Incorporation of Limited Liability Partnership (LLP)

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Limited Liability Partnership
A Limited Liability Partnership (LLP) gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company. Every LLP shall have at least two partners.

The LLP is seen as a corporate body corporate and has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights or liabilities.

Partners: 
– Any person above 18 years old who has been admitted as a partner in accordance with the LLP agreement
– Can be an individual, local company, foreign company or another LLP
– Not liable for any business debts incurred by LLP
– Liable for claims from losses resulting from his own wrongful act or omission

Managers: 
– Any person who is concerned in or takes part in the management of the LLP
– Requirement for at least one manager who is ordinary, a natural person at least 18 years old and of capacity.

To register a LLP in Singapore,

Foreigners residing in Singapore must:
– Seek approval from Ministry of Manpower (MOM) before business registration
– Engage a registered filing agent to submit the online application

Foreigners residing outside Singapore must:
– Appoint a locally resident manager

To register the LLP,
– Log in to BizFile+ using SingPass to submit the online transaction
– Engage a registered filing agent to submit an online application on behalf
The fee for registration is $100.

All proposed partners and managers must endorse their consent online via BizFile+ before the LLP can be registered.

The LLP may commence business once it is registered with ACRA, provided it does not require any licences/approvals from other government agencies in order to carry out the business activities.

Every LLP shall ensure that all its invoices and official correspondences bear the LLP’s name, the Unique Entity Number (UEN) and a statement that it is registered with limited liability.

The business registration must be renewed before the expiry date if the owner(s) wishes to continue the business. The renewal fee is $30 for one year or $90 for three years and can be renewed by any of the business owners with a valid CorpPass account 60 days before the expiry date.

Should the LLP be converted from an existing partnership or company, it shall also include a statement to the effect that the LLP was, from the date of registration, converted from a business or a company to an LLP. This additional statement shall be displayed for 12 months commencing 14 days after the date of registration of the LLP and must also state the name and registration number of the former entity it converted from.