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  • A partnership is a business firm formed by two to twenty partners. Once there are more than twenty partners, the partnership must be registered as a company under the Companies Act, Cap. 50.

    Under the Business Registration Act, Cap. 32, "business" includes every form of trade, commerce, craftsmanship, calling, profession and any activity carried on for the purposes of gain but does not include any office, employment or occupation, or any of the businesses specified in the First Schedule (List of exempted entities / individuals).

    Limited Liability Partnership

    A Limited Liability Partnership (LLP) is a vehicle for doing business in Singapore. An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company.

    This means that the LLP is seen as a body 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.

    An LLP is capable of:

    ⓐ Suing and being sued in its name;

    ⓑ Acquiring and holding property in its name;

    ⓒ Having a common seal in its name and

    ⓓ Doing such other acts and things in its name, as bodies corporate may lawfully do and suffer.

    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 from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.

    An LLP is required to keep accounting records, profit and loss accounts and balance sheets 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 shall be prosecuted and the penalty may be a fine or imprisonment, or both. In addition, the LLP shall submit to the Registrar an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) which will be made available to the public.

    Limited Partnership

    A Limited Partnership (LP) is a new vehicle for doing business in Singapore. It is a partnership consisting of a minimum of two partners, with at least one general partner and at least one limited partner. An LP does not have a separate legal entity from the partners, i.e. it cannot sue or be sued or own property in its own name.

    An individual or a corporation may be a general partner or a limited partner. Appointing a local manager is not mandatory unless all the general partners are residing outside Singapore.

    A general partner is responsible for the actions of an LP and liable for all debts and obligations of the LP. A limited partner is not liable for debts and obligations of the LP beyond his agreed contribution, provided he does not take part in the management of the LP.

    If there is no limited partner registered with ACRA, the LP registration will be suspended and the general partner will be deemed registered under the Business Registration Act. Once a new limited partner registers with ACRA, the LP registration will be restored and the registration under the Business Registration Act will cease.

    During the registration of the LP, the lodger is required to indicate if the proposed LP falls under Regulation 12 of the LP Regulations. He is also required to indicate the name of the licensed fund manager in the application.

    Regulation 12 of the Limited Partnership (LP) Regulations applies where:

    An LP primarily establishes a fund for investment, and A "licensed fund manager" (whether a general partner or a general partner's appointee) manages the fund.

    A "licensed fund manager" is licensed under the Securities and Futures Act (Cap. 289) to carry on fund management business. He can also be exempted from being so licensed under Section 99 of that Act.

    Procedure for setting up a Partnership

    Same procedure as Sole Proprietorship and details as follow:

    1.Fill in our formation form and provide us with the following information and documentation:-

    ⓐ Proposed business name of the Partnership;

    ⓑ Date of commencement of business;

    ⓒ Business activity code;

    ⓓ NRIC / Fin Number of owner/manager/partners;

    ⓔ Detailed business address of the proposed business;

    ⓕ Email address and handphone number;

    ⓖ Self-employed medisave must be up-to-date;

    2.TNC (SG) will fill up the registration application form online and name approval fee will be paid together with e-submission.

    3.The partnership can only be registered after all the partners have endorsed (or consented) to the submission of the online transaction and after the registration fee is paid (normally within 3 working days). After the endorsement, the registration number will be given by Accounting and Corporate Regulatory Authority (“ACRA”).

    Government Fee for Registration: S$65.00 (this inclusive of name approval fee and Business registration fee)

    Additional info:

    What does a sole-proprietor / partner need to do BEFORE registration?

    From 1 January 1994, all self-employed persons are required to top up their Medisave account with CPF Board before they register a sole-proprietorship or partnership, become the new partner of an existing sole-proprietorship or partnership, or renew their business registration. This requirement is only applicable to Singaporean Citizens and Singapore Permanent Residents.

    Procedure for setting up a New LLP

    1.Fill in our formation form and provide us with the following information and documentation:-

    ⓐ Proposed business name of the Partnership;

    ⓑ Date of commencement of business;

    ⓒ Business activity code;

    ⓓ NRIC / Fin Number of owner/manager/partners;

    ⓔ Detailed business address of the proposed business;

    ⓕ Email address and handphone number;

    ⓖ Self-employed medisave must be up-to-date;

    2.TNC (SG) will fill up the registration application form online and registration fee will be paid together with e-submission.

    3.The partnership can only be registered after all the partners have endorsed (or consented) to the submission of the online transaction and after the registration fee is paid (normally within 6 working days). After the endorsement, the registration number will be given by Accounting and Corporate Regulatory Authority (“ACRA”).

    Government Fee for Registration: S$165.00 (this inclusive of name approval fee and Business registration fee)

    Additional info:

    A foreigner who wishes to act as a local partner of an LLP can apply for an EntrePass or Approval-In-Principle letter from the Work Pass Division of the Ministry of Manpower (MOM) under the EntrePass Scheme.

    Please note that if necessary your application may be referred to another authority for consideration or comments, before granting approval. For example, if you intend to set up a private school, your application may be referred to Ministry of Education.

    If your application has been referred to another authority, it may take between 14 days to two months before you will be informed about the outcome of your application.

    The LLP may commence business once it has incorporated with ACRA. This is on condition that the LLP does not require any licence/approvals from other government agencies in order to carry out the business activities.

    Procedure for setting up a New LP

    1.Fill in our formation form and provide us with the following information and documentation:-

    ⓐ Proposed business name of the Partnership;

    ⓑ Date of commencement of business;

    ⓒ Business activity code;

    ⓓ NRIC / Fin Number of owner/manager/partners;

    ⓔ Detailed business address of the proposed business;

    ⓕ Email address and handphone number;

    ⓖ Self-employed medisave must be up-to-date;

    2.TNC (SG) will fill up the registration application form online and registration fee will be paid together with e-submission.

    3.The partnership can only be registered after all the partners have endorsed (or consented) to the submission of the online transaction and after the registration fee is paid (normally within 3 working days). After the endorsement, the registration number will be given by Accounting and Corporate Regulatory Authority (“ACRA”).

    Government Fee for Registration: S$65.00 (this inclusive of name approval fee and Business registration fee)

    Additional info:

    Please note that your application may be referred to another authority for comments prior to approval. For example, if you intend to set up a private school, your application will be referred to the Ministry of Education.

    If your application has been referred to another authority, it may take between 14 days and 2 months to process the application.

    The LP may commence business once it has incorporated with ACRA. This is on condition that the LP does not require any licence/approvals from other government agencies in order to carry out the business activities.


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