Limited Partnership Registration in Singapore- Start your Business with Enterslice

Overview of Limited Partnership Registration in Singapore

In the Ease of Doing Business Reports, Singapore consistently ranks among the top 3. This shows that Singapore is one of the best places globally to start with a Limited partnership entity. Though it takes around 2-3 days for a Limited partnership registration in Singapore, it requires a lot of work from the organization to keep up with the Paper works and compliances. Here’s a complete manual of registration prepared by Enterslice’s legal experts. Our proficient team of experts at Enterslice has crafted packages tailored to your business needs to make your life easier. The Limited Partnership Act, 2008 and Limited Partnership Regulations govern the Limited Partnership Act in Singapore. The Limited Partnership in Singapore is the most preferred business model compared to its alternative Limited Liability Partnership. Limited Partnership is a type of legal entity consisting of a minimum of 2 partners whereby there is at least one general partner and one limited partner. Since a limited partnership is not a separate legal entity, it cannot sue or be sued in its own name. Under Section 3 of Limited Partnership Regulations, the Registrar is responsible for maintaining a register of limited partnerships. Part II Section 3 of the Limited Partnership Act, 2008 defines the constitution of a Limited Partnership as an entity.

Features of Limited Partnership Registration in Singapore

• Tax Rebates: The Limited partners in the Partnership have the opportunity to share in the profits and losses without being obligated to actively participate in the business.
• Limited Liability: This means that the liability of the partner is only limited to the amount of money contributed by them to the Partnership.
• Minimal paperwork: Unlike the incorporation of a private limited company, the incorporation of a limited partnership requires minimal paperwork.

Limited Partnership in Singapore

Audit and Account of LP

Every General Partner of a limited partnership has to maintain all the accounting records to justify their financial transactions and position. These records have to be kept for at least five years from the date of such transaction.

Taxation of Limited Partnership

Unlike private limited companies, limited partnerships in Singapore are not taxed at an entity level. If the partner is an individual, the profits of the Limited Partnership would be treated as part of his personal income, and he shall be taxed at the current income tax rate.

Renewal of a Limited Partnership

You can renew your Limited Partnership annually or once every three years in accordance with the guidelines of the Accounting and Corporate Regulatory Authority (ACRA).

Rules on the Relationship of Partners

A majority of general partners shall decide any dispute pertaining to the ordinary matters related to the Partnership. No consent from existing partners is needed to appoint any new partner.

Benefits of Limited Partnership Registration in Singapore

If you are still confused about Limited Partnership Registration in Singapore, then Enterslice will help you clear your confusion by throwing light on the benefits that you may get from the incorporation ofimited partnershipshipa Limited partnership

• Legal status of Limited Partnership- In Singapore, limited partnership registration is governed under the Singapore Limited Partnership Act, 2008. Part I, Section 2 of the stated Act defines a general partner" as any partner of a firm who is not a limited partner. A Limited partner is defined as any partner who, under the terms of the partnership agreement, is not liable for the debts or obligations of the firm beyond the amount of the limited partner's agreed contribution. The Partnership Act of 1890 and the rules of equity and common law are applicable to limited partnerships.
• Limited Partnership vs. Limited Liability Partnership- Though both of them come under the head of “partnership”, in the case of LLP, all the partners involved have limited liability. On the other hand, in the case of a Limited partnership, the general partner has an unlimited liability, and the limited partner has a limited liability. It is noteworthy to mention that the partnership agreement for both LLP and LP varies. In the partnership agreement of a Limited Partnership, each partner's role must be specified.
• Change in ownership: The resignation /death of existing partners would not dissolve the limited Partnership.
• Investor friendly: Investors can benefit from the profits/losses of the company without getting directly involved in the course of business.
• Faster and hassle free incorporation
• Winding up of a Limited Partnership- The partners of LP may send an application to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore to strike its name off the BizFile⁺ Such application may be approved if there is a reasonable cause to believe that the LP cannot carry out its business activities.
• Number of Partners: There is no cap on the number of partners in a Limited Partnership.
• Suspension of a limited partnership: There is a suspension of a limited partnership in case of the absence of a limited partner. In this case, it will be converted to a general partnership, and the addition of a limited partner will restore its status as a limited partnership. For the time being, the General Partner shall be considered registered under the Business Names Registration Act.
• Manager: It's unnecessary to appoint a local manager unless all the general partners reside out of Singapore.
• Obligation of a Lodger: The Lodger must specify if the proposed LP falls under Regulation 12 of the LP Regulations. Regulation 12 of the LP Regulations applies in cases where a Limited Partnership has established a fund of investment. The Lodger should also specify the name of the licensed fund manager in the registration application.

Limited Partnership Registration in Singapore

Registration

A Limited partnership registration in Singapore is done with Singapore's Accounting and Corporate Regulatory Authority (ACRA). All the applications for the registration of a new LP have to be submitted online via ACRA's electronic filing and information retrieval system, BizFile⁺. An application in this regard has to be filed with the Registrar for approval. Before filing this application, a name application for the business also has to be filed. The name will not be allotted if it is identical or similar to another LP company registered under the Limited Partnership Act or Companies Act. Additionally, the name should not be identical to the list of titles prescribed by the government of Singapore not to be approved. The LP name shall be reserved for 120 days from the date of name approval.

Login

You have to log in to the BizFile⁺ portal. Then, you have to engage a registered filing agent to apply on behalf of the proposed partner. Processing time takes somewhere between 14 to 60 days, after which the application is referred to a specific department for approval. For instance, if the LP set-up is to carry out health sector activities, it would be referred to the Health Ministry of Singapore. All the proposed partners of the LP have to endorse their consent on the BizFile⁺  portal.

Cost

The total cost of a Limited partnership registration in Singapore is around $150, which includes a $100 registration fee and a $15 name application fee. Various payment options are available for you, namely Credit card/debit card, Apple Pay, Google Pay, and PayPal.

Constitution of a Limited Partnership in Singapore

General Partner

The General Partner of an LP has an unlimited liability, i.e. the partner's liability is not only limited to the amount of money they contributed to the Partnership but is liable for all the debts incurred. Such a partner can be an individual or a company. The responsibility of the general partner is to oversee the management of the Partnership.

Limited Partner

The Limited Partner of an LP has a limited liability, i.e. the liability of the partner is only limited to the amount of money contributed by them to the Partnership and is not liable for any debts incurred beyond the subscribed capital. Such a partner can be an individual, company or a foreign company. It is pertinent to note that the limited partner cannot take part in the management of the LP. However, if the said partner participates in the management of the LP, he/she shall be considered a general partner with unlimited liability.

Managers

A local manager of at least 18 years of age who is not an undischarged bankrupt is appointed by an LP in case the general partners are not local residents of Singapore. The manager is personally responsible for managing all the obligations of the LP and is subjected to the same responsibilities and penalties as that of a general partner of the LP in case of default.

Global Crypto Compliance 2024: Regulations in Every Country

Global Crypto Compliance 2024 provides a comprehensive overview of cryptocurrency regulations across the globe.

Download PDF

Limited Partnership Registration in Singapore Compliances

Compliances for LP are quite similar to that of LP. We have prepared a list of these compliances for you

• Bills, Invoices, and official correspondence of LP must contain the name of the LP along with its Unique Entity Number.
• An LP in Singapore doesn't need to have an audit.
• An LP in Singapore doesn't need to file annual returns with the Accounting and Corporate Regulatory Authority (ACRA). However, they have to maintain their accounting records for at least five years.
• Any change with respect to the particulars of LP must be submitted to the Registrar within fourteen days from the date of such change.
• The Registrar may appoint any officer to inspect the premises of a Limited Partnership in Singapore.

In case any person obstructs the inspector from inspecting the premises, a fine not exceeding $5000 shall be imposed on such person.

• Registering for GST: In case the annual turnover of your LP exceeds $1 million, you need to register your LP for GST. You must file GST returns to IRAS within 1 month from the end of the GST accounting period.
• Work Mishaps: In case of any work-related injury, you have to submit an incident report to the Ministry of Manpower (MOM), Singapore, within 10 days of the incident. However, in case of fatal accidents, MOMs should be notified immediately.
• Notifying the Ministry of Manpower (MOM) in case any of your staff who is on work pass changes their residential address. MOM must be notified within five days of such change occurring.
• Making Employee CPF monthly contributions with MOM.
• Notifying MOM with updated details of worker’s employment and occupational details by the 14^th day after the end of each quarter.
• Renewal of LP registration up to 60 days before the expiry.
• Submitting Employee’s income information electronically.
• Filing Limited Partnership Income Tax return using Form P.
• Filing individual Income Tax Returns in case of partners using Form B/B1.

Dissolution of a Limited Partnership in Singapore

It's important to look at some situations whereby the limited Partnership would not stand dissolved. For instance, a Limited Partnership cannot be dissolved by a limited partner's death, dissolution, bankruptcy, or liquidation.

Further, a Limited Partnership cannot be dissolved on the grounds of the mental incapacity of a limited partner. It is also important to mention that the other partners are not entitled to dissolve the Partnership by reason of any limited partner suffering the partner's share of the partnership property to be charged for the partner's separate debt.

Functioning of Limited Partnership in Singapore

Let’s now understand how a Limited Partnership in Singapore functions using an example. Suppose there is a Limited Partnership named XYZ Station. It consists of the below mentioned key personnel.

General Partner “G”

This person is responsible for running the business and managing the administration of the LP. This person represents the LP externally and has a fiduciary duty and duty of care towards the LP.

Limited Partner “L”

This person is not responsible for running the business and managing the administration of the LP. He acts as a passive member of the LP and has no fiduciary duty and duty of care towards the LP.

Limited Partnership Registration in Singapore: necessary papers

Registered Address

It is a mandatory requirement for all LPs incorporated in Singapore to have a local registered address. The major requirement of this address is to ensure that a reliable channel is created for sending all official correspondence and legal necessary papers to the company.

Name Selection

The first step in the registration of a company is choosing an appropriate name for the company. The desired name is submitted to the ACRA's online portal, BizFile. The availability of the chosen name is checked at this portal, and only then can the name be reserved for the company. The applicant is also required to select and specify the SSIC Code (Singapore Standard Industrial Classification Code) depending on the type of commercial activities sought to be undertaken by the applicant.

Nature of the proposed business

The description of the nature of the proposed business activity must be specified while registering your LP. Along with this, a declaration of compliance along with written consent to act as a manager of the LP must be given on behalf of the partner and manager of the proposed LP. Additionally, a statement specifying that the Partnership is limited must also be given.

Post Registration of the LP

Getting an Email

BizFile+ will send an email to the appointed officers (e.g. partners, manager) for their endorsement. All appointed officers have to endorse their appointments in the BizFile+ portal within 60 days from the date of the email.

Unique Entity Number (UEN)

Your company’s UEN will be automatically generated by BizFile+ after the company's successful registration. This UEN has to be kept confidential and will be used for future transactions of the Partnership with the government.

Company Business Profile

The Company Business Profile is a comprehensive electronic necessary paper that includes essential information about the business. It is provided by the ACRA to newly established partnerships.

Refusal of Limited Partnership Registration in Singapore

Appeal

Under Part III, Section 13 of the Limited Partnership Act, 2008, the Registrar may refuse to register your Limited Partnership. However, in case the Registrar refuses to register a limited partnership, any proposed partner may, within 30 days of the date of refusal, appeal to the Minister.

Unlawful Activity

The Registrar may refuse to register your LP if your proposed business is likely to be used for unlawful purposes.

Against public Welfare

The Registrar may refuse to register your LP if your proposed business is prejudicial to public peace or the Welfare of Singapore.

Threat to National Security

The Registrar may refuse to register your LP if your proposed business is detrimental to Singapore's national security.

REQUEST A CALL

Ready to take the next step with us?? Book a one-to-one call with us to discuss your query and how our Foreign Business incorporation desk shall help your Limited Partnership registration in Singapore.

Conversion of Limited Partnership in Singapore

Suspension of LP

In cases where the last limited partner of the LP has resigned from the LP, the LP registration shall be suspended, and the general partners shall be deemed to be registered as a sole proprietorship or Partnership under the Business Names Registration Act.

Restoration

The status of the LP shall be restored on the appointment of a limited partner to the Partnership.

Non Regulation 12 LP

In case the LP is not able to satisfy the conditions of Regulation 12 LP, it has to be converted to a non Regulation 12 LP.

Regulation 12 LP

Regulation 12 of the LP Regulations applies in cases where an LP establishes an investment fund and a licensed fund manager manages that fund.

Limited Partnership Registration in Singapore: Corporate Bank Account Opening

After the successful proposed limited Partnership registration in Singapore on the BizFile+ portal, the proposed partners of the limited Partnership can proceed to open up a bank account in Singapore in the name of the LP. The following necessary papers are required to open up a bank account

• Bank Account Application form
• Copy of owner’s Singapore Identity card
• Copy of business description of limited Partnership
• Proof of the proposed partner’s residential address
• LP Unique Entity Number

Particulars of Limited Partnership Registration in Singapore

The residential address of partners and managers, along with the alternative address of partners (if any), should be communicated to the Registrar. The name, identification (if any), nationality, and the usual place of residence of every person who is to be a partner of the limited Partnership must be duly communicated. In the case of a person being a body corporate, the corporate name, place of incorporation or registration, registration number, and registered office of the body corporate to which all notices and communications may be addressed. Also, the name, identification (if any), nationality, and the usual place of residence of every person who is to be a manager of the limited Partnership should be communicated to the Registrar.

Naming of Limited Partnership in Singapore

Acronym

The name of every limited Partnership in Singapore should have the words limited partnership or the acronym LP.

Registration

The General partner of the LP should not carry on the business under a name that has not been registered or approved by ACRA.

Penalty in case of contravention

Every general partner is liable to pay a fine not exceeding $5,000 in case of any contravention of the above-stated provisions.

Limited Partnership Registration in Singapore by Foreigners

In case a foreigner seeks a Limited Partnership Registration in Singapore, then he/she is required to appoint a manager who is an ordinary resident of Singapore. If foreigners want to stay in Singapore to manage the operations of a Limited Partnership, then they must seek approval from the Ministry of Manpower (MOM) after registration of the Limited Partnership.

It is pertinent to note that the foreigner seeking a Limited Partnership Registration in Singapore must engage a registered filing agent to submit the application for registration on their behalf.

Cessation of a Business of LP

If any registered limited partnership has ceased to carry on a business, then the General partner of such LP shall submit a notice to the Registrar informing him about the same. If any registered limited partnership has been dissolved, then a General Partner of such LP shall submit a notice to the Registrar informing him about the same within 14 days of such dissolution.

If Registrar has any reason to believe that such a registered limited partnership has not been carrying out its business or has been dissolved, then the Registrar can suo motu take cognizance of the situation and send to the limited Partnership and all the general partners a show cause notice, to the effect that if no response to the notice is received by the Registrar within one month from the date of sending the notice, the registration of such LP is deemed to be canceled.

Limited Partnership Registration in Singapore: Challenges

For a successful Limited partnership registration in Singapore, you need to overcome certain challenges like choosing the right business model as per your business needs, choosing an appropriate business name, regulatory compliances as per ACRA guidelines, tax Regulations Compliance, post-registration Compliances, maintaining necessary papers/checklist, opening up of bank account in the name of the company, getting appropriate licenses and permits. At Enterslice, we will provide you with end-to-end assistance in order to overcome these challenges and ensure hassle-free limited Partnership registration in Singapore.

Why choose Enterslice?

• Partner Base of 50,000+ Auditing and Law Firms Globally
• Solving Queries for Limited Partnership Registration in Singapore Daily
• AI-powered Chatbot for ensuring Timely Support
• Free Call with our expert to solve your query
• Dedicated Foreign Investment Desk with Global Client Representatives
• A robust panel of qualified CA and CS

Our method of working

If you have any queries with respect to your Limited Partnership Registration in Singapore, then you can reach out to us. Enterslice shall provide you with accessible and reliable consultancy and advisory services for the successful incorporation of your LP.

• Our team of experts at Enterslice shall evaluate your business model and clarify whether you should consider incorporation of a Limited Partnership or a Limited Liability Partnership.
• Reduce your compliance burden by timely reminders of adhering to the compliances.
• One-stop Spot for your Limited Partnership Registration in Singapore
• Assistance in the Preparation of necessary papers for registration and compliance
• Register your LP on the BizFile⁺ portal in accordance with ACRA guidelines.
• Get your licenses and permits post-registration of your LP.
• Assistance in filing individual partners' annual income tax returns.
• Assistance in filing annual GST returns (if any) of your LP.
• Assistance in opening up your LP bank account.