How to Register an LLP in Malaysia Through MyLLP

The compliance officer is the part everyone gets wrong.

Founders read “compliance officer” and hear “company secretary” — a licensed professional you hire, on a retainer, who absorbs the filing risk. That is not what s.27 of the Limited Liability Partnerships Act 2012 created. The compliance officer can be one of the partners. It usually is. And that partner is personally liable for penalties imposed on the LLP unless they can persuade a court otherwise.

Getting that clear before you register is worth more than the walkthrough below.

What an LLP is, in the two provisions that matter

Section 21(1): any obligation of an LLP, whether in contract, tort or otherwise, is solely the obligation of the LLP. Section 21(2): a partner is not personally liable for that obligation merely by being a partner.

But s.21(3) keeps the tail: a partner remains personally liable in tort for their own wrongful act or omission — they are simply not liable for another partner’s. That is the whole commercial case for an LLP over a conventional partnership, where joint and several unlimited liability runs to everyone.

The name must end with Perkongsian Liabiliti Terhad or the abbreviation PLT (s.13(1)). There is no Sdn Bhd equivalent and no shortening.

What it costs

Straight from the Schedule to the LLP Regulations 2012:

Item	Provision	Fee
Application for registration	s.10(1)	RM500
Reservation of a name	s.14(1)	RM30
Change of name	s.15(1)	RM100
Change in registered particulars	s.17(1)	RM30
Conversion into an LLP	s.31(1) and (2)	RM500
Annual declaration	s.68(1)	RM200
Rectification	s.71	RM150
Extension of time	—	RM50 per 30 days, max 6 months
Certification of a document	—	RM5 per page
Corporate profile	—	RM20

A reserved name is held for thirty days from the date the application is lodged, or longer if the Registrar allows (s.14(2)).

Registering through MyLLP

MyLLP is reached through the SSM4U portal at myllp.ssm4u.com.my. You have two routes: reserve the name first, or run Direct Registration, which folds the name check into the registration application.

The direct route, per SSM’s MyLLP user manual:

1. Sign in and choose Starting a LLP → Direct Registration under Register Local LLP.
2. Enter the proposed name and click Check Name. If it clears, continue in the same application.
3. Complete the Clarification form and upload supporting documents where the name needs justification — leave blank if not applicable.
4. LLP Details — registered office, nature of business, financial year end. Save.
5. Business Code and Description — Add Business Code, save.
6. Compliance Officer — Add Compliance Officer, save. This is a distinct tab from partners, which is the first hint that the roles are not the same thing.
7. Partner Details — Add Partner for each, save.
8. Supporting Documents — upload, name the file, save.
9. Summary, then Fee and Declaration: tick the confirmation, Submit, then Pay Online. An invoice follows payment.

If a back officer queries the application it appears under My Submission → List of Submission with status Query; edit, answer in the query remark field, resubmit.

Under s.10(2) the application carries a statement signed by every intended partner covering the proposed name, the general nature of the business, the proposed registered office, and the name, nationality and usual place of residence of every partner and every compliance officer.

The compliance officer, properly understood

Who can hold it. Section 27(1): a partner, or a person qualified to act as a secretary under the Companies Act 1965, who is (a) a citizen or permanent resident of Malaysia and (b) ordinarily resides in Malaysia. Both limbs, not either. SSM’s guidelines add a minimum age of 18.

Note the drafting quirk — the Act still cites the Companies Act 1965, repealed since 31 January 2017. The reference has not been updated in the text SSM publishes.

You cannot opt out. Section 27(6): where no compliance officer is appointed, all partners shall be deemed as the compliance officer. Leaving the office vacant does not remove the duty; it universalises it.

What the role actually carries. Section 27(7) makes the compliance officer:

• answerable for everything required to be done by the LLP under s.17 (registering changes in particulars), s.19 (keeping registers and documents at the registered office) and s.20 (publishing the LLP’s name and registration number); and
• personally liable to all penalties, including administrative penalties, imposed on the LLP for contravening those sections, unless he satisfies the court hearing the matter that he should not be so liable.

That is a reverse onus. The default is that you pay.

Only the compliance officer can file. Regulation 6(1) of the LLP Regulations 2012: where a document is required to be lodged by the partners or the LLP, it shall be lodged by a compliance officer on their behalf. Where there is more than one, only one is named for lodgement purposes (reg 6(2)). SSM’s guidelines add that the appointee must register on MyLLP and attend an SSM office for identity verification before they can lodge anything.

Disqualification is expensive. Section 28: an undischarged bankrupt, or a person disqualified from acting as a director or secretary, must not act. Doing so carries a fine up to RM250,000 or three years’ imprisonment, or both — the heaviest penalty anywhere in the registration chapter of the Act.

Resignation is slow. Written notice to the LLP, then a notice lodged with the Registrar, and the office ceases only on the expiry of one month from lodgement (s.27(3) to (5)).

What you owe after registration

• Changes in particulars — lodge within 14 days (s.17). Fine up to RM10,000 plus RM500 a day continuing.
• Registered office in Malaysia at all times (s.18(1)). Service at the old address stays valid for 30 days after a change is registered (s.18(3)).
• Registers at the registered office (s.19): notice of registration, the register of partners and compliance officers, the most recent annual declaration, statements lodged, certificates, the LLP agreement and amendments, and any charge instruments.
• Publish the name and registration number outside the registered office and every place of business, and on every letterhead, invoice, bill, publication, website and official document (s.20(1) and (3)). After a change of name the former name must sit beneath the new one for twelve months (s.20(4)).
• Annual declaration by any two partners as to solvency, within 90 days of financial year end, the first not later than 18 months from registration (s.68). Failure: fine up to RM20,000 plus RM500 a day. Making the solvency declaration without reasonable grounds: up to RM250,000 or two years (s.68(6)).
• Accounting records sufficient to explain transactions and financial position, retained at least seven years.

The LLP agreement, and what happens without one

Section 9 lets the partners govern their mutual rights and duties by agreement, in Bahasa Malaysia or English, stating at minimum the name, the nature of the business, the capital contribution of each partner, and that the partners have agreed to become partners.

Where the agreement is silent on a matter set out in the Second Schedule, the Second Schedule fills the gap. Skipping the agreement therefore does not mean no rules — it means the statutory default, which nobody negotiated and few founders have read.

Professional practices

Section 8 is a separate regime. A professional-practice LLP must consist of natural persons practising the same professional practice and no one else, and must carry professional indemnity insurance of at least the amount approved by the Registrar (after consultation with the governing body listed in the third column of the First Schedule). Section 10(3) requires the governing body’s approval letter with the application.

MyLLP has dedicated flows for chartered accountants, advocates and solicitors, secretaries and liquidators, which is a good signal that the generic path will not carry a regulated practice.

Common mistakes

• Budgeting RM500 and stopping there. The recurring number is the RM200 annual declaration, and the 14-day change notifications at RM30 each add up in the first year when addresses and partners are still moving.
• Assuming no compliance officer means no obligation. Section 27(6) makes every partner one.
• Treating the compliance officer as insulated. Section 27(7)(b) is personal liability with a reverse onus.
• Missing the first annual declaration. It is 18 months from registration, not 90 days from the first year end, and LLPs registered mid-year routinely mis-diarise it.
• Naming the LLP without PLT. Section 13(1) is mandatory; the abbreviation is the only shortening allowed.
• Ignoring s.20 on invoices and the website. Displaying the name only on the office door misses most of what the subsection covers.
• Converting a private company casually. Conversion needs a solvency statement, all outstanding government amounts settled, a newspaper advertisement and a Gazette notification, and the agreement of all creditors.

What’s next

Decide the compliance officer before you open MyLLP, not on the tab where it is asked — that person needs a verified SSM4U identity and is signing up to personal exposure. Then draft the LLP agreement rather than defaulting into the Second Schedule, and put the 90-day annual declaration into a calendar the day the notice of registration arrives.