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REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP

Limited Liability Partnership (LLP) is a type of business that gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company. This is particularly suitable for accountants, solicitors, architects, consultants, surveyors, and other fields of expertise where a partnership is preferred to a limited company. Within LLP, the earnings of the partners are normally seen as personal income.

The LLP must submit to the Registrar an annual declaration of solvency or insolvency which will be made available to the public.

 

Benefits of LLP

• Limited Liability. The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.
• Perpetual succession. Any change in the partners of an LLP will not affect its existence, rights, or liabilities.
• Deemed to be a legal person. It can acquire, rent, lease, own property, employ staff, and enter into contracts, in its name.

 

Tax liability of LLP and Partners

For income tax purposes, an LLP will be treated as a partnership and not as a separate legal entity. This means that an LLP will not be liable to tax at the entity level. Instead, each partner will be taxed on his or its share of the income from the LLP.

Where the partner is an individual, his share of income from the LLP will be taxed based on his personal income tax rate. Where a partner is a company, its share of income from the LLP will be taxed at the tax rate for companies.

 

Requirements in registration of Limited Liability Partnership must have at least 2 partners which can be an individual, a local company, a foreign company, or another LLP must have at least 1 manager who is a local resident in Singapore, at least 18 years of age, and of capacity.

 

PRE-REGISTRATION GUIDE

We will walk you through the procedures, requirements, and checklist for organized business registration.

 

1.  Draft an LLP agreement. The LLP agreement records the matters agreed between the LLP members which cover profit sharing, admission of the new members, management and decision making, retirement and expulsion from the LLP, and entitlement and obligations of outgoing members among other things. An LLP agreement is not required to be submitted to the Registrar.

2.  Choose a business name. After deciding on a business name, check with ACRA Bizfile using your SingPass ID, if the desired company name is available. Read more to know how to choose a suitable business name.

3.  Specify business activity. You can choose a maximum of 2 business activities. Select the most relevant business activities from Singapore Standard Industrial Classification Code.

4.  Provide business address. The registered office address must be an address in Singapore but it need not be the place of operation. Read more about the registered office address

5.  Provide residential address. The business owner must provide the residential address at the point of registration which is made publicly available if there are public purchases of information about the business entity.

6.  Obtain personal particulars and contact details of appointed partners and managers NRIC and full name, Nationality, Contact information (telephone number and e-mail address), Residential address

7.  Financial Year-End. Common choices include 31 March, 30 June, 30 September, or 31 December. Choose carefully your company’s financial year-end as it will determine when the corporate filings and taxes (for corporate partner) are due every year.

 

After completing the requirements and documents, you are now ready to register your business

You may also wish to engage a registered filing agent to unload you with the administrative tasks and paperwork. Read more: Advantages of Engaging a Registered Filing Agent.

Foreigners who wish to set up a business entity in Singapore will need to engage a registered filing agent to submit the application to the government on their behalf.  

 

POST-REGISTRATION GUIDE

You have your business registered and you are now one step toward materializing your business goals. What do you need to do next?

• Licenses and Approvals. You cannot commence your business if the type of business activity that you are undertaking requires a license or approvals from other government agencies. You may wish to visit the GoBusiness licensing portal for more information.

• Application for a work visa. If you wish to employ foreign talent, the employing business or a licensed agency needs to apply for a suitable work visa for the candidate before starting the job. Learn more about our services for work visas and permits.
• Choose an accounting method and set up accounting software. Accounting is a vital part of your business, thus, it is imperative to pay careful thought to a long-term and viable solution. You may hire an in-house bookkeeper or accountant or outsource the accounting functions. As for accounting software, the most common accounting software used by SMEs in Singapore are ABSS and Xero.
• Update information. It is your responsibility to inform ACRA if there are changes to your business information to ensure that the information with ACRA is up to date.
• Filing annual declaration. The manager of every LLP is required to lodge a declaration stating whether the LLP is solvent or insolvent (i.e. able to pay off its debts or not). The first annual declaration must be lodged within 15 months from the date of the registration of the LLP. Subsequent declarations must be lodged once every calendar year and not more than 15 months after the lodgment of the last declaration.  

 

We offer a complete incorporation package which includes the provision of a nominee manager, company secretary (if needed), and provision of registered office address in Singapore. You may also choose from additional services like the application for a work pass if you or your foreign employees wish to live or work in Singapore.

 

Ready to have a business presence in Singapore? Accmaster will help you overcome the compliance challenges and help you get started on the path to global expansion. Talk to our experts.