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A limited liability partnership, or LLP, is a business structure that sits between a partnership and a company. ACRA, the Accounting and Corporate Regulatory Authority, registers it. It is a separate legal entity. Its partners have limited liability, and the owners are taxed on the profits themselves. Rules and fees below come from ACRA pages read on .
What is an LLP in Singapore?
ACRA describes an LLP as a separate legal entity from its partners. It can sue and be sued, buy and own property, and carry out acts that companies can. Partners are not personally responsible for debts caused by other partners. They still answer for their own wrongful actions.
That makes it different from an ordinary partnership, where every owner has unlimited liability and the business is not a separate entity. See the full comparison for the three structures side by side.
What does it cost to register an LLP?
ACRA's LLP fee page lists two items:
| Item | ACRA fee |
|---|---|
| Apply for a new business entity name | S$15 |
| Register the LLP | S$100 |
| File an annual declaration, each year | S$30 |
ACRA's business structure comparison, however, lists S$315 (S$15 name and S$300 incorporation) against LLP. The two pages disagree. We show both and suggest you read the fee on the BizFile payment screen before you commit. A corporate service provider (CSP) adds its own charge, which we do not print because we have no published price from one.
Who can form an LLP?
You need at least two partners. ACRA says position holders can be individuals or corporate entities. Each must give a name, ID number, date of birth, residential address and contact address.
You also need at least one local manager. ACRA says the manager must be 18 or older, meet its local residency standards and not be an undischarged bankrupt. A foreign owner living overseas needs a CSP to register and a local manager. The nominee director page explains the nominee idea for companies, and the manager role for an LLP works the same way in practice, though the rules are not identical.
The registered office must be a Singapore address that is open and accessible to the public in normal business hours. It does not have to be where you run the business. See registered address.
How do you register an LLP?
- Reserve the name. Apply for the business name first. You pay S$15.
- Prepare partner and manager details. Names, identity numbers, dates of birth and addresses.
- Register through BizFile. Only the person who reserved the name can register, unless a CSP does it for you. Use the same entity type as you reserved. See BizFile.
- Endorse. After submission, all other position holders must endorse the registration within 60 days, unless a CSP filed on your behalf.
Most applications are approved soon after payment. Complex ones can take up to 15 working days, and those needing a referral authority take 14 to 60 days.
How is an LLP taxed?
ACRA says profits are taxed at the partners' personal or corporate tax rates. That differs from a Pte Ltd, where the company pays a flat 17% on chargeable income. Our corporate tax page covers the company side. We have not read IRAS's own page on LLP filing, so ask IRAS or a tax adviser how your partners declare their share.
What must an LLP file every year?
ACRA requires an annual declaration. The fee is S$30. The first is due within 15 months of the registration date. After that, one is due each calendar year and no more than 15 months after the last one. If you miss it, ACRA's penalty is S$300 within three months of the due date and S$600 after that. You can ask for a free 60-day extension before the deadline passes.
ACRA also says LLPs must keep accounting records, profit and loss statements and balance sheets. They keep a Register of Registrable Controllers unless exempt. A Pte Ltd by contrast files an annual return at S$60 and often holds an annual general meeting. See annual return and AGM.
When is an LLP a sensible choice?
An LLP suits owners who work together, want limited liability and want profits to pass to them directly. Examples ACRA does not list, so treat them as ideas only: professional partners splitting fees, or two founders running a small agency. If you need many shareholders, outside investors or share options, a private limited company is the usual route, since it can have up to 50 shareholders and issues shares. A sole owner has no use for an LLP because it needs two partners. See the sole proprietorship page.
Some professions are regulated and may have their own rules on how they can practise. We have not verified them, so ask the relevant professional body.
Independent guide, not ACRA
SingaporeCompanySetupGuide.com is not ACRA, IRAS or a corporate service provider. We write the rules from official pages and show when we read them. Providers pay us a fee when a request we pass on becomes a client. Our how we earn page explains it.
If you want a provider to prepare the name, partners and filing, use the form on this page. We forward it, and the providers reply with their own prices.
Sources
- ACRA, Service and transaction fees: LLP, https://www.acra.gov.sg/how-to-guides/llp-related-fees (S$15, S$100, S$30)
- ACRA, Choosing a business structure, https://www.acra.gov.sg/register/business/choosing-business-structure/ (liability, tax, manager, S$315 listing)
- ACRA, Registering a limited liability partnership, https://www.acra.gov.sg/register/business/registering-different-business-structures/limited-liability-partnership/ (partners, manager, steps)
- ACRA, Deadline and requirements for annual declarations, https://www.acra.gov.sg/manage/limited-liability-partnerships/key-requirements-common-offences/filing-annual-declarations/deadline-requirements/ (15 months, penalties, extension)
