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.