WHAT IS AN LLP?

An LLP is a new vehicle for doing business in Singapore. This means that in addition to registering a
business or a company in Singapore, interested parties may also choose to register an LLP to carry out
their business activities. The LLP Act will commence on 11 April 2005.
The LLP will give the owners the flexibility of operating as a partnership whilst giving them limited
liability. It combines the benefits of a partnership with those of private limited companies. However
this comes with safeguards in law to minimize abuse and provide protection to parties who deal with
the LLP.
The LLP is a body corporate and has a legal personality separate from its partners. The LLP has
perpetual succession. Any change in the partners of a LLP shall 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.
However a partner may be held personally liable for claims from losses resulting from his own
wrongful act or omission. But a partner shall not be personally liable for such wrongful acts or
omissions of any other partner of the LLP.
An LLP is required to keep such accounting and other records that will sufficiently explain the
transactions and financial position of the LLP. This will enable profit and loss accounts and balance
sheets to be prepared to give a true and fair view of the state of affairs of the LLP. If the LLP does not
do so, the LLP and every partner shall be guilty of an offence. The punishment may be a fine or
imprisonment, or both. In addition, the LLP shall submit to the Registrar an annual declaration of
solvency or insolvency. Such solvency status reported shall be available to the public.
HOW TO REGISTER A NEW LLP?

All applications to register a new LLP must be submitted online via BizFile, ACRA's electronic filing
and information retrieval system. To register the LLP, the applicant may do any of the following:
(a) Log into www.bizfile.gov.sg to submit an online transaction to register a new LLP.
(b) Engage the services of a professional firm or service bureau for assistance in submitting the online
application to register a new LLP.
(c) Call at ACRA in person to submit the online transaction via BizFile at the Self-Help Kiosks. We
have provided 10 Self-Help Kiosks for use by the public.
Once the application is submitted, the system will decide if the application needs to be referred to
another authority for approval or comments. For example, if you intend to carry out activities
involving the setting up of a private school, your application will be referred to the Ministry of
Education, the licensing agency. When an application has been referred to another authority, it may
take 14 days to 2 months before the outcome is known. Click here for the Referral Authorities Table.

If there is no referral required, the applicant may proceed to pay the registration fee of $165
(registration fee of $150 and name approval fee of $15) for registering the new LLP in Singapore.
CONVERSION FROM A BUSINESS OR A COMPANY TO A LLP

A business firm may convert to an LLP if the partners of the business firm are all going to be the
partners of the LLP.
Similarly, a company may convert to a LLP if all the shareholders of the company are going to be the
partners of the LLP and the company has no outstanding security interests in its assets at the time of
application for conversion.
A business firm or a company may convert to an LLP by submitting an online transaction via
www.bizfile.gov.sg. The fee payable for the conversion is $100. Upon conversion, the status of the
business firm or the company will be updated as “Converted to LLP” and the date of conversion will
be the date of registration of the LLP. The LLP will be issued with a new registration number.
You are strongly advised to read the second schedule and third schedule of the LLP Act that include
the effects of conversion and requirements after conversion. You are also encouraged to seek legal
advice if you need further assistance.
NAME OF LLP

Every LLP shall have either the words “Limited Liability Partnership” or “LLP” as part of its name.
The Registrar may refuse to register a new LLP or allow the LLP to change its name to one that is:
• Undesirable

• Identical to any other LLP, company or business name

• Identical to a name being reserved under the Business Registration Act or the Companies Act

• Of a kind that the Minister has directed the Registrar not to accept for registration.
MANAGER

A manager is defined as any person who is concerned in or takes part in the management of the LLP.

Every LLP must have at least one manager who is ordinarily resident in Singapore. All managers shall
be natural persons of full age and capacity. “Ordinarily resident" means the usual place of stay of a
person. For our purposes, if the person can provide a local residential address and prove that he is
long-staying (i.e. he can legally remain in Singapore for a long period), we can accept that he is
ordinarily resident here.
We accept the following status as indication of permanent residency in Singapore. They are:

a) Singapore citizens;
b) Non-Singapore citizens who possess the following:
i) Singapore Permanent Resident status;
ii) Employment Pass or Approval-In-Principle Employment Pass or
iii) Dependent's Pass

The manager of the LLP must not be:

a) an undischarged bankrupt (unless he has obtained Leave of the High Court or the written
permission of the Official Assignee);
b) disqualified as an unfit manager of insolvent LLPs under section 34 of the LLP Act;
c) disqualified as a manager of a former LLP wound up on grounds of national security or interest and
disqualified to act as a manager;
d) disqualified as a person who was convicted of offences involving fraud or dishonesty, or other
offences connected with formation or management of a LLP;
e) disqualified under Sections 149, 149A or 154 of the Companies Act.
PARTNERS

A partner is defined as any person who has been admitted as a partner in the LLP in accordance with
the LLP agreement.
Every LLP shall have at least 2 partners.
The partner in an LLP may be an individual, a local company, a foreign company or another LLP.
CHANGES IN LLP PARTICULARS

Whenever any change occurs in the particulars of the LLP, the LLP shall within 14 days, lodge with
the Registrar an online transaction via www.bizfile.gov.sg to notify the Registrar of the change. The
fees payable for the various changes are as follows:
Change of LLP Name: $25
Change of Registered Office Address: $10
Change in Business Activity: $10
Entry/Withdrawal of Manager/Partner: $10
Change of Personal Particulars of Manager/Partner: $10
Please note that any change in registered office address shall take effect only upon such lodgment.
MEDISAVE CONTRIBUTIONS
All self-employed persons who intend to be the partners of a new LLP or become the new partner of
an existing LLP or convert from a company or a business into an LLP, are required to top up their
Medisave account with the CPF Board before they can proceed to do any of these things. Please
contact the Central Provident Fund Board (CPFB) at their toll-free number: 1800-227 1188 or click
here for more information on Medisave.
To check on your Medisave status (i.e. whether you have any outstanding Medisave liabilities with the
CPF Board), please login to www.cpf.gov.sg using your NRIC No. If you have outstanding Medisave
liabilities and wish to check on the outstanding amount, please login to www.cpf.gov.sg using your
NRIC No. and SingPass.

Please be informed that with effect from 17 Jan 2004, the CPF Board will only accept the following
modes of payment:
• GIRO – please download the application form (GIRO/IBG Form) from the CPF website at
www.cpf.gov.sg.

• E-payment – log into the CPF website with your SingPass and pay through the Internet if you have
banking facilities with UOB and DBS.

• Nets/CashCard/Cheque – at any of the CPF Offices or

• Cash – only at Singapore Post Office (CPF has ceased cash collections at
all its offices).
ANNUAL DECLARATION AND ACCOUNTS

Annual Declaration
Under Section 24(1) of the LLP Act, the manager of every LLP is required to lodge a declaration
stating whether the LLP is solvent or insolvent.
Under Section 24(2), this first annual declaration must be lodged within 15 months from the date of
the registration of the LLP. Subsequent declarations must be lodged once in every calendar year and
not more than 15 months after the lodgment of the last declaration.
The LLP may apply for an extension of time under Section 24(3) for the lodging of the annual
declaration
Accounts
Under Section 25(1) of the LLP Act, the LLP is required to keep accounting and other records which
will explain its transactions and financial position and enable profit and loss accounts and balance
sheets to be prepared.
Section 25(2) provides that the LLP shall retain the accounting records for 7 years.
The Registrar may, by notice in writing to the LLP require the LLP to produce the accounting records
for his inspection within such time and place as may be specified in the notice. This is provided for
under Section 24(4) of the LLP Act.

PUBLICATIONS OF LLP NAME, REGISTRATION NO AND STATEMENT

Every LLP shall ensure that its invoices and official correspondence bear the name of the LLP, the
registration number and a statement that it is registered with limited liability.
In addition, an LLP that was formed upon conversion from a business or company shall also include a
statement that the LLP was, as from the date of registration, converted from a business or a company
to a LLP and the name and registration number of the former entity it converted from. This additional
statement shall be displayed for 12 months commencing 14 days after the date of registration of the
LLP.

CLOSING AN LLP

Winding Up

Members’ Voluntary Winding up

A LLP may decide to wind up its affairs voluntarily if the partners are of the opinion that the LLP will
be able to pay its debts in full within 12 months after the commencement of the winding up. The LLP
will appoint a liquidator or provisional liquidator to wind up its affairs and file the necessary
notifications required under the Limited Liability Partnership Act. For more details, please refer to the
Limited Liability Partnership Act or seek professional advice.

Creditors’ Voluntary Winding up

A LLP may decide to opt for creditors’ voluntary winding up if its partners are of the opinion that it
cannot by reason of its liabilities continue its business. The LLP convene a meeting of its creditors to
consider its proposal for the company to be wound up. If the creditors agree, the LLP will appoint a
liquidator or provisional liquidator to wind up its affairs and file the necessary notifications required
under the Limited Liability Partnership Act. For more details, please refer to the Limited Liability
Partnership Act or seek professional advice.

Compulsory Winding up

A LLP may be wound up under an Order of the Court under certain circumstances e.g. the LLP is
unable to pay its debts. The Court may appoint a liquidator to wind up the affairs of the LLP. Where
no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the LLP. The
liquidator will file the necessary notifications required under the Limited Liability Partnership Act.
For more details, please refer to the Limited Liability Partnership Act or seek professional advice.

Striking off

A LLP may apply to ACRA to strike its name off the Register pursuant to Section 38 of the Limited
Liability Partnership Act. ACRA may approve the application if it has reasonable cause to believe that
the LLP is not carrying on business.

INCOME TAX AND GST MATTERS

LLPs may be liable to certain taxes such as income tax and GST. For more information on general tax
obligations of LLPs, you may visit the IRAS website at http://www.iras.gov.sg.