Definition: Limited Liability Partnership (LLP) is an association of individuals with limited liability for each partner. Its business structure combines the features of a partnership and a limited liability company. It provides the partners with limited liability protection, meaning their personal assets are not at risk for the debts and liabilities of the LLP.
Ownership: At least 2 partners with no maximum limit.
Legal status:
LLP is a separate legal entity from its partners.
Partners have limited liability.
The LLP can sue and be sued in its own name.
The LLP can own property in its name.
Partners are personally liable for their own actions and wrongdoing.
Partners are not personally liable for the LLP's debts and losses incurred by other partners.
Registration requirements:
Individual partners must be at least 18 years old.
Body corporate (company or LLP) is allowed as partners.
At least one local manager, who is ordinarily resident in Singapore and at least 18 years old, must be appointed.
Undischarged bankrupts require court or Official Assignee's approval to manage the LLP.
Formalities & expenses:
Quick and easy setup process.
Less formalities, procedures, and regulatory duties compared to a company.
Minimal registration cost.
No statutory requirements for general meetings, directors, secretary, annual general meeting, allotment of shares, etc.
Annual solvency declaration must be lodged with ACRA (to state whether the LLP can pay its debts).
One-time registration process.
Set up fees:
SGD15 for name reservation.
SGD100 for one-time registration.
Taxes: Profits taxed at partners' personal income tax rates (for individuals) or corporate tax rates (for corporations).
Continuity in law: Perpetual succession until winding up or struck off.
Closing of entities:
Winding up can be done voluntarily by members or creditors or compulsorily by the High Court.
Striking off the LLP's registration.
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