Limited Partnership

Unlike a Singapore LLP, a Singapore Limited Partnership (LP) is not a separate legal entity from its partners. And unlike an Unlimited Liability Partnership, there are 2 seperate classification of partners within the LP and registration requires one of each:

  1. General Partner (GP)
  2. Limited Partner (LP)

Each General Partner (GP) bears unlimited liability while each Limited Partner (LP) bears limited liability for the debts and losses of their LP. Typically, LPs are attractive to private equity and investment fund businesses as investors are not willing to partake active roles and entrusts the management to a GP.

Benefits of a Singapore Limited Partnership (LP)

  • Good mix of flexibility and annual compliance requirements
  • Annual audit of LP financials are not mandated
  • Minimal annual compliance as compared to a Singapore Private Limited Company
  • As a new business structure, some of its legal and tax issues have not been fully resolved.

Registration Requirements of a Singapore Limited Partnership (LP)

  • A minimum of 2 partners, and at least 1 General Partner and 1 Limited Partner
  • General partners can be local or foreign individuals
  • Limited partners can be either local or foreign individuals or companies
  • A local registered office address (local residential addresses may be permitted, certain conditions apply)
  • No paid-up capital requirement
  • 1 local resident manager if all GPs are foreigners

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