Limited Liability Partnership (LLP)

Limited-Liability-Partnership

We help you with limited liability partnership (LLP) registration in Singapore. Our team at SingaporeAudit will ensure that the process is hassle-free. Every LLP should at least have two partners, and they should carry out their activities in accordance to the LLP agreement.

ACRA is the regulating body with which all the LLPs should be registered. LLP is a legal entity, and has its own identity. It is separate from that of its partners. An LLP is eligible to get sued and can sue under its own name. In addition, it can acquire, own, hold and develop property and incur debts or liabilities. All this can be done under its own name. The partners can be held responsible for debts, only until the extent of their share of investment in the company.

What Comprises a Limited Liability Partnership (LLP)?

It is a type of structure for doing business in Singapore. It gives the user the best of both worlds i.e. it gives the flexibility of operating as a partnership, while having a separate legal identity like that of a private limited company. LLP is normally seen as a corporate entity, and has a legal personality, which is separate from its partners. The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights, or liabilities.

Who can be Partners in an LLP?

A partner is a person who has been admitted as an equal owner in the LLP, in accordance with the LLP agreement.

Every LLP shall have at least two partners. The partner can be an individual, a local company, a foreign company, or another LLP.

An LLP can:

  • Sue other company or get sued in its name;
  • Acquire and hold property in its name;
  • Have a common seal in its name

Terms and Conditions for an LLP

The partners of the LLP will not be held liable for business debts incurred by the LLP. However, a partner can be held liable for claims from losses, resulting from his own wrongful act or omission. If any other partner commits such wrongful acts or omissions, he will not be held personally liable for it.

The entity is required to keep accounting records, profit and loss accounts, and balance sheets, which will sufficiently explain the transactions and financial position of the company. In an event the LLP does not carry out these processes, the LLP and every partner would be prosecuted, and the penalty may be a fine or imprisonment, or both.

In addition, the LLP is required to submit to the Registrar an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively), which will be made available to the public.

Choosing a Name of the LLP

The name cannot be changed, registered, or reserved under a name, that is:

  • Undesirable
  • Identical to that of any other limited liability partnership, company or corporation or to a business name
  • Identical to a name being reserved under the Limited Liability Partnerships Act, Business Registration Act or the Companies Act
  • Of a kind that the Minister has directed the Registrar not to accept for registration

You should also exercise caution and avoid selecting a name, which resembles the name of another business entity, such that the name of the limited liability partnership is likely to be mistaken for the name of the other business entity. The Registrar can change the name of the limited liability partnership if a valid complaint is received, with respect to violation of this pact.

Please feel free to contact us on +65 6536 0036 or drop in an email at info@singaporeaudit.com.sg

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