Singapore Limited Liability Partnership

Home > Corporate > LLP Formation

Jurisdictions

LLP Formation Worldwide

Singapore Limited Liability Partnership

Singapore enacted the Limited Liability Partnerships Act 2005 to create a flexible corporate vehicle that combines the advantages of a company (limited liability for partners, separate legal personality, perpetual succession) with the internal governance flexibility of a traditional partnership. A Singapore LLP is a body corporate with separate legal personality, allowing it to own property, enter contracts, and sue and be sued in its own name. A Singapore LLP requires a minimum of two partners (who may be individuals or corporate entities), with no maximum cap on the number of partners and no minimum capital requirement. Registration is with the Accounting and Corporate Regulatory Authority (ACRA).

Unlike a company, the internal governance of a Singapore LLP is governed by the LLP agreement between the partners rather than by a statutory constitution. Each partner is not personally liable for the wrongful act or omission of any other partner acting in the course of the LLP's business, which is the principal limited liability protection offered by the LLP structure. For Singapore income tax purposes, a Singapore LLP is tax transparent: the income and gains of the LLP are assessed and taxed directly in the hands of each partner at their applicable personal or corporate tax rate. The LLP must lodge an annual declaration of solvency with ACRA each year.

Separate Legal Personality

A Singapore LLP is incorporated as a body corporate with separate legal personality distinct from its partners, allowing it to own assets, enter contracts, sue and be sued, and continue to exist independently of any changes in its membership or partner composition.

Partner Limited Liability

Partners in a Singapore LLP are not personally liable for the wrongful acts or omissions of other partners acting in the course of the LLP's business, providing targeted protection from co-partner liability while each partner remains liable for their own personal wrongful acts.

Tax Transparent Structure

A Singapore LLP is tax transparent for Singapore income tax purposes, with income and gains allocated and taxed directly in the hands of each individual partner at their applicable income tax rate, avoiding entity-level taxation of the LLP's profits.

ACRA Annual Declaration

A Singapore LLP must lodge an annual declaration of solvency with ACRA confirming that it is able to pay its debts as they fall due, and must comply with all other applicable filing and notification obligations under the Limited Liability Partnerships Act 2005.

Get in Touch

Contact Neptune Fiduciaries Group via info@neptunecorporate.com or visit our Contact Us page.

Speak to an LLP
Expert Today

Our corporate advisory team has helped clients across Africa, the Middle East, and Asia structure and register Limited Liability Partnerships for professional services, investment funds, and commercial activities worldwide.

Book a Consultation Chat on WhatsApp