Registration of a
Limited Liability Partnership

A Limited Liability Partnership (LLP) is a perfect blend of a partnership with private limited company setup. A LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company. This type is highly suitable for individuals engaged in professional services such as lawyers, architects, accountants and management consultants. Singapore citizens, residents, and employment pass holders can register a LLP.

Features

• It has a separate legal entity
• Partners have limited liability
• Can sue or be sued in its own name
• Can own property
• At least two partners, no maximum limit
• Partners can be individuals or body corporate (company or other LLP)

Advantages

• It is a body corporate and has legal personality separate from its partners
• It has perpetual succession. Any change in the partners of a LLP does not affect its existence, rights or liabilities
• Compliance requirements are simpler as compared to private limited company
• No annual returns filing required of LLPs, except for income tax
• Partners not personally liable for debts and losses of LLP incurred by other partners

Disadvantages

• Profits taxed at partners’ personal income tax rates, therefore, not eligible for tax incentives or exemptions
• The partners of LLPs own the assets of the business personally, and therefore personally liable for debts and losses resulting from their own careless actions

Summary of Setup Requirements for a LLP

• Minimum 2 Partners
• Minimum one manager who must be a Singapore resident
• A Singapore registered office address

Rikvin is Singapore’s leading specialist in registration of businesses with ACRA. We can set up your LLP in less than one hour provided you have all required documents in order.

Upon approval of the application of your LLP, Rikvin can also assist you in the drafting of a Partnership Agreement that outlines the rights and responsibilities of the LPP and its partners.

Approval and Renewal Information

Rikvin can help you register a LLP with ACRA within one hour provided all required documents are in place. Once approved, ACRA sends out a confirmation of registration via email. The registration is valid for one year and subject to an annual renewal.

Notes

If you are a Singapore resident and you want to set up a LLP, you will need to do the following:

• Engage Rikvin to register your LLP.
• Appoint a manager who must be a Singapore resident.

More Resources

• Download our guide on Singapore Limited Liability Partnership

Singapore Company Registration for LLP

A Limited Liability Partnership (LLP) is a type of business structure available in Singapore. It offers flexibility of operating as a Partnership while having a separate legal identity like a Private Limited Company. A LLP is highly suitable for individuals engaged in professional services such as lawyers, architects, accountants and management consultants. Singapore citizens, residents, and employment pass holders can register a LLP with the Accounting and Corporate Regulatory Authority of Singapore (ACRA). Foreign individuals and companies may also register a LLP but must appoint a local manager.

Summary of Setup Requirements for a LLP

• Minimum 2 Partners
• Minimum one manager who must be a Singapore resident
• A Singapore registered office address

What you need to know before registration

Business Name: The business name must be approved by ACRA before the LLP can be registered. ACRA will reject a proposed business name for the purpose of registration if:

• It is identical to another existing business name
• It is undesirable
• It is similar to established Names or trademarks such as Coca Cola and Temasek

Partners: A minimum of at least two partners are required. The partners will not be held accountable for any debts and losses of the LLP; however, each partner will be responsible for individual wrongful act or omission.

Managers: Singapore Limited Liability Partnership must have at least one manager who must be an “ordinarily” resident in Singapore, which means a Singapore citizen, a Singapore permanent resident; a person who holds an Employment Pass, EntrePass or a Dependants’ Pass.

There is no limit on the number of additional mangers a Singapore Limited Liability Partnership can appoint. The manager must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past. Managers can also be partners or vice versa.

Registered Address: Every business registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. Use of residential address is allowed for certain types of business.

Partnership Agreement: A partnership agreement, though not mandatory, is highly encouraged so as to help you protect your business in the event of a dispute. It also allows the partners to structure the roles and responsibilities that best suits your business as well as rules governing the internal management of the partnership.

Opening of a Corporate Bank Account

Once the LLP has been registered, you may open a corporate bank account with any of the local or international banks based in Singapore, and in some cases, overseas.

If you are unable to come to Singapore, you may choose a bank that allows opening of a corporate bank account without your presence. Standard Chartered Bank and HSBC are two of the international banks that allow you to open a bank account without you having to come to Singapore.

Post Incorporation – What you need to know

Licenses and Permits: Some business activities in Singapore are subject to regulation by government authorities. Even if your business firm has been registered you cannot begin operations unless you have the necessary approval or license from the relevant government authorities.

Private schools, video companies, travel agencies, liquor distributors, moneylenders, banks, financial advisers, childcare centres and importers, wholesales and retailers of liquor licenses are some examples of business that need permits to operate. For more details, refer to Singapore Corporate Tax.

Registered Office Hours: You must have a registered office address and the office must be open to public for minimum of three hours per day during normal business hours on weekdays.

Registration Number: Business registration number issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.

Custom Registration: If your business activities involve import, export and transshipment in and out of Singapore, you will need to register your company with the Singapore Customs and obtain a CR Number or commonly known as Custom Registration. The central registration number is mandatory for Singapore companies or organizations engaged in trading activities.

Singapore Goods and Services Tax Registration: Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST. The current rate is 7%.

All Singapore businesses must register for GST if their annual taxable revenue is more than S$1 million, or currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million. The business is expected to register for GST within thirty days from the time it is deemed liable.

You may also choose to register for GST voluntarily. Approval for voluntary registration is at the discretion of the Comptroller in IRAS. Once approval is given, you must remain registered for at least two years.

Registration of Singapore Central Provident Fund (CPF): The Central Provident Fund or CPF is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary. CPF contribution by the employer is mandatory for all local employees who are Singapore citizens or permanent residents earning more than S$50 a month. The maximum CPF contribution rate for employer and employee is 14.5% and 20% respectively and can be lower depending on certain factors such as employee age, permanent resident status, etc. CPF contribution for foreign employees is not required.

Ongoing Singapore LLP Statutory Compliance Considerations

Once your Singapore Limited Liability Partnership is incorporated, you must comply with the statutory requirements set by Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).

An LLP is required to maintain an accounting record complete with financial statements of its financial transactions. The manager of an LLP is responsible for the submission of the annual report on solvency or insolvency to ACRA. It must be made by the manager of the LLP within 15 months of the date of registration. The annual report will be made available to the public.

An LLP’s profit is taxed at Singapore personal income rate of each individual partner. When a partner is a corporation, its profit from the LLP will be taxed at Singapore corporate rate.

To proceed with your Limited Liability Partnership (LLP) registration, please come to our office personally with your identification paper. We will

• Check your proposed Business name availability
• Follow-up with you to clarify queries (if any) and advise accordingly
• Issue you an invoice for our services.

Upon receiving the payment for our services, we will prepare and file the business registration on your behalf.

Once the business has been registered, you may proceed to open a corporate bank account.

Documents Checklist

The following documents are needed for registration of a Limited Liability Partnership:

• Proposed Business name
• Copies of NRIC and/or Passport information of the business owner
• Brief description of business activities
• Registered office address for the Limited Liability Partnership

Required Documents for Registration of a LLP

The following documents are required for registration of a LLP:

• Proposed LLP name
• Copies of NRIC and/or Passport information of each partner
• Brief description of business activities
• Registered office address for the LLP
• Written consent to act as manager, if required