consent or the partnership agreement, as the case may be.

) An assignee of the interest, in whole or in part, of a limited partner shall not become a limited partner in the Labuan limited partnership until his ownership of the assigned interest is entered in the register under subsection 9(5), and until so entered the assignee has none of the rights of a limited partner exercisable against the partnership or against any of the partners other than the assignor.

) Subject to subsection (4), on becoming a limited partner, an assignee shall acquire the rights and powers and be subject to all the restrictions and liabilities that his assignor had in respect of the assigned interest immediately before the assignment.

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) On becoming a limited partner an assignee shall not assume any liability of the assignor arising under subsection 14(3), 17(2) or 19(3)

and, notwithstanding any term of the partnership agreement or any other agreement to the contrary, no such assignment shall relieve the assignor of any liability under those subsections.

) An assignment made under this section shall be registered with the Authority by the Labuan limited partnership.

) On the registration of an assignment under subsection (5)

and upon payment of the prescribed fee, the Authority may issue a certificate to that effect.

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

Legal proceedings and service of documents

) A general partner or, with the leave of the court, any other person shall have the right to join in or otherwise institute proceedings against one or more of the limited partners who may be liable to the Labuan limited partnership pursuant to subsection 14(3), subsection 17(2), section 18 or subsection 19(3).

) A limited partner may bring an action on behalf of a Labuan limited partnership if any one or more of the general partners with authority to do so have, without reasonable ground, refused to institute such proceedings.

) For the purpose of this Act, service of a document on a general partner in respect of a Labuan limited partnership may be effected by leaving it at, or sending it by post to, the registered office of the Labuan limited partnership.

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) Where a document or notice has been served in accordance with subsection (4), the document or notice is deemed to have been properly served on the Labuan limited partnership.

Authority of general partner to sign

the general partner has the authority under which he purports to act; and

the executed document has been validly executed.

) When a notice of dissolution is filed with the Authority, the Authority may cancel the registration of the Labuan limited partnership.

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

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Dissolution of Labuan limited partnership

) If the affairs of the Labuan limited partnership are not wound up by the general partners after its dissolution, each of the general partners commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit.

Dissolution of Labuan limited partnership on death of general partner

where the sole or last remaining general partner is an individual, his death, legal incapacity, bankruptcy, retirement or withdrawal from the Labuan limited partnership; and

where the sole or last remaining general partner is a corporation, its winding-up or dissolution in other form, bankruptcy or withdrawal from the Labuan limited partnership, shall cause the immediate dissolution of the Labuan limited partnership which shall forthwith be wound up—

in accordance with the partnership agreement; or

in accordance with the directions of the court on the application of a limited partner or a creditor of the

Labuan limited partnership.

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) A Labuan limited partnership shall not be required to be wound up under subsection (1) if, within sixty days of the dissolution, the limited partners, either unanimously or as otherwise provided for in the partnership agreement, elect one or more general partners, in which event the Labuan limited partnership shall be deemed not to have been dissolved and the activities of the Labuan limited partnership may be taken over and continued as provided for in the partnership agreement or a subsequent partnership agreement.

) If a Labuan limited partnership is dissolved under subsection (1), and the activities of the Labuan limited partnership are not taken over and continued in accordance with subsection (2), a notice of dissolution signed by a limited partner shall be filed within thirty days by that limited partner to the Authority who may thereupon cancel the registration of the Labuan limited partnership.

) If the notice required to be filed under subsection (3) is not so filed, each of the limited partners shall be liable to an administrative penalty as specified by the Authority.

Power of court to order dissolution

the Labuan limited partnership is being conducted in a manner contrary to the terms of the partnership agreement of the Labuan limited partnership;

the Labuan limited partnership is being conducted in a manner oppressive to one or more of the limited partners;

or

circumstances have arisen which render it just and equitable that the Labuan limited partnership be dissolved.

) Where an order is made under subsection (1), the court may give such directions as it thinks fit as to the winding-up of the Labuan limited partnership.

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) Where a Labuan limited partnership has been dissolved under this section, the partner making the application shall cause the order of the court to be served on the Authority within thirty days after the making of the order and the Authority may thereupon cancel the registration of the Labuan limited partnership.

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

Settling accounts on dissolution

to general partners other than for capital and profits;

to limited partners in respect of the capital of their contributions;

to limited partners in respect of their share of the profits;

to general partners in respect of their contributions; and

to general partners in respect of their share of profits.

) An individual or a corporation may be a partner in a Labuan limited liability partnership.

Registration of Labuan limited liability partnership

) The application shall state—

the name under which the Labuan limited liability partnership is to be conducted;

the intended address of the registered office of the Labuan limited liability partnership;

the full name and address of each person who is to be a partner in the Labuan limited liability partnership and, where any of these persons is a corporation, the place where it is incorporated and its registered or principal office;

the full name and address of the person who is to be a designated partner and, where the person is a corporation, the place where it is incorporated and its registered or principal office;

the nature of business to be undertaken; and

such other information as may be specified by the Authority.

) Upon the registration of a Labuan limited liability partnership, the Authority shall issue a certificate of registration which shall be signed by the Authority or any of its authorized officers and sealed with its seal.

) A certificate of registration issued under subsection (3)

shall be conclusive evidence that the Labuan limited liability partnership has been registered with the Authority.

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) The Authority may impose or attach any condition, restriction or term as it thinks fit to a registration under this section.

) Nothing in this section shall be construed as to require the Authority to register a limited liability partnership if it is not satisfied with the particulars or other information furnished under this Act.

) The Authority shall maintain a register of Labuan limited liability partnerships registered under this Act.

Registration of changes in particulars

) The Authority shall register the notice referred to in subsection (1), and upon payment of the prescribed fee, the

Authority may issue a certificate certifying the registration of the change in particulars.

) The certificate issued under subsection (2) shall be signed by the Authority or any of its authorized officers and sealed with its seal, and that certificate shall be prima facie evidence in all courts as to the change.

) A person who ceases to be a partner or designated partner of a Labuan limited liability partnership may file with the Authority the notice referred to in subsection (1) if he has reasonable cause to believe that the Labuan limited liability partnership will not file the notice with the Authority.

) The Authority may, in any particular case, require a notice filed under subsection (1) to be rectified by the Labuan limited liability partnership in such manner as the Authority considers fit.

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) If a Labuan limited liability partnership fails to comply with subsection (1), the Labuan limited liability partnership shall be liable to an administrative penalty as may be specified by the

Authority.

Name of Labuan limited liability partnership

) The name of a Labuan limited liability partnership may be in foreign characters, alphabet or language provided that an accurate and certified rendition of the name in the English language is employed and is clearly stated in every written communication sent by, or on behalf of, the Labuan limited liability partnership and every document issued or signed by, or on behalf of, the

Labuan limited liability partnership.

) A Labuan limited liability partnership shall not be registered where the name of the Labuan limited liability partnership to be registered is in the opinion of the Authority in any way misleading or otherwise undesirable.

Change of name of Labuan limited liability partnership

) Where a Labuan limited liability partnership changes its name, it shall deliver a notice of the change to the Authority in accordance with the provisions of subsection 31(1).

) If the Authority approves the change of name, the Authority shall, on payment of the prescribed fee, issue a certificate of registration of the Labuan limited liability partnership under the new name and upon the issue of the certificate of registration the change of name shall become effective.

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) If the name of a Labuan limited liability partnership is, whether through inadvertence or otherwise and whether originally or by a change of name, a name by which the Labuan limited liability partnership could not be registered without contravention of section 32, the Labuan limited liability partnership shall change its name to a name to be approved by the Authority and if the

Authority so directs, shall so change it within thirty days after the date of direction or such longer period as the Authority allows.

) If the Labuan limited liability partnership fails to comply with the direction given by the Authority under subsection (4), it shall be liable to an administrative penalty as specified by the

Authority.

) A change of name pursuant to this Act shall not affect the identity of the Labuan limited liability partnership or any rights or obligations of the Labuan limited liability partnership, or render defective any legal proceedings by or against the Labuan limited liability partnership.

) Any legal proceedings that might have been continued or commenced by or against the Labuan limited liability partnership by its former name may be continued or commenced by or against the Labuan limited liability partnership by its new name.

) In this chapter, “convert”, in relation to a Labuan limited partnership converting to a Labuan limited liability partnership, means a transfer of the properties, interests, rights, privileges, liabilities, obligations and the undertaking of the Labuan limited partnership to the Labuan limited liability partnership.

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Conversion from Labuan company to Labuan limited liability partnership

there is no security interest in its assets subsisting or in force at the time of application; and

the partners of the Labuan limited liability partnership to which it is to be converted comprises all the stakeholders of the Labuan company and no one else.

) In this chapter, “convert”, in relation to a Labuan company converting to a Labuan limited liability partnership, means a transfer of the properties, interests, rights, privileges, liabilities, obligations and the undertaking of the Labuan company to the

Labuan limited liability partnership.

Statements to be filed

a statement by all the partners of the Labuan limited partnership or shareholders of the Labuan company, as the case may be, in such medium and form as the Authority may determine containing the following particulars:

the name and registration number of the Labuan limited partnership or Labuan company; and

the date on which the Labuan limited partnership was registered under Part III of this Act or the

*Labuan Offshore Limited Partnerships Act 1997

[Act 565], or the date on which the Labuan company was incorporated under the Labuan

Companies Act 1990; and

*NOTE—The Labuan Offshore Limited Partnerships Act 1997 [Act 565] has since been repealed by the Labuan Limited Partnerships and Limited Liability Partnerships Act 2010

[Act 707] which comes into operation on 11 February 2010—see section 91 of Act 707.

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Liability Partnerships 39

all information as required under subsection 30(2).

) The Authority may, in any particular case, require the statements referred to in paragraph (1)(a) to be verified in such manner as the Authority considers fit.

Registration of conversion

) Nothing in this section shall be construed as to require the

Authority to register a Labuan limited liability partnership if it is not satisfied with the particulars or other information furnished under the provisions of this Act.

Effect of registration

there shall be a Labuan limited liability partnership by the name specified in the certificate of registration registered under this Act, with all the attributes described in Part IV of this Act and subject to the provisions of this Act;

all movable and immovable properties vested in the Labuan limited partnership or Labuan company, all interests, rights, privileges, liabilities and obligations relating to the Labuan limited partnership or Labuan company, and the whole of the undertaking of the Labuan limited partnership or Labuan company, as the case may be, shall be transferred to and shall vest in the Labuan limited liability partnership without further assurance, act or deed;

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Act 707

the Labuan limited partnership or Labuan company shall be deemed to be dissolved; and

the Labuan limited partnership or Labuan company shall be removed from the register of Labuan limited partnerships maintained by the Authority or register of companies maintained under the Labuan Companies Act 1990, respectively.

) If any property to which paragraph (1)(b) applies is registered with a relevant authority, the Labuan limited liability partnership shall, as soon as practicable after the date of registration, take all necessary steps as required by the relevant authority to notify that relevant authority of the conversion and of the particulars of the Labuan limited liability partnership in such medium and form as the Authority may determine.

Pending proceedings

the Labuan limited liability partnership were a party to such an agreement instead of the Labuan limited partnership or Labuan company; and

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Liability Partnerships 41

for any reference to the Labuan limited partnership or Labuan company, as the case may be, there were substituted in respect of anything to be done on or after the date of registration a reference to the Labuan limited liability partnership.

Existing contracts, etc.

) Any authority or power conferred on the Labuan limited partnership or Labuan company which is in force immediately before the date of registration shall take effect and operate from that date as if it were conferred on the Labuan limited liability partnership.

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Act 707

Application of sections 38 to 44

) If any such partner discharges any liability or obligation referred to in subsection (1), that partner shall be entitled, subject to any agreement with the Labuan limited liability partnership to the contrary, to be fully indemnified by the Labuan limited liability partnership in respect of such liability or obligation.

Notice of conversion in invoices and correspondence

a statement that it was, as from the date of registration, converted from a Labuan limited partnership or Labuan company, as the case may be, to a Labuan limited liability partnership; and

the name and registration number, if applicable, of the

Labuan limited partnership or Labuan company from which it was converted.

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Liability Partnerships 43

) Any Labuan limited liability partnership which contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding one thousand ringgit for every day or part thereof during which the offence continues after conviction.

) Every foreign limited liability partnership shall, prior to establishing a place of business, or carrying on business, in

Labuan, file with the Authority for registration—

a certified copy of the certificate of its incorporation or registration in its place of incorporation or origin, or a document of similar effect;

a certified copy of its partnership agreement, if there is any;

a list of its partners containing the full name and address of each partner and, where any of these persons is a corporation, the place where it is incorporated and its registered or principal office;

the full name and address of the designated partner or any other person by any name called who shall be charged with the duties and obligations of a designated partner under this Act and, where the person is a corporation, the place where it is incorporated and its registered or principal office;

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Act 707

a memorandum of appointment or power of attorney under the seal of the foreign limited liability partnership or executed on its behalf in such manner as to be binding on the foreign limited liability partnership and, in either case, verified in the prescribed manner, stating the name of a Labuan trust company that is authorized to accept on its behalf service of process and any notice required to be served on the foreign limited liability partnership;

and

a statutory declaration in the prescribed form made by an officer of the Labuan trust company, and the Authority may, on payment of the prescribed fees, and subject to this Act and any condition which it may impose, register the foreign limited liability partnership under this Part as a recognized limited liability partnership.

) Upon the registration of a recognized limited liability partnership, the Authority shall issue a certificate of registration which shall be signed by the Authority or any of its authorized officers and sealed with its seal.

) A certificate of registration issued under subsection (3)

shall be conclusive evidence that the recognized limited liability partnership has been registered with the Authority.

) Where a memorandum of appointment or power of attorney filed with the Authority under paragraph (2)(e) is executed by a person on behalf of a foreign limited liability partnership, a copy of the deed or document by which that person is authorized to execute the memorandum of appointment or power of attorney, verified by statutory declaration in the prescribed manner, shall be filed with the Authority and the copy shall for all purposes be regarded as an original.

Name of recognized limited liability partnership

) If a recognized limited liability partnership is registered, either in error or otherwise, with a name with which it should not have been registered, the Authority may, after giving thirty days’

notice to the recognized limited liability partnership requiring it to change its name, strike the same from the register upon its default in complying with the requirement.

) No recognized limited liability partnership shall use, in

Labuan or elsewhere, in respect of acts done or to be done in

Labuan, any name other than that under which it is registered under this Part.

Registered office of recognized limited liability partnership

) Notice of the location of the registered office and any change thereof shall be filed with the Authority within one month after the date of registration of the recognized limited liability partnership or the date of the change, as the case may be.

) If default is made in complying with this section the recognized limited liability partnership and every designated partner commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit.

Return to be filed where particulars, etc., changed

) Upon receipt of the particulars of the change under subsection (1), the Authority shall, subject to this Act, register the change and may, where the Authority deems fit, issue a certificate under its hand and seal, and that certificate shall be prima facie evidence in all courts as to the change of the particulars of the recognized limited liability partnership.

) If a recognized limited liability partnership fails to comply with subsection (1), the recognized limited liability partnership shall be liable to an administrative penalty as may be specified by the Authority.

Service on recognized limited liability partnership