Application to Register a New Limited Partnership (LP)
Limited Partnership (LP) in Singapore
A Limited Partnership (LP) is a popular business structure in Singapore, offering a blend of partnership flexibility and limited liability benefits. It's particularly suitable for businesses with multiple investors, where some partners want to be actively involved in management (general partners) while others prefer a more passive role (limited partners).
Key Characteristics of an LP in Singapore:
Legal Structure: An LP is not a separate legal entity. It exists as a relationship between the partners.
Partners: An LP must have at least one general partner and one limited partner.
General Partners:
Personally liable for the debts and obligations of the LP.
Have full management control.
Limited Partners:
Liability is limited to their capital contribution.
Generally, cannot participate in management decisions.
Taxation: An LP is a pass-through entity, meaning it doesn't pay corporate income tax. Instead, profits and losses are passed through to the partners and taxed at their individual rates.
Advantages of Forming an LP in Singapore:
Limited Liability for Limited Partners: Protects personal assets from business liabilities.
Tax Efficiency: Pass-through taxation can be advantageous for certain tax planning strategies.
Flexibility: Offers flexibility in structuring the partnership agreement, including profit-sharing and decision-making processes.
Ease of Formation and Operation: Relatively straightforward registration process and fewer regulatory requirements compared to corporations.
Disadvantages of Forming an LP in Singapore:
Unlimited Liability for General Partners: General partners are personally liable for the LP's debts and obligations.
Lack of Perpetual Existence: An LP's existence is tied to the lives of its partners.
Complexities: Managing an LP can be more complex than a sole proprietorship or a limited liability company (LLC).
When to Consider an LP in Singapore:
Family Businesses: To involve multiple family members with varying levels of involvement.
Venture Capital Funds: To pool funds from multiple investors and manage investments.
Real Estate Investments: To structure complex real estate deals with multiple investors.
Professional Services Firms: To combine the expertise of multiple professionals while limiting liability.
By carefully considering the advantages, disadvantages, and specific requirements, you can determine if an LP is the right business structure for your venture in Singapore.
Legal Considerations of LPs in Singapore
Partnership Agreement: A well-drafted partnership agreement is crucial to outline the rights, obligations, and responsibilities of each partner. It should cover aspects like profit-sharing, decision-making, dispute resolution, and the admission and withdrawal of partners.
General Partner Liability: General partners have unlimited personal liability for the debts and obligations of the LP.
Limited Partner Liability: Limited partners' liability is limited to their capital contribution.
Managerial Control: General partners have full management control, while limited partners typically have limited or no involvement in management decisions.
Compliance with ACRA Regulations: LPs must comply with the regulations set by the Accounting and Corporate Regulatory Authority (ACRA), including filing annual returns and maintaining proper records.
Registering a New Limited Partnership (LP) in Singapore
Registration Process:
To register an LP in Singapore, you can use the Accounting and Corporate Regulatory Authority's (ACRA) online platform, BizFile+. The process involves:
Name Approval: Submit a proposed name for the LP.
Partnership Agreement: Prepare a written partnership agreement outlining the terms and conditions of the partnership.
Appoint a Local Manager: If all general partners are non-residents, a local manager must be appointed.
File Application: Submit the application form and required documents through BizFile+.
Pay Fees: Pay the necessary registration fees.
To register a new Limited Partnership (LP) in Singapore, you can follow these steps:
1. Online Application through BizFile+:
Log in to BizFile+: You can either log in directly or engage a registered filing agent (e.g., law firm, accounting firm, or corporate secretarial firm) to submit the application on your behalf.
Start a New Limited Partnership: Select this option and follow the on-screen instructions.
Provide Required Information: This includes:
LP Details: Name, validity period, start date, and end date.
Partnership Agreement: Upload a scanned copy of the signed Partnership Agreement.
Partner and Manager Information: Details of all partners (general and limited) and managers, including their names, identification numbers, nationalities, dates of birth, contact information, and email addresses.
Business Activities: Specify the primary and secondary activities of the LP using the Singapore Standard Industrial Classification (SSIC) codes.
Registered Office Address: Provide the physical address of the LP in Singapore.
Payment: Pay the necessary fees online.
2. Name Approval:
The proposed LP name will be checked for availability and compliance with ACRA's naming guidelines.
If the name is approved, you can proceed with the registration.
3. Processing Time:
The application is usually processed within 15 minutes after the name application fee is paid.
However, if the application needs to be referred to another agency for approval or review (e.g., for activities involving the setting up of a private school), it may take between 14 to 60 days.
Additional Considerations:
Minimum Requirements: An LP must have at least one general partner and one limited partner.
Manager: At least one manager must be a resident of Singapore.
Partnership Agreement: This legal document outlines the rights and responsibilities of the partners, the management structure, and the profit-sharing arrangements.
Fees: There are various fees associated with LP registration, including name application fees, registration fees, and stamp duties.
For more detailed information and guidance, you can refer to the following resources:
ACRA's Guide to Registering a Limited Partnership: https://www.acra.gov.sg/how-to-guides/registering-a-limited-partnership
ACRA's BizFile+ Portal: https://www.bizfile.gov.sg/
By following these steps and adhering to the regulations, you can successfully register your Limited Partnership in Singapore.
How Bestar can Help
Application to Register a New Limited Partnership (LP)
Bestar is a comprehensive business solutions provider in Singapore, offering a wide range of services to help businesses, from startups to established corporations. Here's how Bestar can assist you:
Company Formation and Registration:
Seamless Incorporation: Bestar guides you through the entire company registration process, ensuring compliance with Singapore's regulations.
Expert Advice: Our team provides expert advice on choosing the most suitable business structure and helps you navigate complex legal and tax implications.
Accounting and Financial Services:
Comprehensive Accounting: Bestar offers comprehensive accounting services, including bookkeeping, financial reporting, and tax compliance.
Financial Advisory: Our team provides strategic financial advice to help you make informed decisions.
Tax Planning and Compliance: Bestar assists in optimizing your tax strategy and ensuring compliance with Singapore's tax regulations.
Corporate Secretarial Services:
Regulatory Compliance: Bestar ensures that your company adheres to all corporate secretarial requirements.
Board Meeting Minutes: We prepare and maintain accurate board meeting minutes and resolutions.
Annual Returns Filing: Bestar takes care of timely filing of annual returns and other statutory filings.
Human Resources and Payroll:
Payroll Processing: Bestar handles payroll processing, ensuring accurate salary calculations and timely payments.
Employee Benefits: We assist in managing employee benefits and complying with labor laws.
HR Advisory: Bestar provides HR advisory services, including recruitment, performance management, and employee relations.
Other Services:
Auditing and Assurance: Bestar conducts audits and provides assurance services to ensure financial accuracy and compliance.
Risk Management: We help you identify and mitigate potential risks to your business.
Mergers and Acquisitions: Bestar assists in mergers and acquisitions, providing due diligence, valuation, and deal structuring services.
By leveraging Bestar's expertise, you can streamline your business operations, reduce administrative burdens, and focus on core competencies. Whether you're a startup or an established business, Bestar can provide tailored solutions to meet your specific needs.
To learn more or to get in touch with Bestar, you can visit our website:
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