- Registered with ACRA · $450 all in
Register a limited liability partnership in Singapore
An LLP gives two or more partners a separate legal entity and limited liability, without the shareholders, directors and company secretary a private limited company brings with it. We handle the name approval, the ACRA registration and the RORC setup for one fee of $450, with the government charges already inside it.
Not sure an LLP is the right structure? Compare it against a sole proprietorship and a company first.
Separate legal identity. Limited liability.
Without a board or a company secretary.
ACRA Registered Filing AgentFA20200114
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Since 2018Founded in Singapore
In a nutshell
What a limited liability partnership actually is
A limited liability partnership is a business structure for two or more partners, registered with ACRA under the Limited Liability Partnership Act 2005. It has a legal personality of its own, so the LLP can own property, sign contracts, sue and be sued in its own name, exactly as a company can.
What it does not have is a company’s machinery. There are no shareholders, no directors and no company secretary. The partners own the business and run it between them, and their mutual rights are set by the partnership agreement rather than by a constitution.
The five things that define it
01
Separate legal personality
The LLP holds the contracts, the property and the bank account, not the partners. It can sue and be sued in its own name.
02
Limited liability
The LLP’s obligations are generally its own. A partner is not personally liable just because they are a partner, and is not personally liable for another partner’s wrongful act. A partner remains personally liable for their own wrongful act or omission.
03
Two partners, no upper limit
An LLP is intended to have at least two partners, and there is no upper limit. A partner can be an individual or a body corporate, including a company or another LLP. If the LLP falls to one partner, special rules apply and it should restore the minimum promptly.
04
Perpetual succession
Partners can join, resign or die without ending the entity. The existence, rights and liabilities of the LLP carry on unchanged.
05
Run by an LLP agreement
The agreement sets profit shares, decision rules and exits. Without one, the Act applies its defaults: one vote per partner, majority decisions, and unanimous consent before a new partner joins.
Registered under the Limited Liability Partnerships Act 2005. There is no statutory minimum capital contribution, so the partners can agree how much each will contribute and record those arrangements in the LLP agreement.
Choosing a structure
Is an LLP the right entity for you?
An LLP suits some businesses well, while a company is a better fit for others. Here’s where the differences matter most.
LLP
Two or more partners
Shared practice, shared liability shield.
LLPs are commonly suited to professional practices, consultancies and other businesses run by two or more partners who want a separate legal entity without the full corporate structure of a private limited company. They also have lighter annual filing requirements than a company.
- Separate legal identity from the day it is registered
- No audit, and no financial statements filed with ACRA
- No company secretary and no AGM
- Profit taxed once, in the partners’ own hands
- One annual declaration instead of an annual return
Private limited company
One or more shareholders
Built to raise money and to scale.
If you expect to bring in investors, issue shares, add shareholders or want access to corporate tax exemptions available to qualifying companies, a private limited company may be the stronger vehicle. One person can also incorporate a company alone, which an LLP cannot do at registration. Company incorporation is $648.
- Shares can be issued, transferred and sold
- Qualifying companies can claim available corporate tax exemptions
- Profits are taxed at the corporate income tax rate, subject to applicable exemptions and rebates
- A single founder can own and run it
- 12 months of company secretary included in the fee
Pricing
$450 to form your LLP, all in
One fee for the whole registration. The ACRA charges are already inside it, there is no GST, and nothing is billed after the entity is live.
LLP formation
Limited liability partnership
$450 one-time, all fees included
Two partners or twenty, the fee is the same. Once the name is approved and the required documents are signed, straightforward registrations are usually completed on the same day we file.
Includes the $15 ACRA name application and the $100 registration fee. No GST.
Everything inside the $450
- Name check and reservation with ACRA
- Preparation of all registration forms
- Consent to act as manager and declarations
- All ACRA registration fees included
- Notice of successful registration
- Your LLP’s Unique Entity Number (UEN)
- ACRA business profile
- Bank account opening assistance
- Register of Registrable Controllers set up
- Central RORC filing with ACRA
An LLP registration does not expire, so there is nothing to renew with ACRA and no second invoice from us. Where a partner is a corporate body registered outside Singapore, we may need extra verification before filing, and we will tell you before you commit.
Ongoing work is separate
The $450 covers the formation. Bookkeeping, the annual declaration lodgement and tax filing are quoted on their own. See all pricing.
You may need an address
An LLP needs a Singapore address that is open to the public during business hours. Our registered address service is $245 a year if you would rather not use your own.
Comparing the alternatives
A sole proprietorship is $350 and a private limited company is $648, both all in. The table above sets the three side by side.
Before you register
What you need to register an LLP in Singapore
Six things ACRA looks for. Have them ready and the filing itself takes minutes.
At least two partners
An LLP must have at least two partners. If it falls to one partner, it can continue for up to two years, but personal liability consequences can arise if it keeps operating with fewer than two partners beyond that period. There is no maximum number of partners.
One local manager
At least one manager must be a natural person, at least 18 years old and ordinarily resident in Singapore. A partner can also act as the manager if they meet the requirements.
A Singapore registered address
A local address that is open and accessible to the public during normal business hours on each business day. It does not have to be where you actually work.
An approved name
The name has to clear ACRA before registration and carries the words limited liability partnership, or the LLP suffix. We run the check and reserve it for you.
Partner and manager particulars
NRIC or passport details and residential addresses for every partner and manager. A corporate partner gives its registration number, jurisdiction and registered address.
Consents and declarations
Consent to act as manager, the statement of non-disqualification, and the declaration of compliance. We prepare all three and send them out for signature.
How it works
Three steps to a registered LLP
Once the name is approved and every partner has signed, straightforward LLP registrations are usually completed on the same day we file. Nothing goes to ACRA without your confirmation.
1
Tell us about the partnership
Complete the short registration form, or call and we will take the details down with you. It runs to about 15 minutes. We need the proposed name, the partners, the manager and the registered address.
2
We check the name and prepare the filing
We run the name against ACRA’s register and reserve it, then prepare the registration forms, the consent to act as manager and the declaration of compliance, and send them to every partner for signature.
3
We file, and your LLP is live
Once the name is approved and the forms are signed, we file with ACRA. Straightforward registrations are usually completed on the same day, and we send you the notice of registration, the UEN and the business profile once ACRA approves the LLP.
What to have ready
- NRIC or passport details for every partner and every manager
- Residential address for each of them
- Registration details for any corporate partner, including its jurisdiction
- Two or three proposed names, in order of preference
- The Singapore address the LLP will be registered at
- How the partners intend to split profit and make decisions
Ready to register your limited liability partnership?
Send us the partners’ details and we take it from there. We check the name, prepare the forms and file with ACRA, usually on the same day.
Side by side
LLP, sole proprietorship or private limited company
The same eight questions, answered for each of the three structures most Singapore businesses choose between.
| Sole proprietorship | Limited liability partnership | Private limited company | |
|---|---|---|---|
| Owners | One owner | Two or more partners, no maximum | One to 50 shareholders |
| Separate legal entity | No | Yes | Yes |
| Personal liability | Unlimited. The owner is personally responsible for the business’s debts and losses. | Partners are not personally liable solely because they are partners, or for another partner’s wrongful act. They remain liable for their own wrongful acts. | Shareholders are generally liable only for any amount unpaid on their shares. |
| How profit is taxed | At the owner’s personal income tax rates | At each partner’s own rates. A corporate partner pays corporate rates. | Corporate income tax, with exemptions and rebates where the company qualifies |
| Audit | Not required | No statutory audit requirement | Required unless the company qualifies for audit exemption |
| Filed with ACRA each year | Renewal of the business registration | Annual declaration of solvency or insolvency | Annual return, plus financial statements in some cases |
| Officers required | None | At least one local manager | At least one local director and a company secretary |
| Our fee to register it | $350 | $450 | $648 |
A sole proprietorship is the simplest to run and the riskiest to own. An LLP sits in the middle. A private limited company is what most Singapore entrepreneurs register once they expect to raise money, add shareholders or claim the corporate tax exemptions. If you are still weighing it up, our guide to Singapore business structures works through all five.
An LLP shields you from your partners’ mistakes. It does not shield you from your own.
That is the whole design of the structure. If a co-partner is negligent or acts wrongfully, the claim lands on the LLP and on that partner, not on your personal assets. If the negligence is yours, you remain personally liable for it. The partners also stay responsible for keeping the books, lodging the annual declaration and paying tax on their own share of the profit.
Tax
How a limited liability partnership is taxed
An LLP is tax transparent. IRAS does not tax the partnership itself. The profit is divided between the partners according to the LLP agreement, and each partner is taxed on their own share. An individual partner pays personal income tax rates on it. A corporate partner pays corporate tax rates on its share.
This can make the tax outcome quite different from a private limited company. Individual partners are taxed at their own personal rates, while a corporate partner is taxed at corporate rates. A company may also qualify for corporate tax exemptions and rebates, so the better structure depends on who the partners are, how profits are allocated and the business’s expected level of profit.
The filing sequence
01
The precedent partner files Form P
One partner is nominated as the precedent partner. The precedent partner e-Files Form P for the LLP with IRAS by 18 April each year.
02
Each partner is told their share
The precedent partner tells every partner their share of the profit or loss for the year of assessment.
03
Partners file their own returns
Individual partners declare their share in Form B or B1. A corporate partner includes it in its own corporate tax return.
04
File early and it pre-fills
E-file Form P by 28 February and each partner’s allocation is pre-filled into their own return, with no separate notification needed.
GST is a separate question. An LLP may have to register if its taxable turnover exceeds S$1 million for a calendar year, or if it can reasonably expect taxable turnover to exceed S$1 million in the next 12 months. Our guide to registering for GST explains both tests and the registration process.
After you register
What an LLP has to do each year
Far less than a company, but not nothing. These are the obligations that stay with the partners and the manager once the UEN is issued.
Ongoing
Keep proper accounting records
The LLP has to keep accounting and other records that sufficiently explain its transactions and financial position. These records must be retained for at least five years from the end of the financial year in which the relevant transactions or operations were completed.
LLP Act
Within 15 months
Your first annual declaration
The manager lodges the first declaration of solvency or insolvency with ACRA within 15 months of the date the LLP was registered.
ACRA
Every year
Annual declaration after that
One declaration in every calendar year after the first, at intervals of no more than 15 months. The ACRA lodgement fee is $30.
ACRA
By 18 Apr
Form P to IRAS
The precedent partner files Form P for the partnership each year. Every partner then declares their own share in their personal or corporate return.
IRAS
14 days
Changes to particulars
Changes to LLP particulars such as partners, managers and the registered office must be updated with ACRA within 14 days. Unless exempt, changes to the private Register of Registrable Controllers must be updated within seven days after the controller confirms the change, then filed with ACRA’s Central RORC within two business days after the private register is updated.
ACRA
On every bill
Name and UEN on correspondence
Invoices and official correspondence must show the LLP’s name, its registration number, and a statement that it is registered with limited liability.
LLP Act
And what an LLP never has to do
No annual return. No audit. No financial statements filed with ACRA, and no obligation to disclose its capital. No company secretary, no directors, and no annual general meeting. Set against a private limited company, that is most of the compliance calendar gone, which is the main reason people choose the structure.
FAQs
Limited liability partnership questions, answered
How long does it take to register an LLP?
The information we need takes about 15 minutes to give us. Once the name is approved and every partner has signed, the filing itself is quick and most straightforward LLP registrations are completed on the same day.
Some applications take longer if the proposed name or business activity needs referral to another government agency. We will let you know if that applies to your registration.
Can a foreigner be a partner in a Singapore LLP?
Yes. Partners do not have to be Singapore residents, and a partner can also be a foreign company. The LLP must still appoint at least one manager who is ordinarily resident in Singapore.
A foreigner with Singpass can register directly if they meet ACRA’s filing requirements. A foreigner without Singpass must engage a corporate service provider to handle the registration. If you plan to relocate to Singapore to work in the LLP, the relevant work pass requirements are separate from the LLP registration itself.
Can I convert my sole proprietorship or company into an LLP?
A qualifying firm or private company can be converted into an LLP through ACRA’s conversion process instead of setting up an unrelated new entity.
If you already operate through another structure, send us the current ownership details and we can confirm whether conversion is available and what is required.
What does the manager of an LLP do?
Every LLP needs at least one manager who is a natural person, at least 18 years old and ordinarily resident in Singapore.
The manager is responsible for key ACRA compliance matters, including lodging the annual declaration and keeping the LLP’s registered particulars current. A partner can also be the manager if they meet the requirements.
How does a partner leave an LLP?
A partner can leave in the way the LLP agreement provides. If there is no agreement covering the departure, the LLP Act provides default rules, including notice requirements.
The LLP should also update ACRA promptly and consider whether the departure leaves it with fewer than two partners.
What is the annual declaration of solvency?
It is a declaration lodged by the manager stating whether the LLP is able to pay its debts as they fall due. The first declaration must be lodged with ACRA within 15 months of the LLP’s registration.
After that, the LLP must lodge one declaration in every calendar year, with no more than 15 months between declarations. The ACRA lodgement fee is $30.
Does an LLP need to register for GST?
An LLP is subject to the same compulsory GST registration tests as other businesses. Registration can be required if taxable turnover exceeds S$1 million for a calendar year, or if the LLP can reasonably expect taxable turnover to exceed S$1 million in the next 12 months.
Our guide to registering for GST explains both tests and the registration process.
What happens after my LLP is registered?
We send you the notice of successful registration, your UEN and the ACRA business profile. You can then use the registered entity details for practical setup such as opening the LLP’s bank account and issuing invoices.
From there, the main ongoing obligations are to keep proper accounting records, display the LLP’s required details on official correspondence, maintain the RORC where applicable, lodge annual declarations with ACRA and file Form P with IRAS.
Client feedback
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Guides
Read our guides
Plain-English explanations of the rules behind the structures.
Next step
Form your LLP
Start the registration online, or talk to us first if you are still weighing an LLP against a sole proprietorship or a private limited company. We reply within 24 hours, usually much sooner.
Email [email protected] · Call +65 3159 4755 · Weekdays 10am – 6pm