Partnership/LLP

 A partnership is an enterprise established by two to twenty partners. If the number of partners exceeds twenty, the partnership is required to undergo registration as a company in accordance with the Companies Act, Cap. 50. 

• Not a separate legal entity
• Partners have unlimited liability
• Can sue or be sued in firm’s name
• Cannot own property in firm’s name
• Partners personally liable for partnership’s debts and losses incurred by other partners
• Must renew before the expiry date
• Profits taxed at partners’ personal income tax rates

 A Limited Liability Partnership (LLP) serves as a business framework in Singapore, offering owners the flexibility of a partnership structure with the added benefit of a separate legal identity akin to a private limited company.

The LLP is recognized as a distinct legal entity, providing it with a separate legal personality from its partners. This characteristic endows the LLP with perpetual succession, ensuring that changes in the partnership's composition do not impact its existence, rights, or liabilities.

Personal liability for business debts incurred by the LLP is not imposed on the partners. However, an individual partner may be personally liable for losses resulting from their own wrongful acts or omissions, while remaining exempt from liability for the wrongful acts or omissions of other LLP partners.

To comply with regulatory requirements, an LLP must maintain accounting records, profit and loss accounts, and balance sheets that sufficiently elucidate its transactions and financial position. Failure to do so may result in prosecution, with penalties including fines, imprisonment, or both. Additionally, the LLP is obligated to submit an annual declaration of solvency or insolvency to the Registrar, indicating its ability or inability to meet financial obligations, and this information is made publicly available.

1. At least two partners, with no maximum limit.
2. Partners can be individuals or body corporates (companies or other LLPs).
3. Recognized as a separate legal entity from its partners.
4. Partners enjoy limited liability.
5. Authorized to initiate or defend legal actions in its own name.
6. Has the capacity to own property in its own name.
7. Partners are personally liable for debts and losses resulting from their own wrongful actions.
8. Partners are not personally liable for debts and losses incurred by other partners in the LLP.
9. Quick and straightforward establishment process.
10. Involves fewer formalities and procedures compared to a company.
11. Low registration costs and fewer regulatory duties than a company.
12. No statutory requirement for general meetings, share allotments, etc.
13. Sole obligation is an annual declaration of solvency, stating the LLP's ability or inability to meet debts during regular business operations.
14. One-time registration process.
15. Profits are taxed at partners' personal income tax rates (if individuals) or corporate tax rate (if a corporation).