Limited Liability Partnership

How to set up a Limited Liability Partnership (LLP) in Singapore?

General Characteristics

In a Singapore limited liability partnership (LLP) two or more partners incorporate a partnership entity which enjoys a separate legal personality, i.e. it can sue or be sued and has the right to own property in its own name.

The LLP combines the operational flexibility of a partnership with the limited liability features of a company. This shields co-partners from liabilities due to the willful misconduct or gross negligence of one partner or a group of partners. All of its partners are liable up to the limit of their contributions and they are not personally liable for the debts and obligations of the LLP except in situations where those debts and obligations arise as a result of their own negligence / fraudulence. The mutual rights and duties of the Singapore LLP and its partners are governed by the limited liability partnership agreement.

The partners in a LLP can be either an individual or a corporation. A minimum of two partners are required by law but there is no cap on the number of partners an LLP can have.

No minimum contribution is required but each partner has to disclose his contributions to the Registrar and the Registrar needs to be notified if a limited partner wants to withdraw the capital contribution.

Registration

First, an application for approval and reservation of the LLP name has to be filed with the Registrar. Upon approval an LLP is required to be registered online via BizFile with ACRA through a professional business registration firm.

  • Proposed name of the Limited Liability Partnership
  • Particulars of the LLP partners/managers (foreign passport or Singapore ID)
  • Residential address of the LLP partners/managers
  • Consent to Act as Manager and Statement of Non Disqualification to Act as Manager
  • If partner is a company: Registration details of the company
  • Declaration of compliance

ACRA will send an email notification confirming the Singapore LLP registration. A business profile containing the registration details can be obtained as a softcopy via email from ACRA upon successful registration of the LLP. Softcopies are usually sufficient to all purposes in Singapore.

Representatives

A minimum of two partners are required with at least one partner being ordinarily resident in Singapore. A partner is defined as any person who has been admitted as a partner in the LLP in accordance with the LLP agreement. All partners are able to be involved in the management of the LLP.

The LLP has to appoint a manager who is defined as any person who is concerned in or takes part in the management of the LLP. The manager must be a natural person at least 18 years old and must be ordinarily resident in Singapore. However, he needs to be neither a Singaporean nor a partner.

He must not be

  • an undischarged bankrupt
  • disqualified as an unfit manager of an insolvent LLP under section 34 of the LLP Act
  • disqualified to act as a manager of a former LLP wound up on the grounds of national security or interest
  • convicted of offences involving fraud or dishonesty, or other offences connected with the formation or management of a LLP and was disqualified as a manager; disqualified under Sections 149, 149A or 154 of the Companies Act
Compliance

The Limited Liability Partnership should

  • Ensure that all its invoices and official correspondence bear the name of the LLP, its registration number and a statement that it is registered with limited
  • Keep accounts and other records which will sufficiently explain the transactions and financial position of the LLP for 7 consecutive years. An LLP in Singapore is not required to file its accounts or have them audited. Nor does it need to disclose its capital.
  • Submit an annual declaration to ACRA which states whether the LLP is able to pay its debts as they become due in the normal course of business. The first annual declaration must be lodged within 15 months from the date of registration and subsequent declarations should be lodged once every calendar year but not more than 15 months from the filing of the last declaration.
  • Notify ACRA of changes to registered particulars such as a change of name or a change of partner/manager.