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Singapore Company Incorporation & Registration Services: Limited Liability Partnership (LLP)

Overview
Limited Liability Partnership (LLP) was introduced on 11 April 2005. All LLPs must be registered with the Accounting & Corporate Regulatory Authority (ACRA) of Singapore.

Facts at a Glance

• The partners can be individuals or companies.
• There must be a minimum of 2 partners. There is no maximum number of partners in a LLP.
• A Limited Liability Partnership in Singapore is a legal entity (i.e. it can sue or be sued in its own name and can own or hold any property).
• Profits form part of each partner’s personal income and are taxed at personal income tax rates.
• Print your registration number on all letterheads, invoices, bills or other documents used for the purposes of the business.
• It is compulsory for all LLPs to appoint a local manager who is a Singapore Citizen, Permanent Resident, or Employment Pass holder. There can be more than one local manager.
• The personal assets of the partners are protected. In addition, owners are not personally accountable for the wrongful acts of other owners. However, partners can be personally accountable for debts and losses resulting from their own careless actions.
• Limited Liability Partnership in Singapore is a new business structure and many of the legal and tax issues have not yet been fully resolved.
• The manager must make an Annual Declaration to ACRA stating whether the business is able or unable to pay its debts as it becomes due in the normal course of business.
• The first Annual Declaration must be made within 15 months of the date of registration.

Related Topic: Details of incorporating a Singapore company

Additional Information

A Limited Liability Partnership is a form of business entity that permits one partner to be shielded from individual joint liability for partnership obligations created by another partner's or person's misconduct. A partner's liability is not limited, however, when the misconduct took place under the supervision or control of the partner. Only liability arising from the misconduct of other partners or persons is covered by this law; the partnership is not relieved from liability for other partnership obligations and individual partners are liable for their own misconduct.

A Limited Liability Partnership in Singapore may be registered where persons who wish to start a business with a view of profit and have agreed (with or without other terms):

•  that the business shall be carried-on in the form of a limited liability partnership, following the registration date.
• that they shall each contribute effort and skill to the business as a member of the limited liability partnership.
• that the profit of the business shall be divided between them as per agreed upon terms.

A Limited Liability Partnership is a legal entity distinct from the partners of whom it is composed and accordingly:

• any contract which binds the LLP is made only with the legal entity; and
• any change in the LLP brought about by the retirement or death of a partner shall not affect the existence, rights or liabilities of that legal entity.

Regarding partnership property, you should consider the following factors to determine whether a property belongs to the partnership or to the individual partners:

• Whether there is an agreement or mutual understanding among partners in relation to that property.
• Whether the property is used in the course or furtherance of the partnership business.
• Whether the property is reflected as an asset of the partnership.
• Whether the property is bought with funds of the partnership.
• If the property is rented out, whether rental proceeds are distributed among the partners.
• Whether all the property owners are partners of the partnership. If one of the property owners is not a partner of the partnership, then the property is not likely to be a partnership property.

Related Topics

Singapore Business Registration Options for Entrepreneurs

Corporate Taxes

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