Limited liability partnership
A limited liability partnership (LLP) is a separate legal entity in which partners are not liable for other partners' debts, only for their own wrongful acts. It files a yearly solvency declaration instead of filing accounts.
- Entiva fee to form
- $269
- Government fees to form
- S$230
- Run plan
- $99 a month
- Steps to form
- 7
- Ongoing filings
- 8
- Ways to close
- 4
Who it suits, and what defines it.
Governed by the Limited Liability Partnerships Act 2005.
Who it suits
- Partners who are not liable for other partners' debts.
- Businesses that prefer a yearly declaration to filing accounts.
Key facts
- Liability
- Partners are not liable for other partners' debts
- Partners
- At least two
- Local manager
- At least one, ordinarily resident in Singapore
- Share capital
- None
- Audit and accounts
- No audit or financial statements to file
- Annual declaration
- First within 15 months, then yearly; S$30
- Changes
- Managers, partners and office changes within 14 days
- Statute
- Limited Liability Partnerships Act 2005
What the law requires.
8 rules, each in plain words.
A manager who lives in Singapore
At least one manager must be ordinarily resident in Singapore.
A registered office in Singapore
ACRA, the business registry, states on its LLP registration page that it must be open to the public during normal business hours on each business day.
Foreign partners without Singpass register through a CSP
Singpass is Singapore's digital ID; a corporate service provider (CSP) is registered with ACRA to file for others.
A yearly declaration of solvency or insolvency
The first is due within 15 months of registration, then once each calendar year and no more than 15 months after the previous one.
A register of registrable controllers kept up to date
It is updated within 7 days of a change and lodged with ACRA's central register within 2 business days.
Who counts as a registrable controller
Anyone with more than 25% of capital, profits or surplus assets, or control of the managers or of partner votes.
Changes filed within 14 days
This covers changes to managers, partners and the registered office.
LLP name, registration number (UEN) and limited liability statement on invoices
Official correspondence must show them too.
How Entiva forms it.
7 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
7 steps- 1Reserve the LLP name
The name must show that it is an LLP. ACRA charges S$15 and holds an approved name for up to 120 days.
- 2Register the LLP with ACRA
Entiva files on Bizfile, ACRA's online filing service, so partners need no Singpass endorsement. It needs at least two partners and a resident manager. ACRA charges S$100.
- 3Set up the registered office address
Entiva supplies a Singapore address that is open during business hours, as ACRA's LLP page requires.
- 4Open the controllers register
The register of registrable controllers is lodged with ACRA from registration.
- 5Set up Corppass for government services
Corppass is the entity's digital ID for ACRA, IRAS (the tax authority) and other government e-services. Apply from one day after ACRA issues the UEN, the registration number.
- 6Register for GST if needed
Goods and services tax (GST) is compulsory above S$1m taxable turnover and voluntary below it.
- 7Register a trading name (optional)
Needed only before trading under a name other than the registered one.
Documents
5- Consent from each partner and manager to be appointed
- Ownership chart down to each individual, if a partner is a company or trust
- Dated confirmation from each registrable controller
- ACRA notice of successful registration
- ACRA Business Profile
Who takes part
4- Every partner is verified, and an LLP needs at least two at all times
- Every manager is verified, and at least one lives in Singapore
- A company, LLP or trust partner is verified, with its directors and beneficial owners
- Anyone with more than a 25% interest or significant control is verified
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
8 filings- File the LLP annual declaration
First within 15 months, then once a calendar year and within 15 months of the last; S$30
- Ask for more time to file the declaration
Before the due date, for up to 60 more days
- Send the yearly controller confirmation notices
Every year, even if nothing has changed
- Declare an exemption from the controllers register
With each annual declaration, if the LLP is exempt
- File the partnership tax return (Form P)
E-filing opens 1 February; due 18 April
- File the GST return
1 month after each accounting period, if GST registered
- File employees' income records with IRAS
1 March each year, if there are employees
- Renew a registered trading name
Before it expires; can be renewed up to 60 days earlier
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a partner
- Record a partner leaving
- Appoint a manager
- Record a manager leaving
- Update the register of controllers
- Move the registered office
- Change the LLP name
- Record a decision of the partners or managers
- Give IRAS one month's notice that a partner leaves
- Update other entity details
How it closes.
4 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary strike-off
The LLP has ceased, has no debts, has cleared outstanding tax credits, and a majority of partners agree.
- 1
Cancel the GST registration
- 2
File the final GST return
- 3
Apply to strike the LLP off the register
- 4
ACRA publishes official Gazette notices; 60 days for objections
- 5
Withdraw the application if plans change (optional)
Partners' voluntary winding up
The LLP is solvent.
- 1
Lodge the declaration of solvency
- 2
Lodge the winding-up resolution and publish notices
- 3
Appoint the liquidator
- 4
File the liquidator's accounts
- 5
File the return of the final meeting
Creditors' voluntary winding up
The LLP is insolvent.
- 1
Swear and lodge the declaration of inability (Form 65A)
- 2
Lodge the winding-up resolution and publish notices
- 3
Appoint the liquidator, who must be a licensed insolvency practitioner
- 4
Lodge the statement of affairs and creditors' meeting notice
- 5
File the liquidator's accounts
- 6
File the return of the final meeting
Restoration
The LLP was struck off or dissolved and needs to be restored.
- 1
Apply to ACRA to restore the entity
- 2
Or apply to the High Court for restoration
- 3
Lodge the court order with ACRA
What Entiva does for you.
From the first filing to the last.
Limited liability partnership
- Files the LLP registration on Bizfile, so partners need no Singpass endorsement.Formation
- Provides a Singapore registered office address and keeps it compliant with ACRA's opening rule.Formation
- Opens the register of registrable controllers and lodges it with ACRA's central register.Formation
- Sends the yearly controller confirmation notices.Ongoing
- Files the annual declaration once the managers have approved their solvency opinion.Ongoing
- Files Form P, the partnership tax return, with IRAS, Singapore's tax authority.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$269one-off
- Government fees
- S$230
Closing it
From $379
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Singapore
- File the LLP annual declaration
- Ask for more time to file the declaration
- Send the yearly controller confirmation notices
- Declare an exemption from the controllers register
- File the partnership tax return (Form P)
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register for GST if needed
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $269, one-off. Government fees are passed through at cost.
S$15 for every entity type, including VCCs.
S$100 registration, plus the S$15 name application. A special UEN, if chosen, costs S$3,000 or S$1,000 more.
Late registration risks a fine of up to S$10,000 plus a 10% penalty on GST due, with registration backdated.
S$15 name application plus S$100 registration for 1 year. The 3-year registration is S$160, so S$175 in total, if CPF Board conditions are met.
Excludes steps marked only if needed.
Every year
The Run plan costs $99 a month ($1,188 a year).
S$30 per filing. Late: S$300 within 3 months, S$600 after.
A further extension costs S$200.
S$30 for 1 year or S$90 for 3 years, non-refundable.
Changes
Routine changes are included in the Run plan.
S$15 name application, non-refundable if rejected or withdrawn.
ACRA states no fee for General Lodgement for companies; the quote assumes S$0.
Closing it
Closing is a fixed-fee project, quoted before it starts.
S$20 per filing.
S$20 per filing.
S$0 for the ACRA application.
S$0 for the ACRA lodgement.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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