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Limited Liability Partnership

Limited Liability Partnership (LLP) is a business vehicle formed by at least 2 partners, whereby it can be run as a General Partnership and at the same time projected as a separate legal entity like a Private Limited Company.

Features of Limited Liability Partnership

  1. There is no limitation on the number of partners.
  2. An individual, a company or a LLP can be a partner of the LLP.
  3. It is a separate legal entity, therefore:
    • The partner will not be personally liable for all debts and liabilities incurred by the business;
    • It can sue or be sued in its name;
    • It can acquire and hold property in its name;
    • It can have a common seal in its name;
    • It may do any other legal activities in its name.
  4. However, if a partner is found negligent or performing wrongful act, he / she / it can be held personally liable for any loss incurred.
  5. The business income will be taxed at the partner’s level, which is to say, if the partner is:
    • An individual: income to be taxed at personal income tax rate;
    • A company: income to be taxed at the prevailing corporate income tax rate;
    • A LLP: income to be taxed at the personal / corporate income tax rate, depending on whether the partner of this LLP is an individual or a company.
  6. It has perpetual succession notwithstanding any change in the partners.
  7. It is required to keep its accounting records which can support its transactions and financial position.
  8. It shall submit its declaration of solvency / insolvency to the Accounting and Corporate Regulatory Authority (ACRA).

Requirements of setting-up a Limited Liability Partnership

  1. The individual partner must be at least 18 years of age.
  2. Every LLP must appoint at least one manager who is an ordinarily resident in Singapore.
  3. A LLP must have a business address in Singapore; while using a residential address as the business address will be subject to Housing and Development Board’s (HDB) approval.

Documents Required

  1. Desired name of business entity
  2. Copies of identification (NRIC and/or Passport) of the business owner (including residential address)
  3. Brief description of principal activities
  4. Registered business address
  5. Business details of corporate shareholders (including registration details)
  6. Completed application forms

Procedure

  1. Application for Entity Name (subject to availability and approval by ACRA required)
  2. Registration of the business

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