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LLP Operating Agreement

LLP Operating Agreement Template for Malaysia

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Key Requirements PROMPT example:

LLP Operating Agreement

"I need an LLP Operating Agreement for a professional accounting firm in Malaysia with three partners, where two will be designated partners with 40% stake each, and one silent partner with 20% stake, to be effective from March 1, 2025."

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Document background
The LLP Operating Agreement is a fundamental document required when establishing or operating a Limited Liability Partnership in Malaysia. This document is essential for businesses seeking to combine the flexibility of a partnership with the limited liability protection typically associated with corporations. The agreement must comply with the Malaysian Limited Liability Partnerships Act 2012 and outlines crucial aspects such as partner relationships, capital contributions, profit sharing, management structure, and operational procedures. It serves as the primary governing document for the partnership, providing clarity on partner rights and obligations while ensuring proper governance and regulatory compliance. The agreement is particularly important for professional services firms and businesses requiring clear partnership structures while maintaining limited liability protection.
Suggested Sections

1. Parties: Identification of all partners forming the LLP, including their full names, addresses, and registration/identification numbers

2. Background: Context of the LLP formation, business purpose, and partnership objectives

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Name: Details of LLP formation, business name, and registered office address

5. Capital Contributions: Initial and subsequent capital contributions by partners

6. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners

7. Management Structure: Management responsibilities, decision-making processes, and voting rights

8. Partners' Rights and Obligations: Detailed rights, duties, and responsibilities of all partners

9. Meetings and Resolutions: Procedures for partner meetings and passing resolutions

10. Records and Accounts: Requirements for maintaining financial records and accounts

11. Admission and Retirement: Procedures for admitting new partners and handling partner retirement

12. Termination and Dissolution: Circumstances and procedures for terminating the LLP or partnership

13. Governing Law: Specification of Malaysian law as governing law and jurisdiction

Optional Sections

1. Non-Competition: Restrictions on partners engaging in competing businesses, used when partners may have other business interests

2. Intellectual Property: Provisions regarding IP ownership and usage, important for knowledge-based businesses

3. Insurance: Requirements for business insurance coverage, relevant for high-risk industries

4. Dispute Resolution: Alternative dispute resolution procedures, recommended for complex partnerships

5. Compliance with Shariah Law: Additional provisions for Shariah compliance, needed for Islamic business structures

6. Foreign Investment: Special provisions for foreign partners, required when there are international partners

Suggested Schedules

1. Schedule 1: Partner Details: Detailed information about each partner including contact information and capital contributions

2. Schedule 2: Business Plan: Initial business plan and objectives of the LLP

3. Schedule 3: Capital Contribution Schedule: Detailed breakdown of initial and planned capital contributions

4. Schedule 4: Profit Sharing Ratios: Specific percentages or formulas for profit distribution

5. Schedule 5: Management Duties: Detailed allocation of management responsibilities and authority levels

6. Appendix A: Compliance Checklist: List of regulatory requirements and compliance obligations

7. Appendix B: Forms and Notices: Standard forms for partner notices, resolutions, and other formal communications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Professional Services

Consulting

Legal Services

Accounting

Architecture

Engineering

Medical Practices

Information Technology

Real Estate

Financial Services

Business Advisory

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Risk Management

Operations

Business Development

Executive Leadership

Administrative

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Compliance Officer

Company Secretary

Business Development Manager

Partner

Senior Partner

Financial Controller

Risk Manager

Operations Director

Industries
Limited Liability Partnerships Act 2012: The primary legislation governing LLPs in Malaysia, covering formation, registration, administration, and dissolution of LLPs, as well as duties and obligations of partners
Income Tax Act 1967: Governs the taxation of LLPs in Malaysia, including tax treatment of partnership income and distribution to partners
Registration of Businesses Act 1956: Provides requirements for business registration and compliance with local business regulations
Companies Act 2016: While not directly governing LLPs, certain provisions may be relevant for corporate governance practices and compliance matters
Stamp Act 1949: Relevant for stamp duty requirements on partnership agreements and related documents
Limited Liability Partnerships Regulations 2012: Supplementary regulations providing detailed requirements for LLP operations, compliance, and procedures
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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