Limited Partnership Registration in Singapore

Starting a business in Singapore is not complicated, and there are several ways for a foreign company or an entrepreneur to get started. The simplified registration process in Singapore helps your business move fast. One of the simplest structures available in the country is the Partnership, which can be formed as a General Partnership or a Limited Partnership.

This article focuses on the Limited Partnership (LP). We'll cover what it is, its key features, the requirements for formation, the documents you need, the tax rate that applies, how it compares to a Limited Liability Partnership (LLP), and the steps required to register one in Singapore.

What Is a Limited Partnership?

To understand this kind of business structure, you need the basic concept of a partnership. A Partnership is formed when two or more parties get into business together to generate profit. The parties involved are known as partners, and there must be a minimum of two.

A Limited Partnership is a specific type of partnership where partners have different roles and different levels of liability. It needs at least:

• 1 general partner who manages the business and has unlimited liability for the partnership's debts and obligations
• 1 limited partner who contributes capital and is liable only up to the amount they agreed to contribute

The Limited Partnership Act 2008 is the legislation that regulates the conduct of this kind of business. It sits alongside the Partnership Act, which governs General Partnerships, and the Limited Liability Partnerships Act, which governs LLPs.

Just like any kind of partnership, a Limited Partnership needs a Partnership Agreement. This document varies from the one prepared for a General Partnership. In an LP, the roles of the partners must be specified, since the liability changes from partner to partner. If at any point the LP has no Limited Partner, it converts into a General Partnership by operation of law.

A Limited Partnership is not a separate legal entity. The general partner contracts in its own name on behalf of the partnership. This is one of the key features that distinguishes the LP from the LLP and from a private limited company.

Key Features of a Limited Partnership

• Two classes of partners. General partners run the business; limited partners contribute capital and stay out of management.
• No separate legal personality. The LP is not a separate legal entity. The general partner signs contracts and holds assets on behalf of the partnership.
• Unlimited liability for general partners. General partners are personally responsible for all business debts.
• Limited liability for limited partners. Limited partners are liable only up to the amount they agreed to contribute.
• Pass-through taxation. Profits flow to the partners. There is no corporate tax at the entity level.
• Renewable registration. An LP is registered for 1 or 3 years and must be renewed before expiry.
• No maximum number of partners. Unlike a General Partnership (capped at 20), an LP can have an unlimited number of limited partners.
• Governed by the Limited Partnership Act. The Act sets out the rights and duties of each partner class.

Types of Partnerships in Singapore

Singapore recognises three main types of partnerships, each with different liability profiles and use cases. Knowing the differences helps you pick the right structure for your situation.

If you want partnership flexibility plus a separate legal entity, the LLP is usually the better pick. If you want to attract passive investors who contribute capital without managing the business, the LP is the right tool. If you want full liability protection and access to corporate tax exemptions, look at a private limited company instead.

Other structures, like sole proprietorships and private limited companies, sit outside the partnership family. For the full picture, see our guide to types of companies and business entities in Singapore.

Limited Partnership vs General Partnership

The main differences between an LP and a General Partnership come down to liability and management.

• A Limited Partnership has a General Partner with unlimited liability, while the Limited Partners' liability is capped at their contribution.
• Limited Partners have a role similar to investors. They contribute capital but cannot participate in management without losing their limited status.
• General Partners run the profit-making activities and reinvest in the business as needed.
• In a General Partnership, all the general partners share the same level of unlimited liability.
• An LP can have an unlimited number of limited partners, while a General Partnership caps total partners at 20.

Partnerships are different from other types of business structures because they are not recognised as corporations. They are not separate legal entities, which makes the partners personally responsible for the debts and other obligations that the business incurs. Because they are not corporations, the income generated is treated as personal income for individual partners and corporate income for corporate partners.

Limited Partnership vs LLP: How Do They Differ?

The Limited Partnership (LP) and the Limited Liability Partnership (LLP) sound similar but work very differently. The LLP is the modern alternative for partners who want liability protection across the board.

The LP is most often used as a fund or investment vehicle in Asia. Limited partners contribute capital and receive a share of profits. The general partner (often a corporate entity itself) runs the deal and bears the legal liability. This makes the LP a common building block for special purpose vehicles and venture capital syndicates.

The LLP, by contrast, is built for professional firms where every partner is an active practitioner: accountancy, law, advisory, or design partnerships, for example.

Requirements Before Registering a Limited Partnership

There are no complex requirements to fulfil to register a Limited Partnership. Each individual partner must be at least 18 years old, and there are no nationality restrictions. Some documents and elements of the business need to be prepared in advance.

Documents and Information Needed

• Business name that is unique and not currently in use
• Identification documents for each partner (Singapore ID, passport, or FIN card)
• Proof of residential address for each partner (utility bill, bank statement, or similar)
• Physical address in Singapore to register as the business address
• Designation of a local manager if no partner is ordinarily resident in Singapore
• Non-disqualification declaration from the appointed manager
• Signed Partnership Agreement that sets out roles, profit sharing, and capital contributions
• Signed declaration of compliance from all parties involved

For corporate partners (companies acting as a partner in the LP), you also need certified copies of the corporate partner's incorporation documents, a board resolution authorising participation, and identification of beneficial owners.

What the Partnership Agreement Should Cover

The Partnership Agreement is the foundation of the LP. A solid agreement covers:

• Capital contributions from each partner
• Profit and loss sharing percentages
• Roles and management responsibilities of the general partner
• Limited partners' rights to information and inspection
• Procedures for admitting or replacing partners
• Distribution waterfalls (especially for fund-style structures)
• Dispute resolution mechanisms
• Dissolution rules if the LP ends

Without a written agreement, default provisions under the Limited Partnership Act apply. These rarely match what the partners intended, which is why founders should never skip this step.

Steps to Register a Limited Partnership

Once all the information has been gathered, registration goes through the Accounting and Corporate Regulatory Authority (ACRA) via Bizfile. Here is how the process works.

Step 1: Business Name Verification

Under the Business Names Registration Act, a business that wishes to register in Singapore must choose a name that is not currently in use and does not contain offensive words. If your chosen business name is already taken, you submit an alternative. ACRA reviews and approves the name through Bizfile. The fee is SGD 15, and the name is reserved for 120 days.

Step 2: Application Submission Through Bizfile

An authorised person logs in to Bizfile to submit the application to ACRA. The registration fee is SGD 100 for 1 year or SGD 160 for 3 years. Authorisation can be approved within 24 hours after submission. In some cases, the process can take up to 2 months if further verification is needed with other government agencies.

Step 3: Endorsement by All Partners

After submission, every partner receives a notification asking them to endorse the application through Bizfile. If any partner fails to endorse within the deadline, the application is cancelled.

Step 4: Receive Your UEN and Business Profile

Once approved, ACRA issues your Unique Entity Number (UEN) and a free Business Profile. You can use these to open a business account, sign contracts, and start trading.

Considerations for Foreigners

Foreign nationals who wish to establish a Limited Partnership in Singapore need at least one partner to be a Permanent Resident or Singapore citizen, or a Singapore-resident authorised representative if none of the partners is resident. They also need to engage a professional firm or corporate service provider to help with the registration process through Bizfile.

If a foreigner wishes to reside in Singapore to take control of the operation of a Partnership, they need to seek an Employment Pass or EntrePass approval from the Ministry of Manpower (MOM). Otherwise, the appointment of a local manager is required to run the business on behalf of the other partners.

Tax Implications and Tax Rate for Limited Partnerships

A Limited Partnership is not a separate legal entity, which means it does not pay corporate tax in Singapore. The LP itself is transparent for tax purposes. Profits flow through to the partners, who are taxed based on their own status.

How LP Taxation Works

• Individual partners pay personal income tax at progressive rates from 0% to 24% on their share of profits.
• Corporate partners pay corporate tax at 17% on their share.
• The LP files an informational tax return with the Inland Revenue Authority of Singapore (IRAS) showing how profits were divided.
• Each partner then includes their share in their own personal or corporate tax return.

LP Tax vs Pte Ltd Tax

A Limited Partnership cannot claim the tax exemptions and rebates available to Singapore companies:

• No Start-Up Tax Exemption (SUTE)
• No Partial Tax Exemption (PTE)
• No Corporate Income Tax Rebate
• No qualification for most SME grants

For partners earning under SGD 80,000 each, personal income tax rates can be lower than the flat 17% corporate tax rate. As profits grow, the LP becomes less tax efficient than a private limited company. Most growing businesses convert to a Pte Ltd or LLP once they cross that threshold.

GST Registration

If the LP's annual taxable turnover exceeds SGD 1 million, it must register for Goods and Services Tax (GST) with IRAS. Below that threshold, GST registration is optional.

Responsibilities of Partners in a Limited Partnership

Each class of partner in an LP has a distinct role and a different set of responsibilities under the Limited Partnership Act.

General Partner Responsibilities

• Manage the business and make all operational decisions
• Sign contracts and hold assets on behalf of the partnership
• Cover all business debts and obligations personally
• File the LP's annual renewal with ACRA
• Maintain accurate accounting records
• Distribute profits to limited partners according to the agreement
• Report partnership income on their own tax return

Limited Partner Responsibilities

• Contribute capital as agreed in the Partnership Agreement
• Avoid involvement in management. Active management means losing limited status and becoming liable as a general partner.
• Receive profits as set out in the agreement
• Report partnership income on their own personal or corporate tax return

Limited partners can still vote on certain matters, such as changes to the Partnership Agreement, admission of new partners, or dissolution. These matters are usually defined in the agreement to avoid accidentally triggering management involvement.

Advantages and Disadvantages of a Limited Partnership

Advantages

• Liability protection for limited partners. Their personal assets are safe beyond their contribution.
• Flexible capital structure. You can bring in passive investors without giving up equity in a separate corporate entity.
• Pass-through taxation. No double taxation at the partnership level.
• Fast registration. Most applications approved within 24 hours.
• Privacy. Financial statements are not publicly filed.
• No cap on the number of limited partners. Useful for syndicates and investment groups.

Disadvantages

• Unlimited liability for the general partner. The general partner takes on all the risk.
• No separate legal personality. Contracts and property must be held by the general partner.
• No tax incentives. LPs cannot claim a startup tax exemption or a partial tax exemption.
• Limited partners cannot manage. Any involvement in management can void their limited status.
• Annual renewal required. Unlike a Pte Ltd, the LP must be renewed before expiry.
• Weaker credibility with banks. Many banks prefer dealing with companies or LLPs.

Opening a Business Account for Your Limited Partnership

A Limited Partnership needs its own business account to keep finances clean and protect the limited liability shield of the limited partners. Mixing partnership funds with personal accounts of the general partner is a common cause of confusion and disputes.

You have two main options:

Corporate bank account. Traditional banks like DBS, OCBC, and UOB offer business accounts for LPs, with an in-person onboarding process and due diligence requirements.

Digital business account. Many startups and SMEs choose digital accounts. Providers like Statrys offer multi-currency business accounts that open fully online, often within 3 business days.

Conclusion

A Limited Partnership does not have a complicated business structure. There are several considerations to take before choosing to establish one. Although the general partner is in charge of running the business, this is also the person with the highest exposure to risk in the partnership.

Compared to other business forms, the LP creates an uneven situation between its partners. Individuals who seek to register a Limited Partnership should consult with the experts and get their questions solved. Understanding all the risks involved in this business structure helps you take the best decision for your business.

For founders who want partnership flexibility with limited liability for everyone, the LLP is usually the safer pick. For founders who want a fully separate legal entity, access to tax incentives, and the credibility to scale, the private limited company is the better long-term route.