Establishing an LLP in Singapore provides a compelling blend of flexibility and protection. In this guide, you’ll learn how to incorporate an LLP in Singapore from start to finish, including LLP registration in Singapore steps, compliance, ongoing obligations, and additional benefits. Whether you’re a local entrepreneur or a foreign investor, this guide has what you need.
Singapore has consistently ranked as one of the easiest countries to start a business due to its transparent regulations, low tax rates, and pro-business environment. Incorporating an LLP here allows entrepreneurs and foreign investors to benefit from legal protection, operational flexibility, and simplified tax compliance. According to the Singapore Department of Statistics, over 25,000 new business entities are registered annually, with LLPs growing in popularity among professional services and joint ventures.
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 an 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 in 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 in 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 recognised internationally, which is useful for cross-border transactions and partnerships.
Example 1: A consulting firm with three partners used an LLP to protect personal assets while managing profits flexibly, avoiding corporate tax obligations.
Example 2: A small IT services LLP leveraged its pass-through taxation to reinvest more capital into the business, improving growth without complicated audits.
Step-by-Step Guide to Incorporate LLP in Singapore
1: 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.
2: 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.
3: 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
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)
Pro Tip: Ensure that all partner identification documents (NRIC or passport copies) are accurate and submitted in the correct format to avoid delays. For foreign partners, check that their visa status allows managerial responsibilities.
5: Notify Relevant Authorities
After registration, notify IRAS for tax registration and CPF for employee contributions if applicable. Early registration prevents late compliance issues.
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
Tip: Even though filing the LLP agreement is optional, maintaining a detailed internal copy is critical for dispute resolution, profit-sharing clarity, and attracting potential investors. Digital copies should be stored securely along with signed physical copies.
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.
After incorporation, opening a corporate bank account is essential for managing LLP finances and ensuring compliance. Learn more about the process, requirements, and bank options in our guide on opening a corporate bank account in Singapore.
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 an 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 ideal for professional services and small firms, Pte Ltd companies are better suited for investors seeking equity funding, limited partners with passive roles, or businesses planning rapid scaling. Choose based on management structure, funding needs, and long-term goals.
Why Incorporate an 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 an 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 in Singapore becomes simple, stress-free, and fully compliant. Contact us today to get started.
Case Study: One client, a foreign consultancy, successfully incorporated an LLP within 7 days with our assistance. They avoided typical delays in name approval, CorpPass registration, and bank account setup, allowing them to start operations immediately.
Conclusion
If you’re looking to start a flexible, affordable business structure with legal protection, incorporate an 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
Question 1: Can an LLP in Singapore operate multiple business activities under the same registration?
Answer: Yes, an LLP can carry out multiple business activities as long as they are listed during registration with ACRA. Each activity should comply with Singapore regulations, and specific licenses may be required for certain sectors.
Question 2: What happens if a partner contributes assets instead of cash to an LLP?
Answer: Non-cash contributions such as equipment, intellectual property, or property can be accepted as capital contributions. The LLP agreement should clearly state the value and ownership share of each partner to avoid disputes.
Question 3: How does an LLP handle profit distribution if partners have unequal contributions?
Answer: Profit-sharing ratios are flexible and can be defined in the LLP agreement. Partners may choose distributions based on capital contribution, effort, or any mutually agreed formula.
Question 4: Are LLP financial records subject to audits in Singapore?
Answer: Generally, LLPs are not required to have annual audits unless mandated by a regulatory authority. However, maintaining accurate financial records for at least 5 years is mandatory to support tax filings and potential audits.
Question 5: Can an LLP be used for joint ventures between companies from different countries?
Answer: Yes, LLPs are suitable for cross-border joint ventures. Foreign companies can be partners, provided there is at least one manager who is ordinarily resident in Singapore, and all compliance requirements are met.
