Incorporation of Limited Partnership (LP)

Starting or expanding a business is an exciting journey, but not when the process is delayed by tedious and complex administrative processes. When you’re brimming with ideas and ready for things to kick off, time is of essence and the hassle of handling documentation requirements should be the least of your worries.

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Limited Partnership
A Limited Partnership (LP) is is a partnership consisting of a minimum of two partners, with at least one general partner and one limited partner. A LP does not have a separate legal entity from the partners.

Any person above the age of 18 years old can be a partner of a Limited Partnership.

General Partner(s): 
– Can be an individual or company
– Has unlimited liability and can take part in the management of an LP

Limited Partner(s): 
– Can be an individual, company or unregistered foreign company
– Liability is capped at the amount of the agreed investment in the LP
– Shall not take part in management of the LP

– The LP must appoint a local manager (at least 18 years of age) if all general partners are not residing in Singapore. 
– Personally responsible for discharging all obligations of the LP 
– Must not be an undischarged bankrupt

To register a LP 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 LP,
– 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 for 1-year and $300 for 3-years.

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

The LP 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 LP shall ensure that all its invoices and official correspondences bear the LP’s name and the Unique Entity Number (UEN).

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.