Private Limited Company

Company Limited by Guarantee

What is a company limited by guarantee?

A company limited by guarantee is a public company which is formed for purposes beneficial to the community and which prohibits payment of dividends to its members. 

A company limited by guarantee needs to comply with the laws in the Companies Act 2016 that apply to public companies. Companies limited by guarantee must include the words ‘Limited’ or ‘Ltd’ after their name (unless they are eligible for an exemption from this requirement).

Limited by guarantee means that the members guarantee to pay a fixed but small amount of money in the event of the liquidation of the company. The members agree in writing (known as a ‘guarantee’) to pay a nominal amount (usually RM20 – RM100) to the property of the company. If the company is wound up, the liability of the members is limited to the nominal amount that they have guaranteed. 

What are companies limited by guarantee most commonly used for?

  • A company limited by guarantee may be a suitable structure for nonprofit organisations. 
  • A company limited by guarantee is also suitable for a subsidiary organisation, as it can be set up with just one member.

PENUBUHAN YAYASAN

Syarikat berhad menurut jaminan atau dikenali sebagai Yayasan hendaklah ditubuhkan bagi tujuan seperti berikut (selari menurut Seksyen 45(1) Akta Syarikat 2016):

  • menyediakan reakreasi dan hiburan;
  • mempromosikan perdagangan dan industri;
  • mempromosikan seni;
  • mempromosikan sains;
  • mempromosikan keagamaan;
  • mempromosikan kegiatan amal kebajikan;
  • mempromosikan skim pencen atau persaraan;
  • mempromosikan apa-apa objek yang berguna dan bermanfaat kepada komuniti dan negara.

What is a Limited Liability Partnership?

A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit elements of partnership and corporation.  In a LLP, each partner is not responsible or liable for another partner’s misconduct or negligence. This is an important difference from the traditional partnership  under the Malaysia Partnership Act 1961 in which each partner has joint and several liability.

In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Unlike corporate shareholders, the partners have the right to manage the business directly. In contrast, corporate shareholders must elect a board of directors under the laws of various state charters. The board organizes itself and hires corporate officers who then have as “corporate” individuals the legal responsibility to manage the corporation in the corporation’s best interest. An LLP also contains a different level of tax liability from that of a corporation.

Main Characteristics of LLP

  • LLP is a body corporate, and it has a legal personality separate from its partners.
  • LLP has perpetual succession
  • Any changes in relation to partners of an LLP will not affect the existence, rights or liabilities of LLP.
  • LLP has unlimited capacity and capable of suing and being sued and acquiring, owning, holding and developing or disposing property.

For Whom?

The LLP may be formed by any business group to carry on any lawful business purposely to make profit. However, the main targeted business groups are as follows:

  • Professional such as lawyers, accountant, doctors.
  • Small and medium sized businesses
  • Joint ventures
  • Venture capitals