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Singapore Companies Amendment Act 2004

Two New Business Structures Introduced - Limited Partnership and Limited Liability Partnership
Two additional business structures, namely limited partnerships and limited liability partnerships, have been introduced to widen the range of business vehicles in Singapore. The introduction of these structures in Singapore will give market players more options in deciding how they want to structure their businesses.

The limited partnership structure accords passive investors with limited liability, privacy and tax transparency. It can be used for private equity and fund investment businesses.

On the other hand, the limited liability partnership allows businesses and professionals to enjoy the benefits of incorporation and limited liability whilst organised as partnerships. It will be available to all businesses.

Incorporation and Maintenance Simplified for Private Companies
Several measures have been implemented to lower the costs of doing business in Singapore and to create a conducive business environment for entrepreneurs. Corporate maintenance requirements for private companies have been simplified. Some of the key changes include:

(a) One-director private companies: To encourage more entrepreneurs, the incorporation requirement for private companies has been relaxed. Previously, the law required all companies to have a minimum of two directors and two shareholders. While there are good reasons to retain the requirement for public companies, the requirement for private companies may have an unintended effect of discouraging start-ups. Government has therefore allowed one-director private companies. The single director and shareholder can be the same person.

(b) Professionally qualified company secretaries: Previously, all companies were required by law to appoint professionally qualified company secretaries. Government has removed the statutory requirement for private companies to appoint professionally qualified company secretaries. All companies will continue to appoint company secretaries to ensure that corporate records are properly maintained. However, private companies have the flexibility to decide whether these responsibilities are to be undertaken internally or outsourced to professionally qualified company secretaries.

(c) Statutory audit requirement: The statutory audit requirement for dormant companies and exempt private companies ("EPCs"), has been removed, subject to appropriate safeguards.

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