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Singapore Limited Liability Partnership (LLP) Registration

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Singapore limited liability partnership (LLP) registration requires two or more partners. An individual, an LLP, a local company or a foreign company can act as a partner in the proposed LLP. Before commencing the Limited Liability Partnership (LLP) Registration, a solicitor has to prepare the partnership deed describing the relationship between the partners.

What is Limited Liability Partnership (LLP)?

A Limited Liability Partnership (LLP) is a type of structure for doing business in Singapore. By indulging in the Limited Liability Partnership (LLP) Registration, entrepreneurs and business owners get an added flexibility of operating as a partnership, while having a separate legal identity like a private limited company.

Note: It means that the LLP is seen as a corporate and has a legal personality, separate from its partners. The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights, or liabilities.

Eligible Partners for Limited Liability Partnership (LLP) Registration in Singapore

A partner is a person who has been admitted as an equal owner in the LLP, in accordance with the LLP agreement. Every LLP must have at least two partners. The partner in an LLP can be an individual, a local company, a foreign company, or another LLP.

Documents Required for Registration of an LLP

  • Name of the proposed LLP
  • Details of the LLP partners/managers (foreign passport or Singapore ID card)
  • Singapore residential address of the partners/managers
  • Declaration of compliance
  • Registered address for the LLP’s office
  • Consent to Act as Manager and Statement of Non-Disqualification to Act as Manager
  • Registration details of the company acting as LLP’s partner (registration number, jurisdiction, registered address, etc)

LLP Registration Process

The Company Registrar (Accounting and Corporate Regulatory Authority) advises foreigners to hire Singapore company incorporation services. The first step is to select a name and get it approved for the use of the proposed LLP. If all goes well, it takes about 15 minutes for the name approval after the registration fee is paid. The registration of an LLP is simple. It is possible to register a normal LLP in a day.

Note: If an LLP intends to be active in the field of Education, one of the regulated domains in Singapore, the ministry may review the application and the approval may need up to 2 months of time.

Characteristics of Limited Liability Partnership

  • Is a separate legal entity
  • Sue other company or get sued in its name
  • Needs minimum of 2 partners
  • Individuals, companies or LLPs can be the partners in an LLP
  • Liability of partners is limited to damage due to their own mistake
  • Acquire and hold property in its name
  • Have a common seal in its name
  • Must include terms like ‘limited liability partnership’ or ‘LLP’ in its name

Pre-Requirements of an LLP

  • 2-20 partners
  • At least one manager, a Singapore resident at least 18 years age
  • A registered address for partnership office

Advantages of Limited Liability Partnership (LLP) Registration

ACRA under the Limited Liability Partnerships Act 2005 carries out the entire Limited Liability Partnership (LLP) Registration process.

  • The LLP is a legal entity and has its own identity separate from that of its partners.
  • An LLP can sue as well as be sued under its own name.
  • It can under its own name, acquire, own, hold and develop a property and incur debts or liabilities.
  • The partners are held responsible for liabilities; but again, only until the extent of their share of investment in the company.

Disadvantages of a Singapore Limited Liability Partnership

  • Transfer of ownership in an LLP is strictly regulated
  • Its image is not as solid to the banks and investors as that of a private limited company

Singapore Taxation and LLP

Though a Singapore LLP is a registered business entity, it is not equal to a company entity.

  • Individual Partner: Its income is taken to be that of its partners and taxed accordingly. They have to pay personal income tax (0% – 20%) on it.
  • Corporate Partner: A company involved with an LLP as a partner needs to pay corporate income tax (0% – 17%) on its income from the LLP.
Note: From the assessment year 2017, the rates of the Singapore personal income tax are going to be in the range of 0% – 22%.

Terms and Conditions for an LLP:

Upon successful Limited Liability Partnership (LLP) Registration, the partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims for losses resulting from his own wrongful acts or omissions, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.

After completing the Limited Liability Partnership (LLP) Registration, it is time to commence business activities. Nevertheless, after starting business activities, an LLP is required to keep accounting records, profit and loss accounts, and balance sheets ion proper manner, so that will sufficiently explain the transactions and financial position of the LLP. In the event the LLP does not do this, the LLP and every partner can be prosecuted, and a penalty or a fine or imprisonment, or both, can be announced.

Having completed Limited Liability Partnership (LLP) Registration and having started business activity, an LLP is bestowed with additional a statutory obligation that needs to be complied.

Note: Submitting an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) to the registrar is one of the major compliance needs expected from the LLP. Later the same document is made available to the public.

Before Starting With Limited Liability Partnership (LLP) Registration Choose an Appropriate LLP Name

The name cannot be changed, registered, or reserved under a name, that is:

  • Undesirable
  • Identical to that of any other limited liability partnership, company or corporation or to a business name
  • Identical to a name being reserved under the Limited Liability Partnerships Act, Business Registration Act or the Companies Act
  • Similar to the kind of names that the Minister has directed the Registrar not to accept for registration

You should also exercise caution and avoid selecting a name, which resembles the name of another business entity, such that, the name of the limited liability partnership is likely to be mistaken for the name of the other business entity.

Note: The Registrar has the discretion to direct a change in the name of the limited liability partnership if a valid complaint is received.

If your application to register a specific name is denied or there happens to arise an issue registering the preferred LLP name, except the fact that the entire Limited Liability Partnership (LLP) Registration is going to be delayed for a few days.

Please feel free to contact us on +65 6536 0036 or drop in an email at info@sbsgroup.com.sg

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