Singapore is globally recognised for its pro-business ecosystem, efficient tax regime, and strong legal framework, making it an ideal destination for entrepreneurs to start and grow their ventures. Among the various business structures available, the Limited Liability Partnership (LLP) is one of the most popular options for professionals, consultants, and small business operators. It offers the operational flexibility of a partnership, combined with limited liability protection—making it especially attractive to accountants, lawyers, architects, medical practitioners, consultants, and other service-based businesses.
This guide walks you step-by-step through the process of setting up an LLP in Singapore, the requirements involved, legal obligations, compliance matters, costs, and advantages.
What Is an LLP in Singapore?
A Limited Liability Partnership is a legal business structure created under the Limited Liability Partnerships Act 2005. It combines elements of a partnership and a company. This means:
- Partners have flexibility in managing the business
- Partners are taxed personally on profits
- The LLP is considered a separate legal entity
- Partners are not personally liable for business debts (except arising from wrongful acts)
An LLP stands apart from a sole proprietorship or general partnership because the personal assets of partners are generally protected. At the same time, unlike a private limited company (Pte Ltd), the LLP has fewer reporting and compliance obligations.
Why Choose an LLP Structure?
Many individuals choose LLPs because of the advantages they offer, such as:
✔ Limited Liability Protection
Partners are not personally liable for the LLP’s debts or losses unless they are personally involved in misconduct or negligence.
✔ Separate Legal Entity
The LLP can own property, sue and be sued, and enter into contracts independently.
✔ Flexible Internal Arrangement
Partners have the freedom to structure internal roles, responsibilities, and profit sharing.
✔ Lower Compliance Requirements
Compared to private limited companies, LLPs have fewer statutory filings and no requirement to file annual financial statements.
✔ Reputation and Credibility
LLPs provide more professional credibility than sole proprietorships, especially among clients seeking reliable service providers.
Who Should Set Up an LLP?
LLPs are especially ideal for:
- Accounting firms
- Consulting firms
- Law practices (where applicable)
- Medical clinics
- Architectural and engineering practices
- Real estate agencies
- Creative and digital consulting teams
If you are a group of professionals looking to collaborate and pool expertise, an LLP is an excellent fit.
Requirements to Set Up an LLP in Singapore
Before registering, take note of the standard requirements:
✔ Minimum Two Partners
Partners can be individuals, companies, or foreigners.
✔ Singapore Manager
The LLP must appoint at least one manager who:
- Is at least 18 years old
- Is ordinarily resident in Singapore
- Cannot be undischarged bankrupt
✔ Registered Address in Singapore
This must be a physical address—P.O. Boxes are not allowed.
✔ Approved LLP Name
Business names must be:
- Unique
- Not vulgar or offensive
- Not infringing trademarks
- Not too similar to existing businesses
✔ Consent of Partners
All appointed partners must agree to be registered under the LLP.
Step-by-Step Process to Register an LLP in Singapore
Starting an LLP in Singapore is straightforward and can be completed fully online through ACRA’s BizFile+ system. Below is a detailed walkthrough:
Step 1: Decide on a Business Name
Selecting a name is the first step, and it must be approved by ACRA. Tips:
- Avoid generic names to increase approval chances
- Add descriptive terms (e.g., “Advisory”, “Consulting”, “Services”)
- Ensure name availability using BizFile+ name search
- Ensure that the name does not require additional licensing
ACRA will either approve or reject the name within hours. Some names, especially those related to regulated professions, may require additional approval from governing bodies.
Step 2: Finalise Partner Details
At least two partners are needed. They can be:
- Locals or foreigners
- Individuals or companies
- Resident or non-resident
Foreign partners must appoint a local manager.
It is also advisable to draft an LLP agreement detailing:
- Profit sharing
- Capital contribution
- Decision-making authority
- Exit and dissolution clauses
- Responsibilities and expectations
While ACRA does not require this agreement to be filed, it prevents disputes in the future.
Step 3: Prepare Required Documents
The following documents will be required during registration:
- Proposed LLP name
- Registered address
- Manager details
- Partner details
- Declaration of compliance
- Consent of each partner
- Operating agreement (optional but recommended)
Foreign individuals must submit copies of their passports and proof of residence.
Step 4: Submit Registration Through BizFile+
Once documents are ready, registration can be completed online. The process usually takes 1–3 working days.
The registration fee is:
- Name application: SGD 15
- LLP registration: SGD 115
Once approved, ACRA will issue an LLP registration number and Business Profile, which acts as proof of identity for banking, licensing, and contract purposes.
Step 5: Open a Corporate Bank Account
A corporate bank account separates personal and business funds, which is important for liability protection and accounting.
Banks in Singapore may request:
- LLP Business Profile
- Identification documents
- Proof of business activities
- Partnership agreement
Foreign partners may be required to be present for account opening.
Step 6: Apply for Business Licences (If Required)
Not all LLPs require licences. However, businesses in fields such as the following must apply for permits:
- Health services
- Real estate
- Retail and F&B
- Telecommunications
- Finance-related services
- Education and training
Approval must be obtained from the relevant government bodies.
Step 7: Register for Taxes
All LLPs are taxed under partners’ individual income tax rate. LLPs themselves do not pay corporate tax.
Partners must report income received from the LLP in their tax filings.
If the LLP expects revenue to exceed S$1 million, GST registration is mandatory.
Voluntary GST registration is optional and may benefit businesses serving GST-registered clients.
Compliance Responsibilities After LLP Registration
Once your LLP is registered, you must meet ongoing legal obligations:
✔ Annual Declaration of Solvency or Insolvency
Every year, the LLP must declare whether it can meet its financial obligations.
✔ Changes Must Be Reported to ACRA
You must update ACRA for changes such as:
- Business address
- Partnership details
- Manager changes
- Ownership adjustments
✔ Maintain Accounting Records
Even though LLPs do not file financial statements, proper bookkeeping is required for auditing, taxes, and dispute resolution.
✔ Renewal of Business Licences
If your business requires licensing, renewals must be maintained on time.
✔ Employment Laws
If the LLP hires employees, it must comply with Singapore’s employment and CPF contribution rules.
Advantages of Setting Up an LLP in Singapore
1. Limited Liability
This protects personal assets and encourages professionals to operate confidently.
2. Greater Credibility
Professional clients often prefer service providers registered as LLPs over sole proprietorships.
3. Flexibility in Structure
The LLP agreement allows full control over internal operations.
4. Lower Administrative Costs
LLPs are cheaper and easier to maintain than private limited companies.
Potential Challenges of LLP Structure
✔ Partners May Be Liable for Own Actions
If a partner commits negligence or fraud, they remain personally accountable.
✔ Difficulties Raising Capital
LLPs are not typically suited for venture capital or equity investors.
✔ Partner Disputes
Without a solid agreement, decision-making conflicts may arise.
LLP vs Private Limited Company (Pte Ltd): Which Is Better?
Many entrepreneurs struggle to decide between LLP and Pte Ltd.
Here is a quick comparison:
| Feature | LLP | Pte Ltd |
|---|---|---|
| Legal entity | Yes | Yes |
| Liability | Limited | Limited |
| Taxation | Partners taxed personally | Corporate tax |
| Raising capital | Limited | Easier |
| Compliance | Lower | Higher |
| Suitable for | Professional firms | Growth businesses |
If you plan to expand, hire investors, or scale, a Pte Ltd may be better. For collaborative professional practice, LLP offers the ideal mix of flexibility and protection.
Cost Summary for LLP Setup in Singapore
Below is a helpful breakdown of typical costs:
| Item | Cost |
|---|---|
| BizFile+ name application | S$15 |
| LLP registration | S$115 |
| Registered address | S$240–S$500/year |
| Corporate bank account | Varies by bank |
| Accounting services | Varies by provider |
| Annual declaration filing | Minimal |
| Licensing fees (if any) | Varies by industry |
Overall, setting up an LLP is affordable and practical.
Frequently Asked Questions About LLPs in Singapore
1. Can a foreigner set up an LLP?
Yes. Foreigners can register an LLP but must appoint a Singapore-resident manager.
2. Does an LLP need a company secretary?
No. Unlike private limited companies, LLPs do not require a secretary.
3. Can a director be sued personally?
Partners cannot be held liable for debts unless misconduct is involved.
4. Can an LLP convert to a Pte Ltd later?
Yes, businesses often start as LLPs and convert once they grow.
Conclusion
Setting up an LLP in Singapore is a strategic choice for professionals who want to form a partnership while enjoying limited liability. The structure provides operational flexibility, tax efficiency, and reduced compliance obligations compared to private limited companies.
The registration process is fast, cost-effective, and fully online through ACRA’s BizFile+. With just two partners, a local address, and a resident manager, the LLP can begin operations almost immediately after approval.
For entrepreneurs looking to collaborate, share expertise, and operate with legal protection, the LLP model continues to be one of Singapore’s most attractive business structures. Whether you are a consultant, accountant, lawyer, designer, or engineer, the LLP is a strong option to build a sustainable, scalable, and reputable business foundation.