Partnership Agreement Template Malaysia

PARTNERSHIP AGREEMENT

Document ID: PA-MY-[YYYY]-[SEQ]
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Malaysia

---

LEGAL DISCLAIMER

This document is a general template drafted in accordance with the Malaysian Contracts Act 1950 and the Partnership Act 1961. This document does not constitute formal legal advice. Partnership structures in Malaysia (whether registered under the Companies Commission of Malaysia (SSM) or otherwise) carry significant tax and personal liability implications. Users are strongly advised to seek independent legal counsel and tax advisory services before execution.

---

1. PARTIES

This Partnership Agreement (“Agreement”) is entered into as of the [Effective Date] by and between:

PARTNER A: [Full Legal Name of Partner A], [NRIC/Passport/Company Registration Number], having its principal place of business at [Principal Address] (“Partner A”).

PARTNER B: [Full Legal Name of Partner B], [NRIC/Passport/Company Registration Number], having its principal place of business at [Principal Address] (“Partner B”).

Collectively referred to as the “Partners.”

2. RECITALS

WHEREAS, the Partners wish to associate themselves as partners for the purpose of carrying on the business of [Description of Business Activity] (the “Business”) under the name [Name of Partnership/Trade Name] (the “Firm”); and WHEREAS, the Partners desire to set forth the terms and conditions of their partnership relationship.

3. OPERATIVE CLAUSES

3.1 Scope of Business

The business of the Firm shall consist of [Detailed Description of Activities]. The Partners shall devote such time and attention to the business of the Firm as may be necessary to conduct the business in an efficient and profitable manner.

3.2 Capital Contributions

The Partners shall contribute capital to the Firm in the amounts or assets specified in Schedule A attached hereto. No Partner shall be entitled to interest on their capital contribution.

3.3 Profits and Losses

The net profits and losses of the Firm shall be shared by the Partners in the following proportions: Partner A: [00]%; Partner B: [00]%. All such distributions shall be made at such times as the Partners may mutually determine.

3.4 Management and Authority

Each Partner shall have equal rights in the management and conduct of the Firm’s business. Any major decision, including but not limited to the incurrence of debt exceeding [Amount in MYR], the sale of major assets, or the admission of new partners, shall require the unanimous written consent of all Partners.

3.5 Compensation and Payments

Except for the distribution of profits, no Partner shall receive a salary for services rendered to the Firm unless otherwise agreed upon in writing. All expenses incurred in the name of the Firm must be approved by both Partners.

3.6 Term and Termination

This Partnership shall commence on the Effective Date and shall continue until dissolved by mutual written agreement of the Partners or by operation of law. Any Partner may withdraw from the partnership by giving [Number] days’ written notice to the other Partner. In the event of a breach of this Agreement, the non-breaching party shall provide 30 days’ notice to cure said breach; if not cured, the Agreement may be terminated immediately.

4. INTELLECTUAL PROPERTY (IP)

All work, inventions, software, designs, and materials created by the Partners in the scope of the Firm’s business shall be the exclusive property of the Firm. Each Partner hereby assigns all right, title, and interest in such IP to the Firm.

5. CONFIDENTIALITY

The Partners agree that all information, including financial data, trade secrets, and client lists, disclosed during the term of this partnership is strictly confidential. No Partner shall disclose, use, or permit the disclosure of such information to any third party without the express written consent of the other Partner.

6. LIMITATION OF LIABILITY AND INDEMNIFICATION

No Partner shall be liable to the other for any loss or damage suffered by the Firm resulting from any error of judgment or mistake of law or fact, unless such loss or damage is caused by the Partner’s gross negligence or willful misconduct. Each Partner agrees to indemnify and hold harmless the other from any claims, liabilities, or expenses arising from their own breach of this Agreement.

7. DISPUTE RESOLUTION

In the event of any dispute arising out of or in connection with this Agreement, the Partners shall first attempt to resolve the matter through amicable negotiation. If the dispute remains unresolved for 30 days, the matter shall be submitted to mediation at the Asian International Arbitration Centre (AIAC) in accordance with the Mediation Rules of the AIAC. If mediation fails, the dispute shall be settled by arbitration in Kuala Lumpur, Malaysia, in accordance with the Arbitration Act 2005.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

9. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Partners. No amendment shall be binding unless executed in writing. If any provision is found to be unenforceable, the remainder of the Agreement shall remain in full force and effect.

---

4. EXECUTION

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first above written.

FOR [PARTNER A NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [PARTNER B NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

---

5. EXECUTION & FILING GUIDE

1. Preparation: Open the document in a word processor. Perform a "Find and Replace" (Ctrl+H) for all bracketed terms (e.g., [Partner A], [Amount]) to insert your specific business details.
2. Due Diligence: Ensure the individuals signing possess the legal capacity to bind their respective entities (check company M&A or Board Resolution if signing on behalf of a Sdn Bhd).
3. Stamp Duty: Under the Stamp Act 1949 (Malaysia), partnership agreements generally require stamping to be admissible in court. Take the signed document to the nearest Lembaga Hasil Dalam Negeri (LHDN) office or process via the STAMPS portal online to pay the required duty.
4. Digital Execution: If utilizing DocuSign or Adobe Sign, ensure you have enabled "Audit Trail" features to capture the IP address and timestamp of each signatory.
5. Retention: Maintain the original stamped hard copy in a secure, fireproof location. Retain a digital backup in a secure, encrypted cloud repository.