Limited Partnerships (LPs) in Singapore offer a flexible and attractive business structure for entrepreneurs seeking to establish a partnership while ensuring limited liability for certain partners.

This article aims to provide a comprehensive guide for Kaizen’s existing clients or potential clients to explore the requirements and process for Singapore Limited Partnership Registration in Singapore.

1. Overview of Singapore Limited Partnerships
   
   In an LP, it requires a minimum of two partners, including at least one general partner and one limited partner. A LP does not have a separate legal entity from the partners, i.e. it cannot sue or be sued or own property in its own name.
   
   An individual or corporation can serve as either a general partner or a limited partner within the LP structure. The appointment of a local manager is not compulsory unless all general partners reside outside Singapore.
   
   A general partner bears full responsibility for the LP's actions and is liable for all its debts and obligations. The local manager assumes personal responsibility for fulfilling all of the LP's obligations and is held to the same standards, liabilities, and penalties as a general partner if the latter fails to meet these obligations. The LP manager must not be an undischarged bankrupt unless granted permission by the High Court or Official Assignee.
   
   Conversely, a limited partner's liability is restricted to their agreed contribution, provided they refrain from participating in the LP's management. This unique arrangement allows limited partners to invest in the business without exposing their personal assets to the risks and liabilities of the partnership.
   
   
2. Basic Structure of a Singapore Limited Partnership
   
   

   There is no restriction on the number of partner(s). The General partner(s) can be a natural person and/or a Singapore-registered company. If the proposed LP does not have a general partner that is locally resident in Singapore, the proposed LP will be required to appoint a Singapore local resident (e.g. Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass) as a local manager.   The Limited Partner(s) can be a natural person, a Singapore-registered company and/or an unregistered foreign company. The Limited Partner(s) must not be a manager or a General Partner or a General Partner as Nominee/Trustee. If the proposed LP falls under Regulation 12 of the LP Regulations, the name of the licensed fund manager will also be required. Regulation 12 of the Limited Partnership (LP) Regulations applies where: An LP primarily establishes a fund for investment, and A "licensed fund manager" (whether a general partner or a general partner's appointee) manages the fund. A "licensed fund manager" is licensed under the Securities and Futures Act (Cap. 289) to carry on fund management business. He can also be exempted from being so licensed under Section 99 of that Act.

   
   
3. Documentation Required
   
   

   (1)	The corporate relevant documents of each corporate partner;
   (2)	The identification documents such as NRIC/passport and residential address proof of each individual partner(s), local manager and beneficial owner(s) of the corporate entity (if applicable);
   (3)	If proposed LP falls under Regulation 12 of the LP Regulations, the following will be required: (a) Confirmation that the General Partner is qualified and holding a license with MAS; (b) MAS Code (if the Fund Management Entity is MAS Approved application) (if applicable); (c) Legal Opinion (if the Fund Management Entity is MAS Exempted application) (if applicable).
   (4)	A complete group structure chart;
   (5)	Limited Partnerships Agreement.

   
   
4. Time Frame
   
   A Singapore Limited Partnership can be registered in one day from the receipt of all necessary supporting documents, provided that the proposed name or the business activity to be carried out by the intended business do not require special licence or permit.
   
   
5. Annual Maintenance
   
   Once the Limited Partnership is officially registered in Singapore, it is required to comply with the maintenance requirements such as partnership income tax return and individual income tax return, and business registration renewal annually or every three (3) years.
   

All the information and requirement are revised periodically and may be subject to change from time to time by the Singapore government authorities without prior notice. Please consult with Kaizen Consultants for more information.

Kaizen specializes in the areas of business formation and registration, tax filing and planning, audit and assurance, merger and acquisition, intellectual property, human resources management, visa and immigration services and many others. Through our own offices and the network of professional firms that we built up, Kaizen is capable of providing above mentioned services in Hong Kong, Macau, Taiwan, Mainland China, Singapore, Malaysia, UK, USA, Italy, Germany, Australia and many other jurisdictions.