Hassle Free LLP Registration in Singapore
Singapore has been the most preferred destination for Limited Liability Partnership Firm or the (LLP Registration in Singapore) globally and in the Asia Pacific region. The primary reasons for its immense popularity are its politically stable environment, business-friendly policies, and its strategic location within the Asia Pacific region. The LLP registration in Singapore is hassle-free, and our experts at Enterslice can help you create your Limited Liability Partnership firm in Singapore. The LLP registration in Singapore, process is quite simple. All you have to do is go by the Accounting and Corporate Regulatory Authority (ACRA) guidelines. In your journey to the LLP registration in Singapore, Enterslice can be your companion and one-stop solution by offering you our guidance and advisory services.
Why a LLP registration in Singapore?
In 2005, following the recommendations from the Company Legislative and Regulatory Framework Committee (CLRFC) and after public consultation, the government of Singapore gave a nod for the opening up of Limited Liability Partnerships or LLP registration in Singapore. Among the various business structures available, the Limited Liability Partnership firm is Singapore's most preferred corporate entity. The LLP registration in Singapore is a corporate legal entity whereby every partner has a limited liability for the debt incurred. Since each partner is responsible for his wrongs and not for the acts of other partners, it has gained immense popularity in current times. The LLP registration in Singapore is a quite simplified procedure that takes not more than two to three days.
Advantages of a LLP Registration in Singapore
LLP (Limited Liability Partnership) registration in Singapore facilitates numerous advantages with a flexible and scalable business structure. LLP registration in Singapore allow the partners in managing their roles and responsibilities in most efficient and effective manner. A list of advantages of a LLP registration in Singapore are as follow
Perpetual Succession: It means that the Limited Liability Partnership will exist till the time if it is not wound up. And that any change in the partners would not affect the functioning of LLP in any manner whatsoever.
Tax Liability: There are no capital gain taxes or dividends in Singapore. There is a single-tier tax rate system. The Corporate tax rate is charged at the rate of 17% on the company’s income.
Pro-business environment: Registration of LLP takes place in a hassle-free manner. Along with that, flexible immigration policies always lead to the availability of the workforce.
Why Businesses Prefer LLP Registration in Singapore
A LLP registration in Singapore is a kind of business structure which combines with the flexibility and offer protection from personal liability. It enable to enjoy the benefits of collaborative business model with a limit to less exposure on financial risks. Businesses prefer LLP registration in Singapore as it offers diverse scope
LLP registration in Singapore has no vicarious liability, i.e., LLP partners are not responsible for the acts of other partners. It gives the advantage of a company's limited liability along with a partnership's flexibility.
Legal Status on LLP registration in Singapore
LLP registration in Singapore is done under the Singapore Limited Liability Partnership Act 2005. Part I, Section II of the stated Act defines a limited liability partnership agreement as an express or implied agreement among the partners of a limited liability partnership that determines the rights and duties of the partners.
Appointment of Registrar of LLP
Part I, Section 3 of the Singapore Limited Liability Partnership Act 2005 outlines a procedure for the appointment of a registrar of Limited Liability Partnerships. The Registrar appointed is responsible for carrying out the provisions of the given Act.
Taxation of LLP Registration in Singapore
Unlike private limited companies, LLP registration in Singapore are not taxed at an entity level. If the partner is an individual, the profits of the LLP in Singapore would be treated as part of his income, and he shall be taxed at the current income tax rate. On the other hand, if the partner is a company, it will be taxed at the current corporate tax rate.
Benefits of an LLP Registration in Singapore
Some of the prime reasons why you should consider while LLP registration in Singapore are as follows
Separate Legal Entity: Section 4 of the Act defines a limited liability partnership as a body corporate that has a legal personality separate from that of its partners. The LLP shall have perpetual Succession, which means any change in the partners of an LLP will not affect its existence, rights, or liabilities.
- A LLP registration in Singapore, firms can acquire property in its name.
- A LLP registration in Singapore, firms has legal rights, i.e. it can sue and be sued in its name.
- A LLP registration in Singapore, firms would be capable of having a common seal in its name.
- An LLP registration in Singapore, firms has a strong Intellectual property law and regime.
- A LLP registration in Singapore, firms would be capable of doing and suffering such acts as corporate bodies may lawfully do and suffer.
Limited Liability of Partners: The LLP registration in Singapore and their Partners shall not be held personally liable directly or indirectly via indemnification or otherwise for any debts incurred by the LLP. A partner shall be held personally liable for losses arising out of his wrongful acts; however, he would not be responsible for the wrongful acts or omissions of other partners of the LLP. Thus, there is no vicarious liability. The liabilities of the LLP registration in Singapore would be met out of the property of the limited liability partnership.
- It's unnecessary to appoint a local manager unless all the general partners reside in Singapore for a LLP registration in Singapore.
- The Limited Liability Partnership should submit an annual declaration of solvency or insolvency to the Registrar, which would be available in the public domain.
- The Limited Liability Partnership has to maintain profit and loss accounts and balance sheets to justify its financial position. These records have to be retained by the LLP registration in Singapore for seven years after the completion of the transaction.
The law relating to partnerships would not apply to a limited liability partnership.
Relationship of Partners: The relation among the partners of an LLP shall be governed by the limited liability partnership agreement.
Bankruptcy of partner: If a partner of a limited liability partnership is declared bankrupt by a court in Singapore, then such person shall not cease to be a partner of the limited liability partnership; however, such person shall be restricted to be a manager of the limited liability partnership under section 33 of the Act. The bankrupt partner would also be entitled to receive his distributions from the LLP. However, the trustee of the estate of such a bankrupt partner would not be allowed to interfere in the management of the limited liability partnership.
Process for a LLP registration in Singapore
Registration a LLP registration in Singapore
A LLP registration in Singapore is mandatory in accordance to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. All the applications for the a LLP registration in Singapore as a new LLP company 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 LLP or 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 LLP registration in Singapore names shall be reserved for 120 days from the date of name approval.
Login for a LLP registration in Singapore
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 LLP set up is to carry out activities in the health sector, then it would be referred to the Health Ministry of Singapore. All the proposed partners of the LLP have to endorse their consent on the BizFile+ portal.
Cost for a LLP registration in Singapore
The total cost for a LLP registration in Singapore is around $150, which includes a $100 registration fee and a $15 name application fee. There are various payment options available for you, namely Credit card/debit card, Apple Pay, Google Pay, and PayPal.
Functioning of a LLP registration in Singapore
Rights and Duties a LLP registration in Singapore
The mutual rights and duties of the partner are governed as per the clauses of the Limited Liability Partnership Agreement agreed upon by the partners. However, in the absence of such an agreement, the First Schedule of the Singapore Limited Liability Partnership Act, 2005, shall apply.
Limited Liability Partnership Agreement
The Limited Liability Partnership Agreement typically sets out the following/Consensus needed to clear a proposal: Rights of the Partners, Duties of the Partners, Responsibility of the Manager, Shares of the Partners, and Cessation of the Partnership.
Key Personnel for a LLP registration in Singapore
A LLP registration in Singapore does not have directors, shareholders, or secretaries, unlike a private limited company. This is because all the affairs of the LLP are managed by its partners and managers.
The Services offered by Enterslice
Our team at Enterslice provides tailor-made solutions as per the different business needs of our clients. We will make sure to guide you step by step, for a LLP registration in Singapore from initial stage to the end stage to ensure a timely compliance. Our team offers the following services to our clients globally
- Business Model Evaluation: We evaluate the business needs, values, and future vision of our clients, based on which we provide a personalized business model for their business venture.
- Eligibility Check: Before a LLP registration in Singapore, we will make sure it falls within the eligibility list as prescribed by the Accounting and Corporate Regulatory Authority (ACRA).
- Registration: After making sure that the proposed a LLP registration in Singapore qualifies for the eligibility check of the Accounting and Corporate Regulatory Authority (ACRA), we will start with the a LLP registration in Singapore on the BizFile+ portal.
- License and Permits: Our team will make sure that your proposed LLP registration in Singapore acquires all the licenses and permits that are needed for business.
- Preparing checklist: We will help you prepare a checklist of necessary papers that you will need to register your LLP in Singapore.
- Filing tax returns: Our team will guide you and help you in filing tax returns of your proposed LLP registration in Singapore as an individual or a corporate entity, whichever the case might be.
- Opening up of Bank Account: Our team at Enterslice shall help our clients by opening up a bank account in the name of the proposed LLP registration in Singapore.
- Risk Assessment: We shall provide our clients with monthly and quarterly reports to assess the risk of the proposed LLP registration in Singapore.
- Ongoing Compliances: Our proficient team of experts at Enterslice will help you adhere to the compliances prescribed by the Singapore LLP Act 2005 and the Accounting and Corporate Regulatory Authority (ACRA) guidelines during the LLP registration in Singapore
- Consultation: Legal Consultation and advisory services tailored to your LLP’s business needs throughout the process.
Structure of a LLP registration in Singapore
Partners of LLP: A partner is defined under the Singapore Limited Liability Partnership Act, 2005, as any person who has been admitted as a partner in a LLP registration in Singapore in accordance with the limited liability partnership agreement.
Managers of LLP: A manager, as defined under the Singapore Limited Liability Partnership Act, 2005, is a person who takes part in the management of a Limited Liability Partnership. It is mandatory to have at least one manager who is at least 18 years of age and a resident of Singapore for a LLP registration in Singapore
Formation of a LLP registration in Singapore
Forming a LLP registration in Singapore is quite an easy task, and our experienced panel of Legal experts at Enterslice will help you achieve the same. The eligibility criteria for forming an LLP are given hereunder.
The Limited Liability Partnership must have the words limited liability partnership or the acronym LLP as a part of its name. Citizens and Permanent Residents (PR) of Singapore are eligible to register an LLP. For a LLP registration in Singapore should have its registered office in the territorial jurisdiction of Singapore, where correspondence relating to the affairs of the LLP can take place.
A minimum of two partners are required for LLP registration in Singapore as a firm. There is no restriction on the maximum number of partners in an LLP. The Partners must be at least 18 years old. The Limited Liability Partnership must have at least one manager who should be at least 18 years of age and must be a resident of Singapore.
necessary papers required for a LLP registration in Singapore
It is a mandatory requirement for a LLP registration 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.
The first step in the registration of a partnership is choosing an appropriate name for the partnership. 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 LLP registration in Singapore. 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 a proposed for LLP registration in Singapore. Along with this, a declaration of compliance along with written consent to act as a manager of the LLP must be given on behalf of the partner and manager of the proposed LLP. Additionally, a statement specifying that the partnership is limited must also be given.
Refusal of LLP registration in Singapore
In case the Registrar refuses to register a limited liability partnership, any proposed partner may, within 30 days of the date of refusal, appeal to the Minister.
The Registrar may refuse for LLP registration in Singapore if your proposed business is likely to be used for unlawful purposes.
Against public Welfare
The Registrar may refuse for LLP registration in Singapore if your proposed business is prejudicial to public peace or the Welfare of Singapore.
Threat to National Security
The Registrar may refuse for LLP registration in Singapore if your proposed business is detrimental to the national security of Singapore.
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Post Registration of the LLP in Singapore
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 LLP’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.
Conversion to Limited Liability Partnership
Are you looking to convert your existing business entity into an LLP?? This can be achieved in many ways. At Enterslice, we can help you do the same.
A firm, as well as a private company, can get converted into an LLP by complying with the provisions of the Singapore Limited Liability Partnership Act 2005.
A firm may get converted to a Limited liability partnership by complying with the requirement set out in the second schedule of the Singapore Limited Liability Partnership Act 2005.
A private company may get converted to a Limited liability partnership by complying with the requirement set out in the third schedule of the Singapore Limited Liability Partnership Act 2005.
necessary papers for opening a Bank account for LLP registration in Singapore
After the successful completion of the registration of the proposed limited partnership on the BizFile+ portal, the proposed partners of the limited liability partnership can proceed to open up a bank account in Singapore in the name of the LLP. 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 liability partnership
- Proof of the proposed partner’s residential address
- LLP Unique Entity Number
Particulars of LLP 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 liability 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 liability partnership should be communicated to the Registrar.
Winding up of LLP in Singapore
Voluntary Winding Up
The winding up of a limited liability partnership may be voluntary in accordance with the provisions of the fifth schedule of the Singapore LLP Act, 2005, if the partners or managers feel that the LLP shall be able to pay its full debts within 12 months of the winding up.
The winding up of an LLP may be done by an order of the High Court if the court feels that the LLP may not be able to pay its debts.
The partners of LLP may send an application to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore to strike its name off the BizFile+ portal. Such application may be approved if there is a reasonable cause to believe that the LLP may not be able to carry out its business activities.
Registration of Limited Liability Partnership by Foreigners
In case a foreigner wants to register a Limited Liability Partnership 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 Liability Partnership, then they must seek approval from the Ministry of Manpower (MOM) after registration of the Limited Liability Partnership.
It is pertinent to note that the foreigner seeking to register a Limited Liability Partnership in Singapore must engage a registered filing agent to submit the application for registration on their behalf.
Cessation of Partnership
A Partner of an LLP, after giving 30 days prior notice to other partners of the LLP, can resign as a partner. Any former partner or his representative is forbidden to interfere in the management of a limited liability partnership.
After cessation, the former partner is entitled to receive his initial capital contribution to the LLP along with his right of share in the profits of the LLP after the deduction of losses.
Challenges while Registering a LLP
To successfully register a Limited Liability Partnership 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 to overcome these challenges and ensure hassle-free registration of your limited liability partnership in Singapore.
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- The hassle-free registration process of LLP in Singapore, with the help of our team
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