Limited Liability Partnership (LLP) Registration in Singapore

If you’re planning to start a business with partners in Singapore, a limited liability partnership might be the structure you’re considering. It offers the collaborative setup of a partnership, while the “limited liability” element protects each partner from being personally responsible for the business debts or the actions of others.

In this guide, we’ll walk through the essentials:

 ✅ What an LLP is and how it works in Singapore
✅ The eligibility rules for partners, managers, and foreigners
✅ The registration process through Bizfile and what to prepare
✅ The compliance duties and tax treatment of LLPs
✅ How to close an LLP through winding up or striking off

After you’ve read this guide, you’ll have a clear roadmap of what it takes to start, run, and close an LLP in Singapore.

A limited liability partnership (LLP) is a hybrid business structure in Singapore that merges the flexible, partner-driven management of a general partnership with the key legal protection of a private limited company.

Governed by the Limited Liability Partnerships Act 2005 and overseen by the Accounting and Corporate Regulatory Authority (ACRA), an LLP operates as a separate legal entity from its partners. This gives it its own legal standing, so it can own property, enter into contracts, and take on obligations in its own name.

A key benefit for partners is limited personal liability. You are not personally responsible for debts or claims caused by another partner’s actions. Your risk is usually limited to your agreed contribution to the LLP. However, you remain liable for your own wrongful acts, such as professional negligence or misconduct.

Before you begin the registration process, you must ensure your LLP meets the following conditions set by ACRA. These rules cover who can be involved and what infrastructure must be in place.

The fundamental requirements are:

• Partners: A minimum of two partners is required, with no maximum limit. Partners can be individuals or corporate entities (local or foreign companies). There is no requirement for partners to be resident in Singapore.
• Manager: At least one manager must be appointed. This manager must be a natural person aged 18 or older who is ordinarily resident in Singapore (e.g., a Singapore Citizen, Permanent Resident, or an EntrePass/Employment Pass holder).
• Registered Address: The LLP must have a local physical address in Singapore. This will be its official registered office address, and P.O. Boxes are not permitted.

Foreigners can be partners in an LLP while residing overseas. However, if a foreigner wishes to relocate to Singapore and manage the LLP, they must obtain the relevant work pass from the Ministry of Manpower (MOM). 

A sole proprietorship is attractive because it’s cheap and easy to start, but the same simplicity also comes with significant risks. Here are the main points to consider.

• Registering costs only SGD 115-175 in government fees, with fewer compliance requirements than other business entities in Singapore.
• You run the business alone, without the need to consult shareholders or hold meetings.
• Profits are taxed as your personal income, which can make filing easier for small businesses.

• You’re personally responsible for all debts and losses, which puts your assets at risk.
• The business ends if you stop running it or pass away. It cannot be transferred or continued by others.
• As profits rise, personal income tax rates (up to 22%) can exceed the flat 17% corporate tax rate companies pay.
• Sole proprietorships aren’t eligible for corporate tax exemptions or rebates.
• If your annual net trade income is about SGD 6,000, you must contribute to MediSave. Falling behind can block renewal.

Registering a sole proprietorship in Singapore is done online through Bizfile, ACRA’s filing portal.

Singapore Citizens, PRs, and eligible FIN holders can file directly with SingPass. Foreigners without SingPass must appoint a locally resident authorised representative and engage a corporate service provider (law, accounting, or secretarial firm) to file on their behalf.

Apply for a business name on Bizfile. It must be unique, free of offensive or restricted terms and linked to your activity through the right SSIC codes. Some names (e.g. those containing “school”) may be referred to a government agency for approval, which can delay processing.

The fee is SGD 15, and once approved, the name is reserved for 120 days.

Every sole proprietorship needs a valid local address. P.O. Boxes are not allowed. If operating from home, you can use your residential address under the Home Office Scheme, with approval from HDB (for flats) or URA (for private property).

You must also provide your personal residential address, which will appear in ACRA’s public records unless you register a separate contact address.

Log in with SingPass and select “Register new business entity.” Fill in your name, SSIC codes, address, and particulars. The fee is SGD 100 (1 year) or SGD 160 (3 years).

All owners must endorse the application. For foreigners without SingPass, the appointed authorised representative must endorse it on their behalf.

Most applications are processed quickly. If referral to another agency is required, approval may take 14 to 60 days. Once approved, you’ll receive:

• A free digital Business Profile containing your registration details. Download it from Bizfile within 30 days or the free copy will expire.
• A Unique Entity Number (UEN), which is your business’s identification number for all transactions with government agencies.

After your registration is approved, there are a few important tasks to take care of:

• Apply for any necessary licences or permits. Some businesses (e.g. restaurants, financial services) require approvals from specific government agencies. You can check all requirements on the GoBusiness Licensing portal.
• Prepare for tax filing from day one. As a sole proprietor, you are taxed as self-employed. This means you must keep accurate records of all your income and expenses so you can correctly declare your profits in your personal income tax return.
• Open a business bank account. This is not compulsory, but it is highly recommended. A dedicated business account helps you cleanly separate your personal and business finances and simplifies your bookkeeping.
• Keep your MediSave contributions up to date. ACRA may block your renewal or even cancel your registration if your MediSave is not topped up.
• Take note of the renewal date. Sole proprietorships are valid for 1 or 3 years. You can renew up to 60 days before expiry, and a late renewal will result in penalties from ACRA.

Closing a sole proprietorship requires more than just stopping operations. You must follow the formal process to end your legal responsibilities and avoid future liabilities.

• File cessation with ACRA. Log in to Bizfile and submit the "Cessation of Business" with the date your business ends. The application can be filed by the owner, an authorised representative, or a corporate service provider.
• Cancel GST registration. If your business was registered for GST, you must apply to the IRAS to cancel your registration separately.
• File your final taxes. You are still required to report all income earned up to the date of closure in your personal income tax return. Keep all financial records and supporting documents, as IRAS may request them.
• Close your business bank account. Contact your bank to formally close the business account to prevent unauthorised transactions or incur charges.
• Cancel licences and permits. If your business operated with specific licences or permits, you must inform the respective issuing authorities to cancel them to avoid future renewals or penalties.
• Settle outstanding debts. Clear all final obligations with suppliers, landlords, and service providers. This ensures a clean break and prevents legal disputes or damage to your personal credit history.

A sole proprietorship is the simplest way to turn your idea into a registered business in Singapore. It’s quick, affordable, and comes with minimal compliance requirements, making it a natural choice for freelancers, independent contractors, or owners of small, low-risk ventures.

The critical trade-off is liability. Because you and the business are legally the same, you’ll be personally responsible for any debts or legal issues. For some, the simplicity outweighs the risk; for others, the lack of protection is a deal-breaker.