REGISTRATION OF A PARTNERSHIP BUSINESS IN SINGAPORE
REGISTRATION OF A PARTNERSHIP BUSINESS IN SINGAPORE
Different types of Partnership in Singapore
FAQ for Partnerships
Source: ACRA
| General Partnerships | Limited Partnerships | Limited Liability Partnership | |
|---|---|---|---|
| Generally known to have | 2 or more persons. | 2 or more persons. Min. one general partner. One limited partner. | 2 or more persons. Limited partners. |
| Is it a separate legal entity? | No | No | Yes |
| Max partners | 20 | No maximum | No maximum |
| Tax on share of profits | Partnership is not a taxable entity. Partners individually taxed at their own rates. | Partnership is not a taxable entity. Partners individually taxed at their own rates. | Partnership is not a taxable entity. Partners individually taxed at their own rates. |
| What happens when a partner dies | Exists subject to partnership agreement | Exists subject to partnership agreement If there is no limited partner, the LP registration will be suspended and general partners are deemed registered under the Business Registration Act. Once a new limited partner is appointed, the registration of the LP will be restored to “live” and general partners’ registration under the Business Registration Act ceases. | The LLP has perpetual succession until wound up or struck off. Under the LLP Act, a partner of an LLP shall cease to be a partner of a LLP upon the death of the said partner. Where this happens, unless otherwise provided in the LLP agreement, his personal representative or liquidator (as the case maybe) shall be entitled to receive from the LLP an amount equal to the former partners capital contribution to the LLP and his right to share in the accumulated profits of the LLP after deduction of losses of the LLP and determined at the date the deceased partner ceased to be a partner. The personal representative or liquidator shall have no right to interfere in the management of the LLP. |
| Appointing a Manager | NA | NA | Every LLP must have at least one manager who is a locally resident in Singapore, a natural person of full age (i.e. at least 18 years old) and of capacity. A manager is defined as any person who is concerned in or takes part in the management of the LLP. The manager need not necessarily be a partner and takes part in the management of the LLP. This means that where the LLP fails to comply with certain rules and regulations of the Limited Liability Partnership Act, for example, failing to file a declaration of solvency, this manager will be held responsible. |
| Govt fees to set up | $115 1 year registration | $115 1 year registration | $115 1 year registration |
| Professional fee to set up | Starts from $150 Depends on no. of partners | Starts from $150 Depends on no. of partners | Starts from $250 Depends on no. of partners |
| Set up requirements | Age 18 years or above. Singapore citizen/ Singapore permanent resident/EntrePass holder. If owner not resident in Singapore, he must appoint an authorized representative who is ordinarily resident in Singapore. | At least one general partner and limited partner. Both can be individuals (at least 18 years old) or body corporate (company or LLP). If all general partners are ordinarily resident outside Singapore, they must appoint a local manager who is ordinarily resident in Singapore. | At least two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP). At least one manager ordinarily resident in Singapore and at least 18 years old. |
| Are you a bankrupt? | Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee. | Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee. | Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee. |
| Medisave requirements | Self-employed persons must top up their Medisave account with the CPF Board before they register a new business name, become a registrant of an existing business name, or renew their business name registration. | Self-employed persons must top up their Medisave account with the CPF Board before they register as a partner of a new LP, become a registered partner of an existing LP, or renew their LP registration. | NA |
| How much liability on partners? | Unlimited | General partner – Unlimited | Limited liability The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, |
| Can be sued and sue via the entity? | Yes | Yes | Yes |
| Can own property? | No | No | Yes |
| Liable for Partnership’s debts | Yes | General Partner – Yes | No. Partners liable for their own debts. |
| Liable for Partnership’s losses | Yes | General partner – Yes | No. Partners liable for their own losses |
| Closing the Business | By the partners - Cessation of business Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct | By general partner - Cessation of business or dissolution of LP Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct | Winding Up – Voluntarily by members or creditors, compulsorily by the High Court Striking off |
| Reporting matters | Form P – IRAS Form B – Personal income tax declaration of share of profit/loss Business renewal with ACRA | Form P – IRAS Form B – Personal income tax declaration of share of profit/loss Business renewal with ACRA | Form P – IRAS Form B – Personal income tax declaration of share of profit/loss An 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 |
