Registering a Limited Liability Partnership (LLP) in Singapore

Last modified: December 12, 2015

Limited-Liability-Partnership

In Singapore, 2 – 20 entities can come together and decide on Singapore business incorporation in the form of a Limited Liability Partnership (LLP). The entities involved can be individuals or corporate. It can even be another LLP. Choosing an LLP over other forms of partnership i.e. General Partnership and Limited Partnership is advantages to the partners or the members.

The LLP limits the liability of the members in the partnership. A partner is held liable to the loss or the debt to LLP because of his / her or subordinate’s mistake, action, or inaction. The other partners stay safe.

What is Limited Liability Partnership (LLP)?

The business structure that goes by the name Limited Liability Partnership (LLP) allows the members in the partnership to set up a company in Singapore that combines the advantages of Partnerships and flexibility of Private Limited Company. There must be at least 2 members to form a LLP. Its name must include terms like ‘Limited Liability Partnership’ or ‘LLP.

The LLP has a legal identity that is separate from its members. It has perpetual succession. Like a private limited company, an LLP can sue or be sued and can buy property in its name. The changes in the partners of an LLP do not restrict its existence, rights, or liabilities.

A partner is a natural born person or an artificial person like a company, who has invested capital in the LLP. A solicitor prepares the deed or the agreement of the partnership that describes the relationship between the partners.

How to Register an LLP in Singapore?

The Company Registrar i.e. ACRA (Accounting and Corporate Regulatory Authority) insists that the foreigners appoint competent Singapore incorporation services for registering a LLP. Singapore authorities have provided an online portal, BizFile. The entrepreneurs have to use their SingPass ID and log in on it and apply to the ACRA. Foreigners do not have SingPass and that is why, they need to go to incorporation firms.

The entrepreneurs must have selected a name for the proposed partnership and must get approval for it from the Company Registrar. A name can be rejected for various reasons, hence, have a 3 – 4 names in hand, before logging on to the BizFile.

The Singapore incorporation process is simple and fast. It requires only 15 minutes for the approval of name. Then apply, to get the LLP registered. Normally, it takes only a business day to register an LLP in Singapore. If it needs approval from the Ministry, it may take as much as 2 months.

Documents for the Registration of a LLP

The registration of an LLP is carried out as per the rules and regulations depicted in the Limited Liability Partnerships Act 2005.

  • Approved name of the LLP to register
  • Details of the LLP partners/managers (Passport or Singapore ID)
  • Local address of the partners/managers
  • Declaration of compliance
  • Local registered address for the office
  • Consent and Statement of Non-Disqualification to Act as Manager
  • Registration details of the corporate member (registration number, address, jurisdiction, etc)

Singapore Taxation

The income of an LLP is taken to be that of its members and they have to pay tax on it.

Individual members in the partnership have to pay personal income tax (0% – 20%) on their income from the partnership. On the other hand, corporate members need to pay corporate income tax (0% – 17%).

The statutory compliance for the LLP is not as strict as it is to a private limited company. The LLP is not required to pay income tax, but it needs to maintain accounting records, profit and loss accounts, and balance sheet. It also needs, each year, to submit a declaration of solvency or insolvency to the Company Registrar.

A limited liability partnership is a great tool for the entities to come together and start a business. It is especially useful to the entities that can bring mutually complementary skills to the partnership and form a more penetrating and rewarding force.