Open a Limited Liability Partnership in Singapore - Updated Guide 2024
Open a Limited Liability Partnership in SingaporeUpdated on Saturday 27th January 2024
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Singapore represents an attractive business environment for foreign investors. If you are interested in opening a business in Singapore, you may incorporate the company as a limited liability partnership, which is one of the most preferred legal entities, as the partners involved in the business have limited liabilities in terms of company’s debts. Our lawyers in Singapore can provide you with assistance for the incorporation of a limited liability partnership (LLP) and can offer you further information on the advantages of the LLP.
The video below presents how to register a limited liabilitiy partnership in Singapore:
General characteristics of a LLP in Singapore in 2024
A LLP in Singapore requires at least two partners, who can be individuals or companies. The LLP is a separate legal entity and the partners of the LLP have limited liability on the company’s debts; as such, a partner can’t be considered liable for the mistakes of other partners in the LLP. As a general rule, a partner in a LLP is only accountable for the liabilities that arise from his own mistakes or negligence.
The LLP is characterized by the fact that the partners are responsible to run the business, as an LLP in Singapore does not stipulate naming directors or shareholders. However, the LLP should have a manager, whose age should be above 18 and who is a Singaporean citizen (the manager can also be appointed if he or she is a permanent resident of Singapore or if he has received an employment pass).
The rules which govern the legal activity of a LLP are prescribed by the Limited Liability Partnership Act 2006; our law firm in Singapore can provide you with more details on the provisions of this Act.
Registration of a Singapore LLP in 2024
The LLP is registered by the Accounting and Corporate Regulatory Authority (ACRA). Foreign investors are required to appoint a local legal services provider in order to register a company here. The investors should reserve the trade name they want for their business and to register the company, by providing a set of documents.
In 2024, there is also the obligation to appoint a local representative, who will act as the manager of the LLP. Meanwhile, the foreign investor is allowed to live outside Singapore.
The registration process starts by filing an online application, which can be processed on the online platform BizFile, provided by ACRA.
When opening a company in Singapore, you will have to provide the following documents:
• the proposed name of the company;
• information on the partners, including passport/Singaporean ID data;
• the address of the partners;
• declaration of compliance.
If you want to register a limited liability partnership in Singapore in 2024, you will also need to pay various registration fees. According to the Accounting and Corporate Regulatory Authority (ACRA), the standard fees for 2024 are as follows: the fee for the trading name application is of $15 and the fee to register the Singaporean limited liability partnership is of $100; the application will usually be processed in a period of 15 minutes, but, overall, its approval can last up to 14-60 days, depending on what other institutions may need to provide their consent.
Investors who want to open this company type in 2024 must know that the company name will be reserved for a period of 120 days since its approval. An extension on the approval is not allowed under the Singaporean law.
Upon registration with ACRA, companies will receive unique identification codes. For the limited liability partnership, once the application is successful, ACRA will issue a Unique Entity Number (UEN). This code is necessary when dealing with any Singaporean institution.
Please know that there is also a possibility to select a preferred UEN, upon the payment of a fee. This is known as the Special UEN, and the available codes can be selected from a separate list. The fees established for 2024 are $1,000 (Tier-2 codes) and $3,000 (Tier-1 codes).
Those who do not want to apply for a Special UEN will be automatically issued with a UEN, once the online registration formalities are successfully completed.
If you need further information on the limited liability partnership, please contact our team of Singaporean lawyers for assistance.
For those who want to start the registration procedure in 2024, it is important to know that the law allows foreign companies to be considered the partners of a limited liability partnership.