BUSINESS

or

COMPANY

There are many differences between a business and a company. Read on to find out what they are defined as, the differences and the risks involved.

BUSINESS

SOLE PROPRIETORSHIP (PEMILIKAN TUNGGAL)

You are in business alone. You are the owner. 

You and the business are considered the same entity.

PARTNERSHIP (PERKONGSIAN)

You have a partner or partners in this business. Minimum of 2 owners and a maximum of 20 owners including yourself. You and your business partner(s), and the business are considered the same entity. The liabilities are the same for sole proprietorship and partnership. If the business has any debts, you and your partner(s), if you have any, are responsible for paying the debts. Your personal assets can be used to pay off the debts. Correspondingly, any income that you earn from the business is considered your personal income. Hence, your tax rates will be according to the personal income tax rates. Because you and the business is considered as the same entity, there is no perpetual succession. This means that if anything happens to you, the business cannot be handed over to your partner(s) or your family members.

COMPANY

PRIVATE LIMITED COMPANY (SENDIRIAN BERHAD)

You and the other owners are called shareholders. How many shares you own in the company is determined by how much you are investing and the value of each share. A company is its own entity and differs from the shareholders. A company is its own entity and differs from the shareholders. It is required to submit its Financial Statement, Audits and Annual Returns. Companies incorporated after 31 January 2017 are not required to hold an AGM.

LIMITED LIABILITY PARTNERSHIP (PERKONGSIAN LIABILITI TERHAD)

This is the middle ground between a sole proprietorship/partnership and a company.  It was introduced in 2012 to encourage entrepreneurship, joint ventures and venture capitalism.  It provides the benefits of a partnership but limited liability for the partners. Minimum of 2 partners and no maximum number of partners.  An LLP is required to submit an Annual Declaration.

GOVERNING ACT

Sole Proprietorship

Registration of Business Act 1956

General Partnership

Registration of Business Act 1956

Limited Liability Partnership

Limited Liability Partnership Act 2012

Private Limited Company

Companies Registration Act 2016

CAPITAL CONTRIBUTION

Sole Proprietorship

Own contribution

General Partnership

Partner contribution

Limited Liability Partnership

Partner contribution

Private Limited Company

Share capital

BUSINESS OWNER

Sole Proprietorship

Sole proprietor

General Partnership

Partners

Limited Liability Partnership

LLP (Partners have a share in the capital and profits of the LLP)

Private Limited Company

Company (share holders are granted certain rights by the company)

NUMBER OF SHAREHOLDERS / PARTNERS

Sole Proprietorship

1

General Partnership

2 to 20 partners.(Except for partnerships for professional practice with no maximum limit)

Limited Liability Partnership

Minimum 2 and no maximum limit.

Private Limited Company

Minimum 1 and maximum 50 in private company.

LEGAL STATUS

Sole Proprietorship

Not a separate legal entity

General Partnership

Not a separate legal entity

Limited Liability Partnership

Separate legal entity

Private Limited Company

Separate legal entity

PERSONAL LIABILITY

Sole Proprietorship

Unlimited liability (which can extend to personal assets of the sole proprietor)

General Partnership

Unlimited liability (jointly and severally liable with the partnership) which can extend to personal assets of the partners.

Limited Liability Partnership

No personal liability of partner, except for own wrongful act, omission or acting without authority. Liabilities borne by the partners are jointly and severally with the LLP to the extent of contribution only.

Private Limited Company

No personal liability of individual director or shareholder. Liabilities borne by the directors or shareholders are to the extent of unpaid shares only.

LIABLE PARTY FOR BUSINESS DEBTS

Sole Proprietorship

Sole proprietor

General Partnership

Partners

Limited Liability Partnership

LLP

Private Limited Company

Company

RESPONSIBLE PARTY FOR BUSINESS MANAGEMENT

Sole Proprietorship

Sole proprietor

General Partnership

Partners

Limited Liability Partnership

Partners

Private Limited Company

Board of Directors

TAXATION

Sole Proprietorship

You will be taxed as an individual according to the personal income tax rate, just like earning a salary. 

General Partnership

All partners will be taxed according to personal income tax rates.

Limited Liability Partnership

According to corporate income tax rates.

Private Limited Company

According to corporate income tax rates.

PERPETUAL SUCCESSION

Sole Proprietorship

No

General Partnership

No

Limited Liability Partnership

Yes

Private Limited Company

Yes

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