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Singapore Partnership vs Limited Partnership (LP)?

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Comparison of Singapore Partnership vs Limited Partnership (LP)?

Comparison of Limited Partnership vs Partnership in Singapore?

Comparison of Singapore Partnership against Limited Partnership (LP)?

Difference between Singapore LP (Limited Partnership) and Partnership?

Comparison of Singapore Partnership and LP (Limited Partnership)?

Difference between Singapore Partnership and Limited Partnership?

Comparison of Partnership vs LP in Singapore?

Comparison of Singapore LP vs Partnership?

Partnership and LP?

LP and Partnership?

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Features
Partnership (General)
Limited Partnership (LP)
Introduction

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A basic form of business vehicle with two or more co-partners Often used as investment vehicle for large projects requiring substantial source of cash
Suitability of Business Vehicle Suitable for a small to medium size of business journey with co-partners Flexibility for allowing a diversification of a portfolio
DefinitionΒ 

Β 

An association of two or more persons carrying on business in common with a view to profit A partnership consisting of two or more persons, with at least one general partner and one limited partner
Ownership or Owners

Β 

Β 

Β 

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Between 2 and 20 partners.

A partnership of more than 20 partners must incorporate as a company under the Companies Act, Chapter 50 (except for professional partnerships)

At least 2 partners; one general partner and one limited partner.

No maximum limit.

Legal Identity or Status Not a separate legal entity

Partners have unlimited liability

Can sue or be sued in firm’s name

Cannot own property in firm’s name

Partners personally liable for partnership’s debts and losses incurred by other partners

Not a separate legal entity

General partner has unlimited liability

Limited partner has limited liability

Can probably sue or be sued in firm’s name

Cannot own property in firm’s name

General partner personally liable for debts and losses of the LP

Limited partner not personally liable for the debts or obligations of LP beyond amount of his agreed contribution

Requirements For Registration or Formation or Incorporation Age 18 years or above. Singapore citizen / Singapore Permanent Resident / EntrePass holder.

If owner not resident in Singapore, he must appoint an authorized representative who is ordinarily resident in Singapore.

Self-employed persons must top up their Medisave account with the CPF Board before they register a new business name, become a registrant of an existing business name, or renew their business name registration.

Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.

At least one general partner and limited partner. Both can be individuals (at least 18 years old) or body corporate (company or LLP).

If all general partners are ordinarily resident outside Singapore, they must appoint a local manager who is ordinarily resident in Singapore.

Self-employed persons must top up their Medisave account with the CPF Board before they register as a partner of a new LP, become a registered partner of an existing LP, or renew their LP registration.

Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.

Easiness of Registration An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days
Level of Fees for Registration Low set up costs among all business vehicles Low set up costs among all business vehicles
Renewal Costs Low costs for renewal Low costs for renewal
Perception of Business by the Public Regarded least trust worthy and credibility Regarded moderate trust worthy and credibility
Funding Opportunities Capital injection is limited to the new partner.

Obtaining loans from banks is only by mortgaging the personal assets of the partners.

Obtaining loans from banks is only by mortgaging the personal assets of the partners.
Yearly Statutory Obligations Yearly renewals (one year or three years)

CPF Medisave Top-Up required for Self-employed Persons before they can renew partnership

Yearly renewals (one year or three years)

CPF Medisave Top-Up required before they can renew LP

Taxation Profits taxed at partners’ personal income tax rates Profits taxed at partners’ personal income tax rates (if individual) / corporate tax rate (if corporation)
Taxation Form Form P for Partnership & Form B for respective Partners Form P for Partnership & Form B for respective Partners
GST Implication Based on combined turnover of all partnership businesses with the same composition (structure) of partners Based on combined turnover of all partnership businesses with the same composition (structure) of partners
Perpetual Existence in Law Existence subject to partnership agreement Existence subject to partnership agreement

If there is no limited partner, the LP registration will be suspended and general partners are deemed registered under the Business Registration Act.

Once a new limited partner is appointed, the registration of the LP will be restored to β€œlive” and general partners’ registration under the Business Registration Act ceases.

Transfer of Ownership Partners can be changed Partners or corporate bodies can be changed
Closing the Business or Deregistration By the partners – Cessation of business

Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct

By general partner – Cessation of business or dissolution of LP

Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct

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