Registering a Limited Partnership
Understanding Limited Partnerships
A Limited Partnership (LP) is a vehicle for doing business in Singapore. It is a partnership consisting of a minimum of two partners, with at least one general partner and one limited partner. A LP does not have a separate legal entity from the partners, i.e. it cannot sue or be sued or own property in its own name.
Partners in an LP
Every LP must have at least (i) one general partner and (ii) one limited partner. There is no limit to the maximum number of partners. The general partner can be an individual or a company. The limited partner can be an individual, a company or an unregistered foreign company.
A general partner has unlimited liability and can take part in the management of an LP. This means a general partner is responsible for the actions of the LP and is liable for all debts and obligations the LP incurs.
A limited partner’s liability on the other hand is capped at the amount of his agreed investment in the LP. He is not liable for any debts and obligations of the LP beyond this amount.
A limited partner shall not take part in the management of the LP. If he does, he will be treated as a general partner with unlimited personal liability.
Any person above the age of 18 years old can be a partner of a Limited Partnership.
Managers in an LP
An LP must appoint a local manager (who is at least 18 years of age) if all the general partners are not “locally resident” in Singapore (e.g. Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass) and are residing outside Singapore.
The local manager is personally responsible for discharging all obligations of the LP. He is subject to the same responsibilities, liabilities and penalties as a general partner of the LP if the general partner defaults in respect of such obligation.
If there is no limited partner registered with ACRA, the LP registration will be suspended and the general partner will be deemed registered under the Business Names Registration Act. Once a new limited partner registers with ACRA, the LP registration will be restored and the registration under the Business Names Registration Act will cease.
Fund management business
During the registration of the LP, the proposed LP is required to indicate if it falls under Regulation 12 of the LP Regulations. It is also required to indicate the name of the licensed fund manager in the application.
Regulation 12 of the Limited Partnership (LP) Regulations applies where:
An LP primarily establishes a fund for investment, and
A "licensed fund manager" (whether a general partner or a general partner's appointee) manages the fund.
A "licensed fund manager" is licensed under the Securities and Futures Act (Cap. 289) to carry on fund management business. He can also be exempted from being so licensed under Section 99 of that Act.
Requirements for foreigners setting up an LP
A foreigner, who wants to register an LP in Singapore, is required to appoint a locally resident manager (e.g. Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass). The foreigner can continue to reside outside Singapore.
The application is usually processed within 15 minutes after the name application fee is paid.
It may take between 14 days to 60 days if the application needs to be referred to another agency for approval or review. For example, if the intention of the LP is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.
For more information on the different referral authorities, please access this link: list of Referral Authorities.
The LP may commence business once it is registered with ACRA. This is on condition that the LP does not require any licences/approvals from other government agencies in order to carry out the business activities.
Name Application Fee $15
LP Registration Fee (1-year) $100
LP Registration Fee (3-year) $160
An approved LP name will be reserved for 120 days from the date of name approval.
All newly registered LPs will receive a free Business Profile – an electronic report containing business registration information of that entity.
Registering a Limited Partnership (LP)
To engage the services of Bestar accounting and corporate secretarial firm to submit an application for the registration of a new LP, please contact us.