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ACRA Guidelines: How to Register a Limited Liability Partnership (LLP) company in Singapore?

Incorporation

Register a LLP company in Singapore

Embarking on the journey of establishing a Limited Liability Partnership (LLP) company in Singapore? Navigating through the intricate process can be daunting, but fear not! In this comprehensive guide, we unravel the intricacies of ACRA guidelines, providing you with a step-by-step roadmap to successfully register your LLP company in the vibrant business landscape of Singapore. Let’s delve into the essentials and demystify the path to your entrepreneurial dreams!

what is a Limited Liability Partnership (LLP)?

A Limited Liability Partnership (LLP) serves as a versatile business entity in Singapore. It combines the flexibility of a partnership with the distinct legal identity of a private limited company.

An LLP is considered a separate legal entity, distinct from its partners. This unique status grants the LLP perpetual succession, ensuring that changes in its partners do not impact its existence, rights, or obligations.

An LLP holds the following capabilities:

  • Property Ownership: An LLP can acquire, own, and manage property in its name.
  • Common Seal: It possesses a common seal for official documents.
  • General Corporate Activities: An LLP can conduct various lawful activities and transactions in its name, akin to other corporate bodies.
  • Legal Actions: It can initiate legal proceedings and be sued in its own name.

One of the fundamental advantages of an LLP lies in the limited liability it offers to its partners. Partners are safeguarded from personal liability concerning the LLP’s business debts. However, a partner may be held personally accountable for losses resulting from their own wrongful actions, but not for the misconduct of other LLP partners.

Moreover, an LLP is obligated to maintain comprehensive accounting records, including profit and loss accounts and balance sheets. These records must provide clear explanations of the LLP’s financial transactions and standing. Additionally, the LLP must submit an annual declaration of solvency or insolvency to the Registrar. This declaration indicates the LLP’s ability or inability to meet its financial obligations and is accessible to the public.

This unique structure makes LLPs a popular choice among businesses in Singapore, as it combines the advantages of limited liability with the flexibility of partnership operations.

Partners in an LLP:

A partner is defined as an individual who has been officially accepted as a partner in the LLP in accordance with the LLP agreement. Every LLP must have at least two partners.

Partners in an LLP can be individuals, local companies, foreign companies, or even another LLP. This flexibility allows a diverse range of entities to participate in the LLP structure.

Managers in an LLP:

A manager is anyone involved in or involved in the management of the LLP. It is a legal requirement for every LLP to have at least one manager. The appointed manager must be a resident of Singapore, a natural person of full age (i.e., at least 18 years old), and legally capable.

This manager holds a key position in the LLP, overseeing and contributing to its management activities, ensuring the smooth functioning of the partnership within the legal framework of Singapore.

Requirements for Foreigners Setting Up an LLP in Singapore:

Foreign individuals interested in establishing an LLP in Singapore must adhere to specific guidelines:

Locally Resident Manager:

A foreigner setting up an LLP is required to appoint a locally resident manager. This includes Singapore citizens, Permanent residents, or holders of EntrePass/Employment Pass. The foreigner can reside outside Singapore while the business operates.

Check Eligibility:

Foreigners with FIN (Foreign Identification Number) should verify their eligibility with the relevant pass-issuing authority such as MOM (Ministry of Manpower) or ICA (Immigration and Checkpoints Authority) before registering or taking on a managerial role.

Approval from the Ministry of Manpower (MOM):

Foreigners intending to manage the LLP’s operations in Singapore must obtain approval from the Ministry of Manpower (MOM) after the LLP registration.

Engage a Registered Filing Agent:

The foreigner must engage the services of a registered filing agent, such as a law firm, accounting firm, or corporate secretarial firm, to submit the online application on their behalf. This professional assistance ensures proper compliance with regulations.

Online Registration via BizFile+:

Individuals above the age of 18 years, who have a Singpass, can register the LLP online through BizFile+—ACRA’s online filing system. They can use their NRIC (National Registration Identity Card) or FIN along with Singpass for the registration process.

These guidelines facilitate the smooth establishment of an LLP in Singapore, allowing foreign entrepreneurs to participate in the country’s vibrant business landscape.

How to Register an LLP in Singapore:

To register a new LLP in Singapore, all applications must be submitted online through BizFile+, which is ACRA’s electronic filing and information retrieval system. There are two ways to register an LLP:

Direct Application via BizFile+:

  • Log into BizFile+ and submit the online transaction for LLP registration.
  • All proposed partners and managers must provide their consent online through BizFile+ during the application process.

Engage a Registered Filing Agent:

  • Alternatively, you can engage the services of a registered filing agent, such as a law firm, accounting firm, or corporate secretarial firm, to submit the online application on your behalf.
  • These professional firms have the expertise to handle the registration process efficiently and ensure compliance with all legal requirements.

By choosing either of these methods, aspiring entrepreneurs can successfully register their LLP in Singapore, leveraging the convenience and accessibility of ACRA’s online platform, BizFile+.

The registration fees for a Limited Liability Partnership (LLP) in Singapore are as follows:

Name Application Fee: $15

LLP Registration Fee: $100

Total: $115

Processing Time:

Standard Processing: The application is typically processed within 15 minutes after the name application fee is paid. This applies to straightforward applications without the need for further approval.

Referral to Other Agencies: If the LLP’s intended activities require approval from another agency (e.g., setting up a private school, which requires approval from the Ministry of Education), the processing time may extend. In such cases, the application might take between 14 days to 60 days. The duration varies based on the specific referral requirements.

Commencing Business:

The LLP can commence its business once it is registered with ACRA. However, this is contingent on the condition that the LLP does not require any additional licenses or approvals from other government agencies to carry out its business activities.

For more detailed information on different referral authorities, you can access the relevant list via this link: List of Referral Authorities

LLP Name Reservation:

Once an LLP name is approved, it will be reserved for 120 days from the date of approval. It is important to note that no further extension of the name reservation period is allowed beyond this duration.

Alternate Address Option:

For personal data protection, partners/managers can register an Alternate Address for a fee of $40. When you register an Alternate Address, this address will be displayed in ACRA’s public records instead of your residential address. However, it’s crucial to understand that all official correspondence from ACRA will continue to be sent to your residential address for communication purposes.

The alternate address must be a valid location where you can be contacted, such as your office or your corporate service provider’s office. Importantly, it must be within the same jurisdiction as your residential address and cannot be a P.O. Box address. This option offers an added layer of privacy and security for individuals involved in LLPs.

Unique Entity Number (UEN):

Upon successful registration, every Limited Liability Partnership is allocated a system-generated Unique Entity Number (UEN). This UEN functions as an identification number that all business entities must use when conducting transactions with government agencies.

Special UEN (SUN) Service:

The Special UEN (SUN) service provides entity owners with the option to select a preferred UEN from a list of reserved UENs during the LLP registration process. This service is available at a fee and offers two categories:

  • Tier 1 Number: £3,000
  • Tier 2 Number: £1,000

Those who choose not to opt for the SUN service will be assigned a free system generated UEN.

Free Business Profile:

Starting from 2 June 2017, all newly registered LLPs receive a complimentary Business Profile. This electronic report contains essential business registration information for the entity. Upon successful registration, the person who filed the LLP registration will receive an email containing a URL to download the free Business Profile.

For more detailed information, please refer to the provided links for the Special UEN (SUN) service and Free Business Profiles.

Publication of LLP Name, Unique Entity Number (UEN) and Statement

In accordance with regulations, every Limited Liability Partnership (LLP) is required to ensure that its invoices and official correspondence prominently display certain essential information. This includes the full name of the LLP, its Unique Entity Number (UEN), and a clear statement indicating that it is a registered entity with limited liability.

Furthermore, if the LLP was previously a partnership or a company that has been converted, it must include an additional statement specifying this conversion. This statement should mention that the LLP, from the date of its registration, was transformed from either a business partnership or a company into an LLP. Additionally, the LLP must provide the name and registration number of the original entity it was converted from. This statement must be visible on all documents for 12 months, beginning 14 days after the LLP’s registration date. This ensures transparency and informs stakeholders about the LLP’s previous legal status and conversion history.