|
Features
|
Sole-Proprietorship
|
Limited Liability Partnership (LLP)
|
|
Introduction
|
- A basic & simple form of starting the business vehicle
|
- Hybrid form of business vehicle consisting both company and typical partnership
|
| Suitability of Business Vehicle |
- Suitable for a small scale business with low risks
|
- Suitable to carry professional services such as Law Firm, Audit Firm, etc
|
|
Definition
|
- A business owned by one person
|
- A partnership where the individual partner’s own liability is generally limited
|
| Ownership or Owners |
|
|
| Legal Identity or Status |
-
- Not a separate legal entity
-
- Owner has unlimited liability
-
- Can sue or be sued in individual’s own name
-
- Can also be sued in business name
-
- Can own property in individual’s name
- Owner personally liable for debts and losses of business
|
-
- A separate legal entity from its partners
-
- Partners have limited liability
-
- Can sue or be sued in LLP’s name
-
- Can own property in LLP’s name
-
- Partners personally liable for debts and losses resulting from their own wrongful actions
- Partners not personally liable for debts and losses of LLP incurred by other partners
|
| 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 two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP).
-
- At least one manager ordinarily resident in Singapore and at least 18 years old.
- 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 |
|
- Perpetual succession hence renewal is not applicable
|
| Perception of Business by the Public |
- Regarded least trust worthy and credibility
|
- It is common with specific professions hence it is easily and strongly regarded more trust worthy and credibility
|
| Funding Opportunities |
- Obtaining loans from banks is only by mortgaging the personal assets.
|
- 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 sole-proprietorship
|
-
- Annual declaration of solvency/insolvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business.
- No statutory requirement for general meetings, directors, company secretary, share allotments etc.
|
| Taxation |
- Profits taxed at owner’ 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
|
| GST Implication |
- Based on combined turnover of all of your sole proprietorship firms plus income derived from other trades, professional services or vocation
|
- Based on combined turnover of all partnership businesses with the same composition (structure) of partners
|
| Perpetual Existence in Law |
- Existence subject to life of the owner and cessation of the business
|
- The LLP has perpetual succession until wound up or struck off.
|
| Transfer of Ownership |
- When the owner exits the sole proprietorship will cease
|
|
| Closing the Business or Deregistration |
-
- By Owner – Cessation of business
- Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct
|
-
- Winding Up – Voluntarily by members or creditors, compulsorily by the High Court
|