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Corporate Service - Singapore

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Frequently Asked Questions - Registration of Singapore Limited Partnership Company

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Q: What is a Singapore Limited Partnership (LP)?
A: A Singapore Limited Partnership (“LP”) is a business structure registered with ACRA under the Limited Partnerships Act of Singapore.

It consists of at least one general partner and one limited partner. The general partner(s) manage the business and have unlimited liability, while limited partner(s) have liability limited to their agreed contribution.

Q: Who can register a LP in Singapore?
A: Both locals and foreigners may register an LP. Foreigners without Singpass are required to engage a Corporate Service Provider (CSP) to assist with the registration process.

Q: What are the minimum requirements to set up an LP?
A: An LP must have:

  1. 1.At least one general partner;
  2. At least one limited partner;
  3. A registered business address in Singapore; and
  4. An approved business name (reserved prior to registration).

Q: What are the responsibilities and liabilities of a General Partner and a Limited Partner?
A: The General Partner is responsible for the management and operation of the LP and bears unlimited liability for its debts and obligations.

In contrast, the liability of a Limited Partner is limited to the amount of capital contributed to the partnership, provided that the Limited Partner does not participate in the management of the business (as required by law).

Q: Is a Singapore LP a separate legal entity?
A: No. A Singapore LP is not a separate legal entity from its partners. It cannot own property, nor can it sue or be sued in its own name.

Q:
What information is required for the registration of a Singapore LP?
A:
The registration process generally requires:

  1. The proposed business name;
  2. A registered office address in Singapore;
  3. The nature of business activities;
  4. Particulars of the General Partner(s) and Limited Partner(s); and
  5. Details of any locally resident manager (if all General Partners are not ordinarily resident in Singapore).

Q:
How is the registration of a Singapore LP completed?
A:
Registration is completed through ACRA system, together with the submission of the prescribed declarations and statutory information required by the Registrar.

Q:
What are the ongoing compliance requirements after registration?
A:
An LP must:

  1. Renew its registration annually;
  2. Maintain updated business information with ACRA; and
  3. Comply with applicable Medisave and regulatory obligations.

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