Limited Partnership (LP) Registration   Features of a LP The partners can be natural persons, companies or natural persons and companies. There must be a minimum of 2 partners, with at least 1 general partner and at least 1 limited partner. There is no maximum number of partners in a LP. A general partner has unlimited personal liability and can be appointed as the manager of the LP. The general partner is responsible and liable for all actions, debts and obligations of the LP. A limited partner is not liable for any debts and obligations beyond his agreed investment in the LP. If a limited partner takes part in the management of the LP, he will have unlimited liability as if he were a general partner. A LP does not have a separate legal entity (i.e. it cannot sue or be sued in its own name and cannot own property). The LP can only be created by registration of a new LP. A company, business or Limited Liability Partnership (LLP) cannot convert to become a LP. For tax purposes, each partner will be taxed on his or its share of the income from the LP. Where the partner is an natural person, his income from the LP will be taxed at personal income tax rate. Where the partner is a company, its income from the LP will be taxed at corporate tax rate. Advantages Limited liability for limited partners - Only the general partner bears unlimited personal liability for the debts and obligations of the LP. The limited partner enjoys limited liability and will not be accountable beyond his agreed contribution in the LP. Ease of Compliance - Like partnerships, there is no need to audit or file annual returns with ACRA. However, the LP must keep accounting and other records to explain its transactions and financial position for at least 5 years. ACRA may require the LP to produce these records for inspection. Disadvantages The general partners does not have limited liability. If a LP does not have any limited partners, the LP registration will be suspended and the general partners will become registered under the Business Registration Act, instead. When a new limited partner registers, the LP registration will be restored and the registration under the Business Registration Act will cease. ____________________________________________________________________   Limited Partnership Registration     Requirements for Registration of Limited Partnership Minimum 1 general partner and 1 limited partner Can be natural persons or companies or natural persons and companies Must be 18 years old and above (with effect from 1 March 2009) If all general partners are NOT Singapore Citizen, Singapore Permanent Resident (PR), Employment Pass (EP) holder, Entrepass holder or Dependant Pass holder a local manager must be appointed (see below for local manager eligibility) Medisave (Singaporean or PR only) must be paid up with CPF Board Cannot be an undischarged bankrupt or convicted of any offence involving fraud or dishonesty whether in Singapore or elsewhere You must have a business address, Principle Place of Business (Registered Address). P.O. Box address is not allowed. For usage or home office scheme, you will need to apply for prior approval through HDB or URA depending on your residence type. The local manager must be above 18 years old and be one of the following: a Singapore Citizen a Singapore Permanent Resident an Employment Pass holder a Dependant Pass holder   ____________________________________________________________________   Limited Partnership Registration Package       Home | About WBA | Setup Singapore Company | Work Pass & Visa | Singapore Tax Rates | Services & Fees | Company Registration Packages | Virtual Office Services | Other Corporate Services | FAQ & Useful Links | Contact WBA & Locations