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Guide to Singapore Limited Liability Partnership

2024-10-23
A Limited Liability Partnership (LLP) is a vehicle for doing business in Singapore. An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company.

This means that the LLP is seen as a body corporate and has a legal personality separate from its partners. The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights or liabilities.

This article aims to provide a comprehensive guide for Kaizen’s existing clients or potential clients to explore the requirements and process for Limited Liability Partnership (LLP) in Singapore.

  1. Overview of Singapore Limited Liability Partnership (LLP)

    In an LLP, it requires at least two partners (no maximum limit) and one manager who is an ordinary resident in Singapore.

    An LLP is required to keep accounting records, profit and loss accounts and balance sheets that will sufficiently explain the transactions and financial position of the LLP. In addition, the LLP must submit to the Registrar an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) which will be made available to the public.

    Every LLP shall ensure that its invoices and official correspondence bear the name of the LLP, Unique Entity Number (UEN) and a statement that it is registered with limited liability.

    In addition, an LLP that was converted from an existing partnership or company shall also include a statement to the effect that the LLP was, from the date of registration, converted from a business or a company to an LLP and also state the name and registration number of the former entity it converted from. This additional statement shall be displayed for 12 months commencing 14 days after the date of registration of the LLP.

  2. A Legal Status of a Singapore Limited Liability Partnership

    In legal status, an LLP is

    (1)
    		 A separate legal entity from its partners
    (2)
    		 Partners have limited liability
    (3)
    		 Can sue or be sued in LLP’s name
    (4)
    		 Can own property in LLP’s name
    (5)
    		 Partners personally liable for debts and losses resulting from their own wrongful actions
    (6)
    		 Partners not personally liable for debts and losses of LLP incurred by other partners

  3. Registration Requirements

    (1)
    		 At least two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP).
    (2)
    		 At least one manager ordinarily resident in Singapore and at least 18 years old.
    (3)
    		 Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.

  4. Documentation Required

    (1)
    		 The identification documents such as NRIC/passport and residential address proof of each individual partner(s), local manager and beneficial owner(s) of the corporate entity (if applicable);
    (2)
    		 A partnership agreement (optional);
    (3)
    		 Group structure - If the partner is a corporate entity.

  5. Time Frame

    The application is usually processed 1 day after the name application fee is paid.

    It may take between 14 days to 60 days if the application needs to be referred to another agency for approval or review. For example, if the intention of the LLP is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.

    The LLP may commence business once it is registered with ACRA. This is on condition that the LLP does not require any licenses/approvals from other government agencies in order to carry out the business activities.

  6. Annual Maintenance

    (1)
    		 Annual declaration of solvency/ insolvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business
    (2)
    		 No statutory requirement for general meetings, directors, company secretary, share allotments etc.

All the information and requirement are revised periodically and may be subject to change from time to time by the Singapore government authorities without prior notice. Please consult with Kaizen Consultants for more information.

Kaizen specializes in the areas of business formation and registration, tax filing and planning, audit and assurance, merger and acquisition, intellectual property, human resources management, visa and immigration services and many others. Through our own offices and the network of professional firms that we built up, Kaizen is capable of providing above mentioned services in Hong Kong, Macau, Taiwan, Mainland China, Singapore, Malaysia, UK, USA, Italy, Germany, Australia and many other jurisdictions.

Disclaimer

All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.

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