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REGISTRATION OF A LIMITED PARTNERSHIP

A limited partnership (LP)—not to be confused with a limited liability partnership (LLP)—is a partnership consisting of a minimum of two partners. The general partner oversees and runs the business and is liable for all debts and obligations of the LP while the limited partner does not partake in managing the business. However, the general partner of a limited partnership has unlimited liability for the debt, and any limited partners have limited liability up to the amount of their investment.

If there is no limited partner registered with ACRA, the LP registration will be suspended and the general partner will be deemed registered under the Business Names Registration Act. Once a new limited partner registers with ACRA, the LP registration will be restored and the registration under the Business Names Registration Act will cease.

 

Requirements in registration of Limited Partnership

• A minimum of 2 partners
• must have at least 1 general partner which can be an individual or a company.
• must have at least 1 limited partner which can be an individual, a company, or an unregistered foreign company.
• Must appoint a local manager, (who is at least 18 years of age), if all partners are not locally residing in Singapore

 

PRE-REGISTRATION GUIDE

We will walk you through the procedures, requirements, and checklist for organized business registration.

 

• Draft a limited partnership agreement. The agreement records the matters agreed between the partners which cover profit sharing, admission of the new members, management and decision making, retirement and expulsion from the LP, and entitlement and obligations of outgoing members among other things. An LP agreement is not required to be submitted to the Registrar but to mitigate any future conflicts between partners.
• Choose a business name. After deciding on a business name, check with ACRA Bizfile using your SingPass ID, if the desired company name is available. Read more to know how to choose a suitable business name.
• Specify business activity. You can choose a maximum of 2 business activities. Select the most relevant business activities from Singapore Standard Industrial Classification Code.
• Provide business address. The registered office address must be an address in Singapore but it need not be the place of operation. Read more about the registered office address
• Provide residential address. The business owner must provide the residential address at the point of registration which is made publicly available if there are public purchases of information about the business entity.
• Obtain personal particulars and contact details of appointed partners and managers
  • NRIC and full name
  • Nationality
  • Contact information (telephone number and e-mail address)
  • Residential address
• Financial Year-End. Common choices include 31 March, 30 June, 30 September, or 31 December. Choose carefully your company’s financial year-end as it will determine when the corporate filings and taxes are due every year.  

 

After completing the requirements and documents, you are now ready to incorporate your company

You may wish to engage a registered filing agent to unload you with the administrative tasks and paperwork.

Foreign individuals and companies who wish to set up a business entity in Singapore will need to engage a registered filing agent to submit the application to the government on their behalf. 

 

POST-REGISTRATION GUIDE

You have your business registered and you are now one step toward materializing your business goals. What do you need to do next?

• Licenses and Approvals. You cannot commence your business if the type of business activity that you are undertaking requires a license or approvals from other government agencies. You may wish to visit the GoBusiness licensing portal for more information.
• Application for a work visa. If you wish to employ foreign talent, the employing business or a licensed agency needs to apply for a suitable work visa for the candidate before starting the job. Learn more about our services for work visas and permits.
• Choose an accounting method and set up accounting software. Accounting is a vital part of your business, thus, it is imperative to pay careful thought to a long-term and viable solution. You may hire an in-house bookkeeper or accountant or outsource the accounting functions. As for accounting software, the most common accounting software used by SMEs in Singapore are ABSS and Xero.
• Update information. It is your responsibility to inform ACRA if there are changes to your business information to ensure that the information with ACRA is up to date.
• Filing annual renewal. Registration must be renewed before the expiry date if you intend to continue running the limited partnership. You can renew the LP registration, up to 60 days before the expiry date. If you are late in renewing the LP registration, a penalty may be imposed for the late renewal.

 

The registered partners for the LP must ensure that their Medisave contributions are paid up-to-date with the CPF Board; otherwise, the LP registration cannot be renewed or the LP registration may be canceled.  

 

We offer a complete incorporation package which includes the provision of an authorized agent, company secretary (if needed), and provision of registered office address in Singapore. You may also choose from additional services like the application for a work pass if you or your foreign employees wish to live or work in Singapore.

 

Ready to have a business presence in Singapore? Accmaster will help you overcome the compliance challenges and help you get started on the path to global expansion. Talk to our experts.