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Set up a Limited Partnership in Singapore

Set up a Limited Partnership in Singapore

The Singaporean business market can offer very good prospects for foreign investors, as the country is one of the most attractive locations for business and financial operations. The legislation available in Singapore allows foreign entrepreneurs to choose from several legal entities, according to the role they want to have in the company’s management. Investors who are interested in setting up a company in Singapore, but who do not wish to take an active participation in the company’s activities can choose to incorporate the business as a limited partnership.Our lawyers in Singapore can provide you with assistance on the registration of a limited partnership

Characteristics of the Singapore limited partnership 

According to the Singaporean legislation, a limited partnership (LP) is required to have at least two partners, one being a general partner, who is fully liable with his own assets for the company’s debts, and a limited partner, who is liable only in respect to the share with which he or she has contributed to the company’s capital. 

The registration of a LP is done under the legislation of the Limited Partnership Act; foreign investors who want to open a LP should know that this type of company does not represent a separate legal entity than the one of the partners. A LP is not allowed to own property in its own name; our lawyers in Singapore can provide you with further details on this matter. 

As stated above, a limited partnership must have at least two partners. When registering the LP, the partners should make the proof that they meet the following minimum legal requirements:

• the partners must be at least 18 years old;

• one partner should be a resident in Singapore

The registration of limited partnership in Singapore 

The first step for the incorporation of a LP in Singapore is to file an application for the approval of the company and the reservation of a business name. The partners will also have to register the company on the BizFile online platform, available at the Accounting and Corporate Regulatory Authority (ACRA), which will issue a registration certificate. 

 The Registrar will require the following documents:

• a proposed business name;

• the partners’ passports or Singaporean ID;

• the address of the partners;

• Consent to Act as Manager;

• Statement of Disqualification to Act as Manager;

• Declaration of Compliance.

A LP can have as founding partner a company (which is not registered as a LP); if so, the registration process will require the registration information of that company. 

If you need further information on the limited partnership in Singapore, please contact our Singaporean law firm for assistance.