Limited Liability Partnership or Sole Proprietorship: Which One Should You Choose?

Factors to Consider

1. Legal Status

Similar to Private Limited Companies (PLC), LLPs are also considered corporate bodies, which means they are a separate legal entity where the liability of each partner is limited. One great advantage of setting up a LLP is that it gives owners the flexibility to operate as a partnership while still maintaining a separate legal identity.

Unfortunately, sole proprietors don’t have a distinct legal identity, which means both the owner and their business are treated as one. Since there is no legal separation between business and personal assets, the owner is solely responsible for any debts that the company may incur. In a nutshell, LLPs have a distinct legal personality that is tied to the company while sole proprietorships are tied to individuals.

2. Company Registration and Requirements

Compared to other companies, LLPs and sole proprietorships have a relatively easier registration process and have minimal compliance requirements as well. Both business structures don’t require their owners or partners to file and audit their accounts, or file annual returns with Singapore’s Accounting and Corporate Regulatory Authority (ACRA).

3. Funding

Raising funds may be a challenge for both sole propriertorships and LLPs. Both business models are generally perceived to have less credibility amongst investors and have lower public perception.

Despite being a separate legal identity, LLPs are still not as credible in comparison to other companies as they are not as heavily regulated. Hence, most of the funding that LLPs incur comes from the partners’ investments or private investors. Similarly, sole proprietorships get their funds from their own personal finances or private investments as well.

4. Taxes

LLPs in Singapore are not taxed at the entity level and each partner is taxed at personal income rates (max 22%) if the partner is an individual. However, if the partner is a company, these corporate partners will be taxed according to corporate rates (max 17%).

Similarly, sole proprietors are taxed at personal income rates as well. Depending on how much your business makes, your income tax rate increases too and ranges from 2% to 22%. Unlike private limited companies, these two business entities are not eligible for corporate tax benefits or deductions from the government.

5. Continuity of Business

In terms of succession abilities, the continuity of a LLP isn’t limited to the death or retirement of a partner and has a far more enduring business structure compared to sole proprietorships.

Unfortunately, sole proprietors don’t have the same fate and have limited perpetual succession. This means that there is no continuity in their business. Once the owner passes away, the business ends as well.

How Do I Choose What’s Best For Me?

For those looking to expand and grow their business, LLPs are considered the next step for sole proprietors that want to have a larger business setup. Once you have made the transition to a LLP, you can enjoy added advantages such as limited liability and corporate ownership.

Finding the right business structure for you solely depends on your personal and business goals. Once you have identified these, the next step is to calculate the risks and advantages of each business entity and determine which one fits your needs and wants the best. Regardless of how big or small, keep in mind that any business venture will come with its risks and it is important to be calculative with your decisions.

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