Establishing an LLP in Singapore provides a compelling blend of flexibility and protection. In this guide, you’ll learn how to incorporate LLP in Singapore from start to finish including LLP registration Singapore steps, compliance, ongoing obligations, and additional benefits. Whether you’re a local entrepreneur or a foreign investor, this guide has what you need.
What Is an LLP and Why Incorporate LLP in Singapore?
A Limited Liability Partnership (LLP) is a hybrid business structure combining the flexibility of a partnership with legal protections similar to those afforded to corporations.
- Partners benefit from limited liability, shielding personal assets from business debt except for their own misconduct. This is ideal for professionals like consultants, lawyers, and accountants.
- LLPs offer management flexibility, allowing partners to run the business directly no board of directors is needed.
- As a pass-through tax entity, LLPs avoid corporate tax; profits and losses flow to partners and are taxed individually.
- Plus, there’s no minimum capital requirement, reducing entry barriers.
With these benefits in mind, many businesses choose to incorporate LLP in Singapore for operational ease and legal safeguards.
LLPs also appeal to joint ventures between individuals or companies where both want a say in management but want to limit legal liability. As such, it’s become a go-to structure for many professional service firms, family-run businesses, and consultants operating in Singapore’s competitive, business-friendly environment.
Key Benefits of LLP Registration Singapore
- Separate Legal Entity
An LLP has its own legal identity it can own property, enter into contracts, and be sued independently. - Limited Liability Protection
Partners aren’t personally liable for others’ mistakes only for their own or the capital they invest. - Pass-Through Taxation
No corporate tax only individual partner tax, making LLP registration Singapore cost-efficient. - No Capital or Audit Requirements
Minimal upfront costs and no requirement for annual audits just an annual solvency declaration. - Simplified Tax Filing
Since there is no corporate income tax, partners only report their share of income via personal tax returns. - Easy Dissolution or Exit
With fewer statutory obligations, closing or modifying an LLP is simpler compared to private limited companies. - Flexible Ownership and Roles
Partners can freely define their profit-sharing ratios, management rights, and responsibilities in the LLP agreement. - Global Recognition
LLPs are recognized internationally, which is useful for cross-border transactions and partnerships.
Step-by-Step Guide to Incorporate LLP in Singapore
Choose a Business Name
- Use ACRA’s BizFile+ portal to check name availability.
- The name must not be identical to existing entities and must include “LLP” or “Limited Liability Partnership”.
- Name approval generally takes 15 minutes, but could take up to 14 days if referral to other agencies is required.
Appoint Partners & Local Manager
- You need at least two partners: these can be individuals or companies.
- At least one manager must be an ordinarily resident in Singapore.
- Managers must be over 18 years old and not disqualified from managing a business.
Prepare Required Documents
Before registration, gather the following:
- Approved business name
- Details of all partners and manager(s)
- Registered office address in Singapore
- Declaration of compliance
- Proposed business activities and SSIC code
Step 4 – Submit Registration via BizFile+
- File online through BizFile+
- Fees include S$15 for name application and S$100 for registration
- Successful registration will generate a UEN (Unique Entity Number)
After registration, a Business Profile will be available on BizFile+, which acts as an official company certificate and is accepted by banks, licensing authorities, and vendors.
Post-Incorporation Requirements
UEN and CorpPass Setup
- After receiving the UEN, apply for CorpPass for access to government digital services such as IRAS, MOM, and CPF.
LLP Agreement
- Although not mandatory to file, it is highly advisable to create an LLP agreement that outlines:
- Profit/loss sharing ratios
- Roles and responsibilities
- Entry and exit terms for partners
- Dispute resolution mechanisms
Business Licenses
- Depending on the business activity (e.g., food services, education), additional licenses may be required from relevant government bodies.
Open a Corporate Bank Account
- Banks typically require UEN, LLP agreement, IDs of partners and manager(s), and ACRA business profile.
Annual Compliance and Legal Obligations
Annual Declaration of Solvency/Insolvency
- Must be filed every 15 months from the date of registration
- A declaration of solvency confirms that the LLP is able to meet its debts as they fall due
Updating ACRA
- Update ACRA within 14 days for any changes to:
- Business address
- Partner or manager details
- Cessation of business
Record Keeping
- Maintain accurate financial records for at least 5 years
- While LLPs don’t need to file financial statements, records must support tax declarations and audits if necessary
GST Registration (If Applicable)
- LLPs with annual taxable turnover exceeding S$1 million must register for Goods and Services Tax (GST).
- Voluntary GST registration is also allowed if the LLP wants to claim input tax credits.
Common Mistakes When You Incorporate LLP in Singapore
| Mistake | Consequence |
|---|---|
| No LLP agreement | Legal disputes between partners |
| Late annual declaration | Penalties and possible deregistration |
| Appointing an ineligible manager | Rejection by ACRA |
| Ignoring changes in partner details | Legal non-compliance |
| Failing to open a business bank account promptly | Delays in operations and credibility |
Avoiding these common mistakes ensures your LLP stays compliant and operational.
LLP vs Private Limited Company (Pte Ltd)
| Feature | LLP | Pte Ltd |
|---|---|---|
| Separate Legal Entity | Yes | Yes |
| Liability | Limited to partner’s actions | Limited to shareholders’ capital |
| Tax | Partners taxed personally | Corporate tax |
| Ownership Transfer | Complex | Easier via shares |
| Suitable For | Professionals, freelancers | Startups, growth companies |
| Audit Requirement | No | Yes (if revenue > S$5 million) |
| Investment Ready | No | Yes |
While LLPs are great for small firms and service providers, Pte Ltd companies are more scalable and preferred by investors.
Why Incorporate LLP in Singapore?
- Cost-Effective Structure: No mandatory audit, low maintenance.
- Flexible Management: Ideal for professionals or family-owned ventures.
- Local and Foreign Ownership: Available to citizens and foreigners with a local manager.
- Robust Legal Framework: Singapore’s business laws are clear, strong, and pro-entrepreneur.
- Government Support: Access to various grants and incentives once registered.
- Global Reputation: Singapore’s standing as a trusted financial hub adds credibility to your LLP.
How Ease to Compliance Supports Your LLP Setup
At Ease to Compliance, our firm offers end-to-end assistance to help you incorporate LLP in Singapore efficiently. Our team provides:
- Name reservation and ACRA filing
- Preparing or reviewing your LLP agreement
- Setting up CorpPass and supporting bank account opening
- Guidance on licenses, GST, and CPF setup
- Reminders and support for annual declarations
With our support, LLP registration Singapore becomes simple, stress-free, and fully compliant. Contact us today to get started.
Conclusion
If you’re looking to start a flexible, affordable business structure with legal protection, incorporate LLP in Singapore today. It offers a practical path for consultants, small firms, and professional partnerships. Make sure to handle registration, partner roles, and compliance carefully and get professional help where needed.
Let Ease to Compliance take care of your registration and compliance, so you can focus on growing your business.
Need help incorporating your LLP in Singapore? Contact us today to get started.
FAQs on Incorporate LLP in Singapore: Complete Registration Guide
Question 1. Can a foreigner be a partner in a Singapore LLP?
Answer: Yes, foreigners can be partners in a Singapore LLP. However, the LLP must appoint at least one manager who is an ordinarily resident in Singapore (a citizen, permanent resident, or someone with an EntrePass, Employment Pass, or Dependant Pass with LOC).
Question 2. Is an LLP eligible for government grants in Singapore?
Answer: LLPs may be eligible for certain government grants, but eligibility often depends on the business activity and whether the entity is registered with specific industry bodies. Some grants are exclusive to private limited companies, so eligibility must be reviewed on a case-by-case basis.
Question 3. Can an LLP convert to a Private Limited Company (Pte Ltd) later?
Answer: No, an LLP cannot be directly converted into a Pte Ltd. However, you can register a new Pte Ltd company and transfer the LLP’s assets and operations to the new entity, followed by striking off the LLP if needed.
