GOVERNANCE ISSUES IN MALAYSIA’S LIMITED LIABILITY PARTNERSHIPS (LLP)
DOI:
https://doi.org/10.61841/gnzhb978Keywords:
Limited liability partnership, governance issue, governance principleAbstract
Limited liability partnerships (LLP) are a new hybrid business vehicle in Malaysia that are governed under the Limited Liability Partnerships Act 2012. The main uniqueness of LLPs is that they can be set up not only by business partners, but any two or more individuals - from family members, professionals, and other legal entity such as the Federal Teritory of Labuan or even the Football Association of Malaysia (FAM). This paper dliberates the corporate governance models from the other countries that are pertinent to the current practices for LLPs. In comparison with other countries such as United Kingdom, India and Singapore, the Malaysian LLP has similar attributes as a body corporate, offering internal flexibility similar to a partnership, but regulated by the members’ or partnership agreement. Despite being a body corporate, LLPs face the inappropriteness of direct applications of corporate governance principles, as profound systems to control and manage LLPs within the accontability of its partners and stakeholders. Thus, this paper highlights the major governance issues for the LLPs in Malaysia: inclusive jurisdictions or legal issues and other aspects.
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References
[1] Abd. Ghadas, Z.A. (2013), Going Forward-The Changing Facet of Partnership Base Business Structure: Development of Venture Capital Vehicles in Malaysia, Malayan Law Journal, 2 MLJ i-ccxxviii, March-April, Lexis Nexis.
[2] Abd. Ghadas, Z.A. (2013), LLP-New Business Vehicle for Professionals in Malaysia: Special Reference to the Legal Profession, Law Review, Issue 1, Sweet and Maxwell Asia.
[3] Abd. Ghadas, Z.A. (2013), Professionals LLP-Limited Liability Regime for Professionals: The Business and Ethical Issues, Journal of Applied Sciences Research, 7 (13): 2342-2349, 2011.
[4] Abdul Rahman N, Mohamad Faudzi MH, Ahamat H and Abd Ghadas ZA. (2016). Competition law and the Malaysian financial services market: An analysis of the structure and level of competition in the market. Int. J. Monetary Economics and Finance, Indersciences Publication, Vol 9, No. 4. pp.353 - 362
[5] Alias SA and Ghadas ZAA. (2012). Inequality of Bargaining Power and the Doctrine of Unconscionability: Towards Substantive Fairness in Commercial Contracts, Australian Journal of Basic and Applied Sciences, 6(11), 331-341.
[6] Agnich, R.J., Goldstone, S.F., Jacobs, J.B, du Pont, P.S. and Goldman, M.D. (2000), What Business Will Look For in Corporate Law in the Twenty-First Century, Delaware Journal of Corporate Law, Vol. 25, No. 1, pp. 6-34, 2000.
[7] Baker & McKenzie (2012), Introduction to Malaysia’s Limited Liability Partnership Bill 2011, Client Alert, January 19 2012, Wong & Partners (Member firm of Baker and McKenzie International).
[8] Birds, J. (2000), A New Form of Business Association for the 2lst Century, The
Company Lawyer. Vol 21, No.1, p 39.
[9] Bishop, C.G., The Limited Liability Partnership Amendments to the Uniform Partnership Act 1994, Business Lawyer, Vol. 53, p. 1001, 1997.
[10] Chaudhry, S. (2010), Limited Liability Partnership in India, National Law School of India University (NLSIU), National Seminar 'Emerging Issues in Commerce and Management', February 5-6, 2010.
[11] Gregory, H.J. and Simms, M.E., Corporate Governance: What it is and Why it Matters, 9th International Anti-Corruption Conference, 10-15 October 1999, Durban, South Africa.
[12] Hassan H and Abd Ghadas ZA. (2017). Duties Of Nominee Directors; Special Reference To Confidentiality Of Company’s Information, JSSH 25 (S) Mar. pp 143-154
[13] Hopt, K.J. and Leyens, P.C. (2005), Board Models in Europe – Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy, European Company and Financial Law Review, Volume 1, Issue 2, pp 135–168.
[14] Hurt, C. (2015), The Limited Liability Partnership in Bankruptcy, American Bankruptcy Law Journal (2016, Forthcoming), BYU Law Research Paper No. 15- 04, February 22, 2015, Brigham Young University - J. Reuben Clark Law School.
[15] Jayashree S. (2006), Some Views on Corporate Governance, Indira Management Review, Indira School of Management Studies. Pune: Tathawade.
[16] Jungmann, C. (2006), The Effectiveness of Corporate Governance in One-Tier and Two-Tier Board Systems, Evidence from the UK and Germany, ECFR 4/2006, pages 426-474.
[17] Kashyap, D. and Kashyap, A.K. (2010), Limited Liability Partnership as Advantage to Small Business: Indian Scenario, National Seminar 'Emerging Issues in Commerce and Management', February 5-6, 2010.
[18] Kesner, I. F. and Johnson R. B. (1990), An Investigation of the Relationship between Board Composition and Stockholder Suits, Strategic Management Journal, 11(4), pp. 327-336.
[19] Khan, H.A. (2003), Corporate Governance: The Limits of the Principal-Agent Approach in Light of Family-Based Corporate Governance System in Asia, CIRJE Discussion Paper.
[20] Lai, O. and Bello, S. (2012), The Concept and Practice of Corporate Governance in Nigeria: The Need For Public Relations and Effective Corporate Communication, Journal of Communication, Volume 3(1) 1 – 16.
[21] Mohd Ghazali, N.A. (2010), Ownership Structure, Corporate Governance and Corporate Performance in Malaysia, International Journal of Commerce and Management, Vol. 20 Iss: 2, pp.109 – 119.
[22] Morris, P. and Stevenson, J. (1997). The Jersey Limited Liability Partnership: A New Legal Vehicle for Professional Practice, The Modern Law Review, July, pp 538-551.
[23] Naqvi, I.H., Aziz, S., Syed Abbas Haider Zaidi, S.A.H. and Rehman, K. (2011), The Model of Good Governance in Islam, African Journal of Business Management, Vol. 5(27), pp. 10984-10992.
[24] Raut, S. (2003), Corporate Governance – Concepts and Issues, International Journal of Management Research, Research Scholar with Institute of Directors, India.
[25] Salim, M.R. (2013), Limited Liability Partnership in Malaysia: A Corporate Governance Perspective, International Company & Commercial Law Review, pp 421-427.
[26] Sheikh, S. (1997), Limited Liability Partnerships: A New Trading Vehicle,
International Company and Commercial Law Review, No.8, pp270-276.
[27] Sheridan, T. And Kendall, N. (1992), Corporate Governance: An Action Plan for Profitability and Business Success, Financial Times Management Series, Pitman Publishing, ISBN: 0273038702, 9780273038702.
[28] Steele, M.T. (2007), Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies, Delaware Journal of Corporate Law, Vol. 32, No. 1, pp. 1-32, 2007.
[29] Sulaiman T TF and Abd Ghadas ZA. (2019). Corporate Governance of Open and Distance Learning (ODL) Institutions: Special Reference to Open University Malaysia, International Journal of Innovation, Creativity and Change, Volume 5, Issue 2. Pp 304-315
[30] Suren, G. (2015), The Governance of Publicly Traded Limited Liability Companies (2015), Delaware Journal of Corporate Law (DJCL), Vol. 40, No. 1, 2015; Tilburg Law School Research Paper No. 20/2015.
[31] Tahir, S.H. (2012), Two-Tier Corporate Governance Model for Pakistan,
European Journal of Business and Management. Vol 4, No.6.
[32] Tumbuan, F.B.G. (2005), The Two-Tier Board And Corporate Governance, Seminar On Capital Market And Corporate Governance Issues in Indonesia Proceedings, Intercontinental Hotel, Jimbaran, Bali, 7 September 2005.
[33] Walker, J. (1998), Limited Liability Partnerships: True Partnerships?, Jersey Law Review, 2(1) pp 1-13.
[34] William J.R. (1995), Pass through Entities and Their Unprincipled Differences under Federal Tax Law; 49 S.M.U. L. Rev. 15.
[35] Zabri, S.M, Ahmad, K. and Wah, K.K. (2016), Corporate Governance Practices and Firm Performance: Evidence from Top 100 Public Listed Companies in Malaysia, Procedia Economics and Finance, Volume 3, pp. 2087-2096.
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