Partnership Registration in Singapore

Overview of Partnership Registration in Singapore

Partnership can be defined as a legal collaboration agreement between at least 2 parties with similar business interests. The ultimate aim for these partners is to earn profit. All the partners are liable for any debts incurred from the partnership. Partnership models are very common in the legal and accounting fields. A partnership is a business model that helps to enable you to pool your resources to make profits. Partners with similar business interests come together and invest their respective shares under the terms of the partnership agreement. Partnerships are broadly of two types: firstly, a general partnership and, secondly, a limited partnership. The Limited Partnership Act, 2008, and Limited Partnership Regulations govern the Limited Partnerships in Singapore. The Limited Partnership is the most sought-after business model. Enterslice will help you evaluate your business needs and choose an appropriate partnership model in Singapore catering to your business's long-term vision. With our Business Incorporation Helpdesk, we can provide you with end-to-end assistance throughout the incorporation process of your Partnership in Singapore. On this page, we will highlight the intricacies of the partnership model, the benefits of partnership registration in Singapore, and the services that Enterslice offers.

Benefits of Partnership Registration in Singapore

• Cost Effective: Partnership registration in Singapore is a low-cost process.
• Minimal paperwork: There is hassle-free registration, which requires minimal paperwork. The winding up of the partnership is as easy as its incorporation.
• Risk sharing among partners: Due to the Pooling of resources, there is a sharing of responsibility and liability among the partners

Structure of a Partnership in Singapore

Partners

A partner is any person who has been admitted as a partner in the partnership by the partnership agreement.

Manager

A manager is a person who takes part in the management of a Partnership. Every partnership should have at least one manager who is at least 18 years of age and a resident of Singapore.

General Partner

In the case of a Limited Partnership, the General Partner is appointed who has an unlimited liability, i.e. the liability of the Partner is not only limited to the amount of money contributed by them 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

In the case of a Limited Partnership, the Limited Partner is being appointed who 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, a company, or a foreign company. It is pertinent to note that the limited Partner cannot take part in the management of the LP. However, in case the said Partner participates in the management of the LP, he/she shall be considered a general partner with unlimited liability.

Partnership Registration in Singapore: Features

The reasons why partnerships are the preferred model of business in Singapore are listed below

• Perpetual Succession: It means that the partnership will exist till the time it is not wound up. And that any change in the partners would not affect the functioning of the partnership in any manner whatsoever.
• Not a separate legal entity: This means that the partnerships cannot own properties. However, entities can sue General partnerships, but LLP or LP cannot be sued.
• Registrations of partnerships have to be renewed annually or once every 3 years.
• The proposed Partner must be at least 18 years of age.
• It is important to appoint a local manager who is an ordinary resident of Singapore if none of the owners of the partnership are residents of Singapore.
• Foreigners can also engage in the partnership registration in Singapore.
• A local registered address in Singapore is required for registration of the partnership registration in Singapore.
• The partnership does not have the power to register a legal entity.
• Tax Liability: The partners of the partnership are taxed on a personal level, according to their income.
• Tax Rebates: The Partnership setup in Singapore can avail of tax benefits and government grants.
• Flexibility in working: The flexible structure of the partnership leads to consensus among partners and informed decision making.

Partnership Registration in Singapore

Registration

A partnership registration in Singapore is done with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. All the applications for the registration of a new Partnership 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 partnership 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 partnership 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 partnership is setup 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 partnership have to endorse their consent on the BizFile⁺ portal.

Cost

The total cost of a partnership 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.

Necessary papers Required for Partnership Registration in Singapore

Registered Address

It is a mandatory requirement for all partnerships setup 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 partnership registration in Singapore 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 partnership. Along with this, a declaration of compliance along with written consent to act as a manager of the partnership must be given on behalf of the Partner and manager of the proposed Partnership. Additionally, a statement specifying that the partnership is limited must also be given if in case it is limited.

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How does Enterslice help in the incorporation process?

In case of any queries, feel free to reach out to us. You can schedule a free call with one of our business experts. Enterslice shall provide you with accessible and reliable consultancy and advisory services for successful partnership registration in Singapore. So, let's just start

• Business Model Evaluation: Our team of experts at Enterslice shall clear up your confusion about which partnership model you should opt for and whether you should consider opening up a Limited Partnership or Limited Liability Partnership in Singapore.
• Eligibility Check: Before registering your partnership, 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 partnership qualifies for the eligibility check of the Accounting and Corporate Regulatory Authority (ACRA), we will start the registration process of your proposed partnership on the BizFile⁺ portal.
• Preparing checklist: We at Enterslice will help you prepare a checklist of necessary papers that you will need for your partnership registration in Singapore.
• License and Permits: Enterslice will make sure that your proposed partnership acquires all the licenses and permits that are needed for business.
• Filing tax returns: Enterslice will guide you and help you file tax returns of your proposed partnership 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 your incorporated partnership in Singapore.
• Risk Assessment Reports: Enterslice shall provide our clients with monthly and quarterly reports to assess the risk of the proposed partnership.
• Ongoing Compliances: Our proficient team of experts at Enterslice will help you adhere to the compliances prescribed by the Accounting and Corporate Regulatory Authority (ACRA) guidelines during the registration of a partnership.
• Accounting Services: Help in annual bookkeeping, free advice from our consultants.
• Tailor-made and customized solutions for you as per your business needs.
• Assistance in filing annual GST returns (if any) of your partnership.
• Assistance in the annual renewal of your partnership.
• Legal Consultation and advisory by our robust team of legal experts.

Partnership Registration in Singapore: Pre Requisites

The partnership must have the words "Limited Liability partnership" or the acronym LLP or the words "Limited Partnership" or the acronym LP as a part of its name. Citizens and Permanent Residents (PR) of Singapore are eligible to register a partnership. The partnership should have its registered office in the territorial jurisdiction of Singapore, where correspondence relating to the affairs of the partnership can take place.

A minimum of two partners are required to setup a Partnership firm in Singapore. There is no restriction on the maximum number of partners in a partnership. The Partners must be at least 18 years old. The partnership must have at least one manager who is at least 18 years of age and a resident of Singapore.

Winding up of a Partnership

The partners of any partnership 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 such a partnership may not be able to carry out its business activities.

An order of the High Court may do the winding up of a partnership if the court feels that the partnership may not be able to pay its debts.

The winding up of a partnership may be voluntary if the partners or managers feel that the partnership shall not be able to pay its full debts within 12 months of the winding up.

Types of Partnership

General Partnership

General Partnerships are those partnerships that consist of a minimum of 2 partners but not more than 20 partners. In case there are more than 20 partners, the said partnership would be converted into a company. Partners are liable for all the debts incurred by the other partners as well. In General partnerships, all the partners are liable personally for any debt that arises in connection with the partnership. This means that the personal assets of the partners can be sold off by the creditors in case the partners are unable to pay off their debts. However, the liability is limited in the case of LLP and LP. For this very reason, General Partnerships are not preferred by the investors.

Limited Liability Partnerships

LLPs are those partnerships whereby all the partners have a limited liability, i.e. they are not liable for all the debts incurred but are only liable for the debts limited to the contributions they made.

Limited Partnership

Limited Partnerships are those partnerships that have at least one general Partner and one limited Partner. The General Partners participate actively in the management of the firm and have unlimited liability. On the other hand, Limited partners do not participate in the management and often act as passive members. Limited members have a limited liability, i.e. their liability is limited to the contributions they made.

Let Team Enterslice give wings to your Dream of Partnership Registration in Singapore.

Partnership Registration in Singapore: Post Registration

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.

Company Business Profile

A 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.

Unique Entity Number (UEN)

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

Working in a Partnership

Profit Distribution

The profits are distributed among the partners as per their shared capital by the terms of the partnership agreement. In case of ambiguity in the partnership agreement, provisions of the Partnership Act shall be followed.

Tax Liability

If the Partner is an individual, the profits of the partnership would be treated as a 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.

Audit and Account of a Partnership

Every Partner of a partnership has to maintain all the accounting records to justify their financial transactions and position. These records have to be kept for at least 5 years from the date of such financial transaction.

Partnership Agreement

It is a legally binding necessary paper among the proposed partners of the partnership. A partnership agreement usually contains the relationships among all the partners, responsibilities of all the partners, particulars of assets of the Partnership, Obligations of each Partner, Liabilities of each Partner, Conditions applicable in the exit of any partner, and Dispute Resolution among the partners.

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Refusal of a Partnership Registration in Singapore

Appeal

In case the Registrar refuses to register a 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 partnership if your proposed business is likely to be used for unlawful purposes.

Against public Welfare

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

Partnership Registration in Singapore: Opening Bank Account

After the successful completion of partnership registration in Singapore on the BizFile⁺ portal, the partners of the proposed partnership can proceed to open up a bank account in Singapore in the name of the partnership. 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 the partnership
• Proof of the proposed Partner's residential address
• Unique Entity Number of the Partnership

Particulars of 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 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 partnership should be communicated to the Registrar.

Dissolution of Partnership

• The partnership can be dissolved if all the partners mutually agree to wind up the operations of the partnership.
• The death of a partner may also lead to the dissolving of the partnership.
• The partnership shall be declared dissolved on the expiration of the registration.

Partnership Registration in Singapore by Foreigners

In case a foreigner wants to engage in a 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 partnership, then they must seek approval from the Ministry of Manpower (MOM) after registration of the partnership.

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

Conversion to a Partnership

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. 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.

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.

Partnership Registration in Singapore: Challenges

To successfully incorporate a 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 Partnership registration in Singapore.

Why should you choose Enterslice?

• We at Enterslice comply with data privacy norms and keep clients' information confidential.
• Trusted by more than 1.5 lakh clients globally.
• Quality and standard of service provided by our team resulting in client satisfaction.
• The hassle-free business setup process of Partnership in Singapore with the help of our team.
• Streamlining the process of partnership registration In Singapore, making it easier for our clients to understand.
• Free Legal Consultation by our AI chatbot.
• Free expert call by our team to resolve your query.
• A robust panel of qualified CA and CS
• Our foreign business incorporation desk is a stop solution to all your problems related to partnership registration in Singapore.

Compliances Checklist for Partnership Registration in Singapore

• All the letterheads and invoices of the partnership must specify the UEN, registration number, and business name of the partnership.
• In case of any changes in the particulars of the partners, ACRA must be updated within 14 business days from the date of such change.
• The Registrar may appoint any officer to inspect the premises of a Partnership.
• Renewal of the partnership registration in Singapore up to 60 days before the expiry.
• Filing Partnership Income Tax return using Form P between 1^st March to 18^th
• Filing individual Income Tax Returns in case of partners using Form B/B1.
• Registering for GST: If the annual turnover of your partnership exceeds $1 million, then you need to register your Partnership for GST.
• 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.
• Submitting Employee's income information electronically.
• 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 5 days of such change occurring.
• Making Employee CPF monthly contributions with MOM.
• There is no need for audits.
• There is no need to file an annual financial statement.