top of page
  • a22162

Registering a Limited Liability Partnership

Updated: Jan 29



Understanding LLPs


A Limited Liability Partnership (LLP) in Singapore is a business structure that combines the features of a partnership and a company. It offers the flexibility and ease of management of a partnership while providing the limited liability protection of a company. This makes LLPs an attractive option for businesses of all sizes, particularly those in professional services such as accounting, law, and consulting.


Key Features of LLPs


  • Separate Legal Entity: An LLP is a separate legal entity from its partners. This means that the partners are not personally liable for the debts and liabilities of the LLP.

  • Limited Liability: Partners' liability is limited. Their personal assets are not at risk if the LLP is unable to pay its debts.

  • Flexible Management Structure: LLPs can be managed by partners or by designated managers who are not partners. This provides flexibility in structuring the management of the LLP.

  • Tax Pass-Through: LLPs are not subject to corporate income tax. Instead, the profits of the LLP are passed through to the partners, who are then taxed on their individual share of the profits.


Benefits of LLPs


  • Limited Liability Protection: Partners' personal assets are protected from the debts and liabilities of the LLP.

  • Flexibility: LLPs offer a flexible management structure and are not subject to the same regulatory requirements as companies.

  • Tax Efficiency: LLPs are tax pass-through entities, meaning that partners are taxed on their individual share of the profits, rather than the LLP being taxed on its profits.


Suitability of LLPs


LLPs are well-suited for businesses that:


  • Have a professional focus, such as accounting, law, or consulting.

  • Require flexibility in their management structure.

  • Want to limit the personal liability of their partners.

  • Are looking for a tax-efficient structure.


Registration Requirements for LLPs


To register an LLP in Singapore, you will need to:


  • Have at least two partners who are at least 18 years old and have mental capacity.

  • Reserve an LLP name with the Accounting and Corporate Regulatory Authority (ACRA).

  • Appoint a locally resident designated partner if you are a foreigner.

  • File an LLP registration form with ACRA.


Compliance Requirements for LLPs


LLPs in Singapore must comply with a number of ongoing compliance requirements, including:


  • Maintaining proper accounting records.

  • Filing annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) with ACRA.


LLPs offer a number of advantages over other business structures, including limited liability protection, flexibility, and tax efficiency. This makes them an attractive option for a wide range of businesses in Singapore.


Key Regulatory Requirements for Limited Liability Partnership


Here's a summary of the key regulatory requirements for limited liability partnerships (LLPs) in Singapore:


Registration Requirements


  • Partners: At least two partners, 18 years of age or older, with mental capacity.

  • LLP Name Reservation: Reserve a unique LLP name with the Accounting and Corporate Regulatory Authority (ACRA).

  • Designated Partner: Appoint a locally resident designated partner if the partners are foreigners.

  • LLP Registration Form: Submit an LLP registration form with ACRA, providing details like partners' information, registered address, and principal activities.


Ongoing Compliance Requirements


  • Accounting Records: Maintain proper and accurate accounting records that reflect the LLP's financial transactions and position. not more than 15 months after the lodgment of the last declaration.

  • Annual Declaration: File annual declaration with ACRA within fifteen months of the LLP's last declaration.

  • Taxes: Pay taxes, including Goods and Services Tax (GST), and foreign worker levy (if applicable).

  • Register of Registrable Controllers (RORC): Set up and maintain a RORC within 30 days of registration and file RORC information with ACRA within 2 business days unless exempted.

  • Business License: Obtain a business license if the LLP's activities require one, such as F&B or entertainment.

  • Changes in LLP Information: Notify ACRA of any changes in LLP information, such as partner details, registered address, or principal activities.


Additional Considerations


  • Employment Regulations: Comply with employment regulations, including CPF contributions, work pass requirements, and workplace safety standards.

  • Data Protection: Adhere to data protection laws, such as the Personal Data Protection Act (PDPA), when handling personal data.

  • Intellectual Property: Protect intellectual property rights, such as trademarks and patents, if applicable.


Remember, these are just the key regulatory requirements. It's always advisable to consult with a qualified professional to ensure you're fulfilling all your legal and compliance obligations as an LLP in Singapore.


Foreigners and LLPs


Here is information about foreigners and LLPs in Singapore:


Foreigners can be partners in LLPs in Singapore. There is no restriction on the nationality of LLP partners. However, there are a few things that foreign partners should be aware of:


  • Appointment of a locally resident designated partner: If all LLP partners are foreigners, they must appoint a locally resident designated partner. The designated partner must be a Singapore citizen, Permanent Resident, or EntrePass or Employment Pass holder. The designated partner will be responsible for the LLP's compliance with Singapore laws and regulations.

  • Work pass requirements: Foreign partners who want to work in Singapore will need to obtain a work pass. The type of work pass required will depend on the partner's nationality, qualifications, and experience.

  • Tax implications: Foreign partners may be subject to Singapore income tax on their share of the LLP's profits. They may also be subject to tax in their home country.

If a foreigner wants to manage the operations of an LLP in Singapore, they must seek approval from the Ministry of Manpower (MOM). MOM will consider factors such as the foreigner's qualifications, experience, and whether the LLP has a locally resident manager.


Registering a Limited Liability Partnership


Registering a Limited Liability Partnership (LLP) in Singapore involves a two-step process:


Step 1: Reserve your LLP name


1. Access the ACRA's Name Reservation service via BizFile+.

2. Enter your desired LLP name and click on "Search".

3. If the name is available, you can proceed with the reservation process.

5. Your LLP name will be reserved for four months.


Step 2: Register your LLP


1. Create an account on BizFile+ using your Singpass.

2. Complete the LLP registration form, providing the following information:

  • LLP name

  • Registered address

  • Principal activities (SSIC codes)

  • Partners' details (NRIC/FIN, nationality, residential address)

  • Designated Partners' details (NRIC/FIN, nationality, residential address)

3. Submit the application form.


Additional Requirements


  • Set up Register of Registrable Controllers (RORC) within 30 days and file the RORC information with ACRA within 2 business days after the RORC has been setup unless you are exempted.

  • Appoint a locally resident manager if you are a foreigner.

  • Obtain a business license if your business activities require one.

  • Comply with tax and accounting requirements for LLPs.


Processing Time


The processing time for LLP registration is typically 2-3 business days. Once your LLP is registered, you will receive a Unique Entity Number (UEN). You can then use your UEN to access various government services, such as tax filing and corporate filing.


Fees


Name reservation fee S$15

Registration fee S$100


How Bestar can Help


Here's how Bestar can help you with registering a Limited Liability Partnership (LLP) in Singapore:


  • Expertise: Bestar boasts a team of experienced professionals who are well-versed in the intricacies of LLP registration in Singapore. We can guide you through the entire process, ensuring that your application is compliant with all the necessary regulations.

  • Streamlined Process: Bestar streamlines the LLP registration process, taking care of all the paperwork and documentation on your behalf. This saves you time and effort, allowing you to focus on other aspects of your business.

  • Accuracy and Compliance: Bestar ensures that your LLP registration application is accurate and fully compliant with the latest requirements of the Accounting and Corporate Regulatory Authority (ACRA). This reduces the risk of delays or errors that could hinder your business operations.

  • Efficient Communication: Bestar maintains clear and consistent communication throughout the LLP registration process. We will keep you updated on the progress of your application and address any questions or concerns you may have promptly.

  • Cost-Effective Solutions: Bestar offers competitive pricing for their LLP registration services, ensuring that you get the expert assistance you need without breaking the bank.

Here's a breakdown of Bestar's specific services related to LLP registration in Singapore:


1. Initial Consultation and Assessment:


  • Understand your business objectives and partner details.

  • Evaluate your eligibility and suitability for LLP registration.

  • Provide a comprehensive overview of the LLP registration process and requirements.


2. Preparation of LLP Registration Documents:


  • Complete the necessary forms and documentation for LLP registration.

  • Verify partner identities and ensure compliance with residency requirements.

  • Draft the LLP Partnership Agreement.


3. Submission of LLP Registration Application:


  • Electronically submit the completed LLP registration application to ACRA.

  • Manage communication and correspondence with ACRA on your behalf.

  • Monitor the progress of your application and provide updates.


4. Post-Registration Assistance:


  • Obtain the Unique Entity Number (UEN) for your LLP.

  • Guide you through the process of setting up a business bank account.

  • Provide ongoing advice on LLP compliance and regulatory requirements.


By engaging Bestar's services, you can streamline the LLP registration process, ensuring that your business is legally established and compliant with Singapore regulations. Our expertise, efficiency, and cost-effective solutions make us a valuable partner for entrepreneurs and businesses seeking to form LLPs in Singapore. Contact Bestar today!

13 views0 comments

Recent Posts

See All
bottom of page