Limited partnership
A limited partnership (LP) is a partnership that is not a separate legal entity. A general partner manages it with unlimited liability, and a limited partner's liability is capped at the agreed contribution.
- Entiva fee to form
- $269
- Government fees to form
- S$115
- Run plan
- $99 a month
- Steps to form
- 4
- Ongoing filings
- 4
- Ways to close
- 1
Who it suits, and what defines it.
Governed by the Limited Partnerships Act 2008.
Who it suits
- Businesses where a limited partner's liability is capped at an agreed contribution.
- Businesses that need no annual return or financial statement filing.
Key facts
- Legal status
- Not a separate legal entity
- General partner
- At least one, with unlimited liability
- Limited partner
- At least one; liability capped at contribution
- Local manager
- Needed if all general partners are foreigners
- Registration
- 1 year, or 3 if CPF Board conditions are met
- Annual filing
- No annual return or financial statements
- Changes
- Within 14 days; late penalty S$50, then S$200
- Statute
- Limited Partnerships Act 2008
What the law requires.
7 rules, each in plain words.
A local manager if all general partners are foreigners
No foreign entity as a general partner
ACRA, the business registry, states on its LP registration page that this includes acting as nominee or trustee.
A Singapore business address, not a P.O. box
Each position holder also gives a residential address and a contact address.
Registration renewed before it expires
It is registered for 1 year, or 3 years if CPF Board conditions are met.
Changes filed within 14 days
Late filing carries a penalty of S$50 within 3 months and S$200 after that.
Foreigners 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.
At least one limited partner at all times
Without one, ACRA suspends the LP and registers the general partner as a sole proprietorship.
How Entiva forms it.
4 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
4 steps- 1Reserve the partnership name
ACRA charges S$15 and holds an approved name for up to 120 days.
- 2Register the limited partnership
Entiva files on Bizfile, ACRA's online filing service, for 1 year, or 3 if CPF Board conditions are met. ACRA charges S$100.
- 3Set 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.
- 4Register for GST if needed
Goods and services tax (GST) is compulsory above S$1m taxable turnover and voluntary below it.
Documents
4- Consent from each partner and manager to be registered
- Beneficiary details, if a general partner is a nominee or trustee
- ACRA notice of successful registration
- ACRA Business Profile
Who takes part
5- Every general partner is verified, and none can be a foreign entity
- Every limited partner is identified
- A local manager is verified when all general partners are foreigners
- The beneficiary of a nominee or trustee general partner is verified
- A company or trust partner is verified, with its directors and beneficial owners
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
4 filings- Renew the business registration
Before it expires; S$30 for 1 year
- 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
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 a partner's or manager's details
- Give IRAS one month's notice that a partner leaves
- Change the principal place of business
- Update other entity details
- Correct an error in a filing
- Order a Business Profile or certificate
How it closes.
One route, filed step by step.
Cessation
The business stops. It is filed on Bizfile, and the cessation date can be in the past or the future.
- 1
Cancel the GST registration
- 2
File the final GST return
- 3
Cease the business or dissolve the LP on Bizfile
What Entiva does for you.
From the first filing to the last.
Limited partnership
- Files the registration on Bizfile, so partners need no Singpass endorsement.Formation
- Renews the registration on Bizfile before it expires.Ongoing
- Files each new partner on Bizfile within 14 days.People
- Files Form P, the partnership tax return, with IRAS, Singapore's tax authority.Ongoing
- Files GST returns when the partnership is registered for GST.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$115
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Renew the business registration
- File the partnership tax return (Form P)
- File the GST return
- File employees' income records with IRAS
- 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.
Late registration risks a fine of up to S$10,000 plus a 10% penalty on GST due, with registration backdated.
Excludes steps marked only if needed.
Every year
The Run plan costs $99 a month ($1,188 a year).
S$30 for 1 year, S$90 for 3 years, non-refundable.
Changes
Routine changes are included in the Run plan.
ACRA states no fee for General Lodgement for companies; the quote assumes S$0.
S$60 for clerical, typographical and other errors. Revised financial statements cost S$200 and use a different process.
Closing it
Closing is a fixed-fee project, quoted before it starts.
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.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.