Partnership

How to set up a Partnership in Singapore?

General Characteristics

A partnership is a legal relationship between two or more persons who carry on a business with the objective of making profit and sharing it between them. As a partnership is not an entity in law, it cannot sue or be sued in its own name and it cannot own property.

Partners are personally liable for all debts and obligations and personal assets are at risks.

A minimum of two owners to a maximum of 20 owners can be either natural persons, companies or natural persons and companies.

While registration with ACRA must be renewed annually there is no need to audit accounts or file annual returns with ACRA.

Registration

First, an application for approval and reservation of Partnerhip name has to be filed with the Registrar. Upon approval a partnership is required to be registered online via BizFile with ACRA through a professional business registration firm if none of the partners is local resident.

For the registration of the partnership there must be at least two partners.

  • Proposed name of the Partnership
  • Particulars of the partners/managers (foreign passport or Singapore ID)
  • Residential address of the 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
  • Singaporean or PR must pay Medisave
  • Declaration of compliance

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

Representatives

For the registration of the partnership there must be at least two partners. They can be the same person.

  • a Singapore Citizen
  • a Singapore Permanent Resident
  • an Employment Pass holder
  • an Approval-in-Principal Employment Pass holder
  • a Dependant Pass holder

Partners cannot be an undischarged bankrupt or convicted of any offence involving fraud or dishonesty whether in Singapore or elsewhere.

If none of the partners is a Singapore resident, you must appoint a local manager (above 18 years old), who is one of the following

  • a Singapore Citizen
  • a Singapore Permanent Resident
  • an Employment Pass holder
  • an Approval-in-Principal Employment Pass holder
  • a Dependant Pass holder
Compliance

The Partnership should

  • ensure that all its invoices and official correspondence bear the name of thePartnership, its registration number;
  • keep accounts and other records which will sufficiently explain the transactions and financial position for 5 consecutive years;
  • File an annual income tax return to show all income earned by the partnership and deductions claimed for expenses incurred in carrying on the partnership business; despite this the partnership does not pay tax.
  • renew registration with ACRA annually;
  • Notify ACRA of changes to registered particulars such as a change of name or a change of partner/manager.