LLP was introduced on 11 April 2005. It combines the limited liability features of companies with the operational flexibility of partnerships. All LLPs must be registered with the Accounting and Corporate Regulatory Authority (ACRA).
Characteristics
Who Can Register?
Set Up Costs
Advantages
Disadvantages
Registering Your LLP
Characteristics
- The partners can be individuals or companies.
- There must be a minimum of 2 partners. There is no maximum number of partners in a LLP.
- A LLP is a legal entity (i.e. it can sue or be sued in its own name and can own or hold any property).
- The LLP can be created by registration of a new LLP or by conversion from an existing company or business to an LLP.
- For tax purposes, each partner will be taxed on his or its share of the income from the LLP. Where the partner is an individual, his income from the LLP will be taxed at personal income tax rate. Where the partner is a company, its income from the LLP will be taxed at corporate tax rate.
back to top
Who Can Register?
- Almost anyone or any company can be an owner in a LLP.
- There are some exceptions, for instance, undischarged bankrupts and persons convicted of dishonesty may not be allowed to register and/or be appointed as the manager of the LLP. If in doubt, please consult a lawyer.
Appointment Of Local Manager
- It is compulsory for all LLPs to appoint a local manager. There can be more than one local manager.
- The local manager must be above 18 years old and be one of the following:
- a Singapore Citizen
- a Singapore Permanent Resident
- an Employment Pass holder
- an Approval-in-Principal Employment Pass holder OR
- a Dependant Pass holder
back to top
Set Up Costs
- Fees for approval of LLP name: S$15 per name.
- Registration fees: S$150
- Yearly renewal fees: Not applicable.
- Fees for conversion from a business or a company into an LLP: S$100
back to top
Advantages
- Limited liability
The personal assets of the partners are protected. In addition, owners are not personally accountable for the wrongful acts of other owners. However, partners can be personally accountable for debts and losses resulting from their own careless actions.
- Perpetual succession
Any changes in the LLP (e.g. resignation or death of partners) do not affect its existence, rights or liabilities.
- Easy to administrate
Like partnerships, there is no need to audit or file annual returns with ACRA. However, the appointed manager must make an Annual Declaration to ACRA stating whether the LLP is able to pay its debts as they become due in the normal course of business.
- More attractive to investors
Investors may be more willing to join as silent partners as liability for partners is limited.
back to top
Disadvantages
- Compared to sole-proprietorships and partnerships, LLPs have more formalities and procedures to comply with.
- LLP is a new business structure and many of the legal and tax issues have not yet been fully resolved.
back to top
Registering Your LLP
All LLPs must be registered with ACRA.
For More Information
back to top
