On this page, you will learn about the Singapore Limited Liability Partnership – its features, advantages, and disadvantages. This will also talk about the requirements for a Singapore Limited Liability Partnership registration, as well as the post-incorporation considerations and ongoing compliance requirements.
A Singapore Limited Liability Partnership (LLP) is the perfect blend of a partnership with a private limited company setup. An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company.This type is highly suitable for individuals engaged in professional services such as lawyers, architects, accountants, and management consultants. Singapore citizens, residents, and employment pass holders can register an LLP.
Features of Limited Liability Company
Advantages of Limited Liability Company
- It is a body corporate and has a legal personality separate from its partners
- It has perpetual succession. Any change in the partners of an LLP does not affect its existence, rights or liabilities
- Compliance requirements are simpler as compared to private limited company
- No annual returns filing is required of LLPs, except for income tax
- Partners not personally liable for debts and losses of LLP incurred by other partners
Disadvantages of Limited Liability Company
- Profits taxed at partners’ personal income tax rates, therefore, not eligible for tax incentives or exemptions
- The partners of LLPs own the assets of the business personally, and therefore personally liable for debts and losses resulting from their own careless actions
Compliance Requirements
- An LLP is obligated to maintain updated records to substantiate all transactions and its financial status. Failure to comply may result in prosecution and penalties.
- In Singapore, an LLP isn’t mandated to file or audit its accounts, nor disclose its capital.
- The manager of an LLP must annually declare solvency or insolvency to the Registrar, with the initial declaration within 15 months of LLP registration. Subsequently, an annual declaration must be made within intervals not exceeding 15 months.
- Every LLP must ensure that its invoices and official correspondence state its registration as an LLP, with the LLP’s name and registration number visibly printed on all bills, invoices, and official correspondence.
- Any changes to the LLP’s details must be reported to the Registrar within 14 days of the change.
Summary of Setup Requirements for an LLP
- Minimum 2 Partners
- Minimum one manager who must be a Singapore resident
- A Singapore registered office address
InCorp is Singapore’s leading specialist in the registration of businesses with ACRA. We can set up your LLP in less than one hour provided you have all the required documents in order. Contact us now.
Upon approval of the application of your LLP, InCorp can also assist you in the drafting of a Partnership Agreement that outlines the rights and responsibilities of the LPP and its partners.
Approval and Renewal Information
InCorp can help you register an LLP with ACRA within one hour provided all required documents are in place. Once approved, ACRA sends out a confirmation of registration via email. The registration is valid for one year and subject to annual renewal.
Notes:
If you are a Singapore resident and you want to set up an LLP, you will need to do the following:
- Engage InCorp to register your LLP.
- Appoint a manager who must be a Singapore resident.
FAQs on Singapore Limited Liability Partnership Registration
- 1- Reserve your desired business name.
2- Appoint at least two managers and partners.
3- Gather required documentation (personal IDs, address proof, etc.).
4- Submit online registration via BizFile+ or through a filing agent.
5- Pay the registration fee and await ACRA approval.
- Absolutely! Foreigners can be partners in LLPs, but they need to appoint a locally residing manager in Singapore to ensure compliance.
- No, LLPs themselves don’t pay corporate income tax. Instead, each individual partner is taxed on their share of the LLP’s income based on their personal income tax rates or the corporate tax rate, depending on their status.
- The key difference lies in partner participation:Limited Partnership (LP): Has two types of partners: general partners with unlimited liability and management control, and limited partners with limited liability but restricted management involvement.expand_more Limited Liability Partnership (LLP):All partners have limited liability and participate in management, similar to a general partnership but with a separate legal entity.
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