Limited Partnership (LP) was introduced in Singapore on 4 May 2009. It does not have a separate legal entity, and provides limited personal liability for partners who do not manage the LP. A limited partnership consists of two or more persons, with at least one general partner and one limited partner. While a general partner in a LP has unlimited personal liability, a limited partner's liability is limited to the amount of his or her investment. All LPs must be registered with the Accounting and Corporate Regulatory Authority (ACRA).
Characteristics
- The partners can be individuals, Singapore-registered companies or unregistered foreign companies.
- There must be a minimum of 2 partners, with at least 1 general partner and at least 1 limited partner. There is no maximum number of partners in a LP.
- A general partner has unlimited personal liability and can be appointed as the manager of the LP. The general partner is responsible and liable for all actions, debts and obligations of the LP.
- A limited partner is not liable for any debts and obligations beyond his agreed investment in the LP. If a limited partner takes part in the management of the LP, he will have unlimited liability as if he were a general partner.
- A LP does not have a separate legal entity (i.e. it cannot sue or be sued in its own name and cannot own or hold any property).
- The LP can only be created by registration of a new LP. A company, business or Limited Liability Partnership (LLP) cannot convert to become a LP.
- For tax purposes, each partner will be taxed on his or its share of the income from the LP. Where the partner is an individual, his income from the LP will be taxed at personal income tax rate. Where the partner is a company, its income from the LP will be taxed at corporate tax rate.
Eligibility For Registration
- Almost anyone or any company can be an owner in a LP.
- There are some exceptions, for instance, undischarged bankrupts and persons convicted of dishonesty may not be allowed to register and/or be appointed as the manager of the LP.
Appointment Of A Local Manager
It is compulsory for all LPs to appoint a local manager if all general partners do not ordinarily reside in Singapore. There can be more than one local manager.
A person is not "ordinarily resident" if he/she:
- Does not have a local address and
- Cannot legally remain in Singapore for a long period of time
The local manager must be above 18 years of age and also fulfill one of the following:
- A Singapore Citizen
- A Singapore Permanent Resident
- An EntrePass Holder
- A Dependant Pass Holder
Set Up Cost
- Fees for approval of LP name: S$15 per name.
- Registration fees: S$50
- Yearly renewal fees: S$20
Limited Partnership In Singapore
All Limited Partnership in Singapore must register with the Accounting and Corporate Regulatory Authority (ACRA). The objective of ACRA is to make Singapore the trusted and best place for business and ensure the availability of a responsive and trusted regulatory environment for businesses and public accountants. ACRA believes in a strong commitment to the customers in delivering service excellence in alignment with the vision: "Singapore: The trusted and best place for business".
For further details on ACRA please visit, Accounting and Corporate Regulatory Authority (ACRA)
Exemptions From Registration
Certain Individuals, Professionals and Organizations are exempted from registration.
Individuals Who Are Exempted
Individuals who do not need to register with ACRA include:
- Licensed hawkers
- Domestic craftsmen
- Taxi drivers
- Trishaw riders
- Sampan men
- Farmers
- Private fish and prawn pond keepers
Professionals Who Are Exempted
Professionals such as lawyers and doctors do not need to register with ACRA as they are managed by their respective professional bodies. The Law Society is the governing body for the lawyers in Singapore, which is largely self-regulatory. The Academy of Medicine in Singapore is the governing body for doctors. Its governing constitution is stipulated in Articles 60-77 of the Memorandum and Articles of Association.
Organizations That Are Exempted
Organizations such as statutory boards, mutual benefits co-operatives and charitable institutions that are set up by law also need not register. By law a statutory board is an autonomous government agency established by an act of Parliament that specified the purpose, rights, and powers of the body.
Organizations such as statutory boards, mutual benefits co-operatives and charitable institutions that are set up by law also need not register. By law a statutory board is an autonomous government agency established by an act of Parliament that specified the purpose, rights, and powers of the body.
