Limited Liability Partnership Incorporation Package
Why you should incorporate a Limited Liability Partnership
- Independent legal identity
- Appointed partners can be individuals or corporations
- Partners not liable for wrongful commission or omission from any other partners
- Mutual rights and duties of LLP and its partners are governed by its partnership agreement
- LLP not taxed at entity level
- Profits regarded as a part of the partners’ personal incomes and subject to personal income tax rates
If you’re looking to setup a partnership, but also to enjoy the features of a Private Limited Company setup, then a Limited Liability Partnership (LLP) is just the business model you need.
An LLP gives a company the perks of operating as a partnership while it enjoys a separate legal identity. This perfect blend of a Partnership with a Private Limited Company setup is great for individuals who provide professional services such as lawyers, architects, accountants and management consultants.
All Singapore citizens, residents, and employment pass holders can register an LLP. Foreign individuals and companies can also register an LLP by appointing a local manager for the company incorporation.
How AsiaBiz can help you
All foreign individuals must appoint a professional incorporation firm – AsiaBiz, to facilitate the registration process while it is highly recommended that Singapore residents and citizens do the same. AsiaBiz can help you draft a concise partnership agreement that establishes the internal structure and profit-sharing arrangement among partners.
The registration process – Name reservation and registration of the entity, can be completed within one working day.
What you need to set up an LLP
- A minimum of 2 Partners
- 1 Singapore-based Manager
- Registered office address in Singapore
*If the partner is an individual, his share of income from the LLP will be taxed based on his personal income tax rate. If the partner is a company, its share of income from the LLP will be taxed based on the tax rate for companies.
Other useful information on Limited Liability Partnership
Introduced in 2005 by the Singapore government, the LLP business structure is highly suitable for chartered professionals who decided to work together. This model combines a partnership entity that protects co-partners from liabilities that may arise from wilful misconduct or gross negligence of one partner or a group of partners.
While individual partners are liable for their own misconduct or gross negligence, the partner’s liability is not limited if such acts occur under the partner’s supervision or control. Furthermore, the partnership is not relieved from the liability of other partnership obligations.
There are safeguards within the Singapore Limited Liability Partnership Act to minimise abuse and provide protection to all partners such as its legal independence and right perpetual succession. The transfer of partnerships in an LLP does not affect its existence, rights or liabilities.
Features At-a-Glance
- Separate legal entity
- Partners own and run the business without the appointments of directors, shareholders or company secretary
- Partners are not personally liable for losses or debts, or wrongful acts of other partners. However, a partner is personally responsible for claims against his personal wrongful acts or omissions
- Less restrictive Compliance requirements
- Constraints in transfer of ownership
- Profits taxed at partners’ personal income tax rates if individual, or at the corporate tax rate if partner is a corporation
- A minimum requirement of 2 partners. However, there is no limit to the maximum number of partners appointed
- Partners can be individuals or companies
- All existing partners must agree unanimously to the appointment of a new partner
- All other matters must be decided by majority vote, with each partner having one vote
- LLPs do not have directors, shareholders or secretaries as their business structure
- All LLPs must appoint one manager an individual who is a Singapore resident or citizen
- All transactions and financial records are to be recorded and substantiated for 7 consecutive years
- LLPs are not required to disclose its capital, nor file or audit its accounts
- An LLP manager must submit to the Registrar an annual declaration of solvency or insolvency. The initial declaration must be lodged within 15 months of its registration
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