When it comes to company incorporation in Singapore, there are a few business structures to choose from. Previously, we have covered this topic of choosing a business structure. As the title name suggests, we are going to cover how to go about setting up a Limited Liability Partnership (LLP) company in Singapore.
A Limited Liability Partnership is a type of business structure where two or more partners start a partnership entity that shields co-partners from liabilities due to the willful misconduct or gross negligence of one partner or a group of partners. Partners of a Limited Liability Partnership will not be held liable for any debts incurred by the company.
An LLP is a separate legal entity, meaning that the law regards an LLP as a separate “person” from its partners. Therefore a Limited Liability Partnership can either sue or be sued, and own property in its own name.
It works best for chartered professionals like lawyers and accountants etc who decide to work together. Apart from individuals, a corporate body such as a local or foreign company and/ or another Limited Liability Partnership can be a partner too.
Getting ready to register for a Limited Liability Partnership (LLP)? Let’s start!
1. Legal Requirements
To register for a Limited Liability Partnership, a minimum of 2 partners (individuals or companies) is required. 1 of them must be of managerial level and above who is a resident in Singapore, at least 18 years of age.
The manager need not necessarily be a partner but may be involved in running the day to day business. This means that when the LLP fails to comply with certain rules and regulations, the manager will be held liable. Therefore, the manager holds heavier responsibilities compared to partners.
2. Have The Necessary Documents Ready
These documents must be prepared and ready prior to the registration.
- Proposed name of the Limited Liability Partnership
- Proposed business and registered office address of the Limited Liability Partnership
- Personal particulars of the partners and managers in the Limited Liability Partnership
- Where the partner is an individual including managers, information such as their full names, identification documents, nationalities and residential addresses must be provided
- Where the partner is a company, details such as company name, place of incorporation, registration number and registered office must be provided
- Compliance declaration – Limited Liability Partnership must file an annual declaration of solvency and maintain records
- Informed Consent to act as Manager (acquiring the manager’s consent to act as such) and Statement for Non-Disqualification to act as Manager (meaning to declare that this Manager is qualified to act as such and not an undischarged bankrupt)
3. Reservation Of Limited Liability Partnership’s Name
To reserve a name for the Limited Liability Partnership, log into BizFile+ with your SingPass or CorpPass. A $15 application fee is payable and upon payment, the application will be processed within 15 minutes. Once approved, the name will be reserved for 120 days from the date of approval and no extension will be granted.
4. Registration Of Limited Liability Partnership
Once approval is obtained for the LLP’s name, registration can then be done with the Accounting and Corporate Regulatory Authority (ACRA) via BizFile+. A registration fee of $100 is applicable.
Upon payment, the application will be processed within 3 working days. However, it may extend between 14 and 60 days should the application be referred to the relevant authorities. Eg. If the Limited Liability Partnership is intending to set up a private school, the application will be referred to the Ministry of Education.
5. Issuance Of Business Profile And Unique Entity Number (UEN)
Once the registration is confirmed, the person who applied for the registration will receive a confirmation email. This email will also contain a website link to download the Limited Liability Partnership’s Business Profile, an electronic report that contains information on your company.
An Unique Entity Number (UEN) will also be issued and this must be shown on all of its invoices, bills and official correspondence. The UEN is also used when transacting with government agencies.
In summary, setting up a Limited Liability Partnership is easy and fast once you get all the necessary documents ready. All you need to do is submit the documents online and approval will come soon. All the best in your new business venture!