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The Limited Liability Partnership Agreement is a fundamental document required when establishing an LLP in Malaysia under the Limited Liability Partnerships Act 2012. It serves as the primary governing document that defines the partnership structure, partner relationships, and operational framework of the business. This document is essential when two or more parties (individuals or corporations) wish to form a business entity that combines the flexibility of a partnership with the limited liability protection typically associated with companies. The agreement covers crucial aspects such as capital contributions, profit sharing, management structure, partner duties, and dispute resolution mechanisms, while ensuring compliance with Malaysian regulatory requirements. It's particularly suitable for professional services firms, small to medium enterprises, and joint ventures seeking a flexible business structure with limited liability protection.

1. Parties: Identifies and provides details of all initial partners entering into the LLP agreement

2. Background: Sets out the context and purpose for establishing the LLP

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Formation and Registration: Details of LLP registration, business name, registered office, and compliance requirements

5. Nature of Business: Specifies the scope and type of business activities the LLP will undertake

6. Capital Contributions: Details of initial and subsequent capital contributions by partners

7. Partnership Interests: Specifies the ownership percentages and rights of each partner

8. Management and Decision Making: Establishes management structure, voting rights, and decision-making processes

9. Partners' Duties and Obligations: Defines the responsibilities, duties, and expectations of partners

10. Financial Matters: Covers accounting, banking, profit distribution, and loss allocation

11. Meetings: Procedures for partner meetings, including notice, quorum, and voting requirements

12. Records and Accounts: Requirements for maintaining financial records and statutory compliance

13. Addition and Retirement of Partners: Procedures for admitting new partners and handling partner retirement

14. Transfer of Partnership Interest: Rules governing the transfer of partnership interests

15. Termination and Dissolution: Circumstances and procedures for terminating the LLP

16. Dispute Resolution: Mechanisms for resolving disputes between partners

17. Notices: Procedures for giving formal notices under the agreement

18. General Provisions: Miscellaneous legal provisions including governing law and amendments