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Comparison of Singapore Limited Partnership vs Limited Liability Partnership (LLP)?
Comparison of Limited Liability Partnership vs Limited Partnership (LP) in Singapore?
Comparison of Singapore Limited Partnership (LP) against Limited Liability Partnership (LLP)?
Difference between Singapore LLP (Limited Liability Partnership) and LP (Limited Partnership)?
Comparison of Singapore Limited Partnership (LP) and LLP (Limited Liability Partnership)?
Difference between Singapore Limited Partnership and Limited Liability Partnership?
Comparison of LLP vs LP in Singapore?
Comparison of Singapore LP vs LLP?
LLP and LP in Singapore?
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Features |
Limited Partnership (LP) |
Limited Liability Partnership (LLP) |
| Introduction
|
Often used as investment vehicle for large projects requiring substantial source of cash | Hybrid form of business vehicle consisting both company and typical partnership |
| Suitability of Business Vehicle | Flexibility for allowing a diversification of a portfolio | Suitable to carry professional services such as Law Firm, Audit Firm, etc |
| Definition
|
A partnership consisting of two or more persons, with at least one general partner and one limited partner | A partnership where the individual partner’s own liability is generally limited |
| Ownership or Owners
|
At least 2 partners; one general partner and one limited partner.
No maximum limit. |
At least 2 partners.
No maximum limit. |
| Legal Identity or Status | 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 |
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 | 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. |
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 | Low costs for renewal | Perpetual succession hence renewal is not applicable |
| Perception of Business by the Public | Regarded moderate 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 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 before they can renew LP |
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 partners’ personal income tax rates (if individual) / corporate tax rate (if corporation) | 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
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 “live” and general partners’ registration under the Business Registration Act ceases. |
The LLP has perpetual succession until wound up or struck off. |
| Transfer of Ownership | Partners or corporate bodies can be changed | Partners can be changed |
| Closing the Business or Deregistration | 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 |
Winding Up – Voluntarily by members or creditors, compulsorily by the High Court
Striking off |
