Limited liability Partnership or LLP is a relatively new business form introduced in Singapore; whereby two or more persons enter into partnership and form a partnership firm with separate legal identity. Liabilities of all the partners of the firm shall be limited and the entity shall hold a separate legal status. Following are some of the features of a limited liability partnership:

  • As already mentioned, it holds separate legal identity.
  • Liabilities of partners are limited up to the assets and reserves of the firm.
  • An LLP can purchase and own immovable and moveable properties under its own name.
  • If any loss has been incurred due to some negligence or wrongful act of any of its partners, that partner shall be solely responsible for his own acts and deeds.
  • Partners cannot be sued personally for any losses sustained by the LLP.
  • For tax purposes, a LLP is not liable to be taxed and all the partners are individually liable to pay taxes on their due shares of profits.
  • There must be at least two parties involved in partnership.
  • Manager of the firm should be a Singapore resident.
  • Partners can either be local residents or foreign persons. A local person cannot make LLP with a non-resident individual or person.

An LLP is required to be registered with Singapore’s “Accounting and Corporate Regulatory Authority (ACRA). The registration process is made up of two broad steps:

  1. Reservation of proposed name; and
  2. Registration of the entity.

Following documents are required for registration purpose:

  • Proposed name of LLP – it is advisable to propose 2 to 3 names
  • Complete particulars of all partners and managers of LLP including their residential addresses and in case where one of the partners is a company then its registration number, registered address and jurisdiction etc.
  • Declaration of compliance as to the fact that all the information provided is true as to their belief.
  • Registered address of the office of proposed LLP
  • Manager’s consent to act in the capacity of a Manager and statement of qualification to act as Manager.

If everything goes well and all the information/documents provided to the authority are correct in their true sense, then it normally takes only one day for the registration.

Being a non-resident, you can also engage the services of a professional consultancy firm which can submit the required information on your behalf. A foreigner also needs to establish a representative office here in Singapore for undertaking administrative works. Such representative office shall not have its separate legal identity and would be primarily engaged in non-commercial activities.

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