Definition: A partnership consisting of two or more persons, with at least one general partner (GP) and one limited partner (LP).
Ownership:
Must have at least two partners, one GP and one LP, with no maximum limit.
Legal status:
Not considered a separate legal entity.
The GP has unlimited liability.
The LP has limited liability.
The partnership can be sued or can sue in the name of the firm.
The partnership cannot own property in its name.
The GP is personally liable for the debts and losses of the LP.
The LP is not personally liable for the debts or obligations of the LP beyond the amount of their agreed contribution.
Registration requirements:
Individual partners must be at least 18 years old.
Body corporate (company or LLP) is allowed as a partner.
If all GPs are ordinarily resident outside Singapore, a local manager who is ordinarily resident in Singapore must be appointed.
Self-employed individuals must contribute to their Medisave account with the CPF Board before registering or renewing the LP.
Undischarged bankrupts require court or Official Assignee's approval to manage a business.
Formalities & expenses:
Quick and easy setup process.
Easy administration and management.
Minimal registration costs.
Fewer compliance requirements.
Registration must be renewed annually or every three years.
Set up fees:
SGD 15 for name registration.
SGD 100 for a one-year registration.
SGD 160 for a three-year registration.
Taxes:
Profits are taxed at the partner's personal income tax rates (if an individual) or corporate tax rates (if a corporation).
Continuity in law:
Continuity depends on the terms outlined in the partnership agreement.
If there is no LP, the LP registration will be suspended, and the GP is deemed registered under the Business Names Registration Act 2014.
Once the LP is appointed, the LP registration will be restored to active status.
Closing of entities:
The GP can close the entity through the cessation of business or dissolution of the LP.
Non-renewal of the registration upon its expiration.
The Registrar can cancel the registration if it is not renewed or if the Registrar determines that the business is defunct.
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