Guide to Registering Limited Liability Partnership in Singapore

Key Features of a Limited Liability Partnership

1. Limited liability

This is probably the most apparent characteristic out of all—it is even mentioned in its name. Members of a LLP can enjoy limited liability, which means that each partner’s liabilities are only limited to a certain extent or a fixed amount. In this way, it is legally impossible for partners to be held personally liable for obligations beyond the contributions given by them. Should the company incur any debts or negative business transactions, the partners’ personal assets will not be affected, unlike in other enterprises like sole proprietorship.  

2. Separate legal entity

One of the main reasons why potential business owners are attracted to the framework that a LLP has is due to its flexibility as a separate legal entity. This structure gives companies the flexibility of operating as a partnership while enjoying the benefits of a separate legal entity like that of a company.

3. Perpetual succession

Legally, having perpetual succession as a company ensures the continuation of the business despite the death, bankruptcy, change, or exit of any partner. By definition, perpetual succession is described as ‘the continued existence of a corporation until it is legally dissolved’.

How do I register?

When registering as a partnership, you need to specify which type you want to set up as there are various partnership structures. In Singapore, there are three different brackets: general partnership, limited partnership, and limited liability partnership.

Registration for any type of business structure in Singapore should be made with the Accounting and Corporate Regulatory Authority (ACRA). In order to save time during the registrations process, make sure that you have met all the legal requirements and prepared all the documents required for a swift application.

Legal Requirements

To register as a LLP:

• A minimum of 2 partners is required and can be either individuals or corporations, or a combination of both.
• There also needs to be at least one manager residing in Singapore, who is at least 18 years of age.
  

In general, LLPs have lesser compliance requirements, making the process rather straightforward. In fact, it can be condensed in two main steps: reserving the name of your LLP and followed by registering the entity once the name has been approved.

Documents Required

Here are some of the necessary documents that you need to prepare prior to registration:

• Proposed name of LLP
• Registered office or business address
• Particulars of the LLP partners, managers, and other members (personal information such as their full name, identification number, nationality and residential addresses must be included)
• Declaration of compliance
• Consent to Act as Manager and Statement for Non-Disqualification to Act as Manager
• Company registration details (in case a corporate entity is a partner)

Banking for LLPs

After limited liability partnership registration, consider opening a corporate account for your business. Regardless of whether you’re in Singapore or anywhere else in the world, having a business account as an LLP will grant you more credibility in the market and shows that your company is fully operational. Some good examples of suitable bank accounts for LLPs include the Aspire Business Account, the Maybank FlexiBiz Account, as well as the UOB One Account.

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