LLP

LLP stands for Limited Liability Partnership and represents a business structure in Singapore that creates a separate legal entity. It requires fewer compliance activities than a private limited company, for example, there’s no need to file annual returns. Each partner is taxed with personal tax off their individual income. If one of the partners is a company, it is taxed with corporate tax, but the LLP is not eligible for corporate tax exemptions. Setting up a limited liability partnership is an alternative to setting up a company and registering as a sole propritetorship.

What are the advantages of an LLP?

LLP is the newest form of business entity in Singapore, having been introduced in 2005. It is aimed to combine some of the characteristics of LLC and a partnership. It is mostly designed for several professionals (lawyers, architects, etc.) to be able to build a joint practice. It is important to specify the management responsibilities and the profits structure in the partnership agreement. The biggest advantage is LLP creates a separate legal entity, this shielding the partners from financial risks. It is similar to LLC this way, however, there are fewer responsibilities in terms of reporting. For example, you don’t need to file annual returns.

What you need to know about LLP

Both companies and individuals can become partners in an LLP, but you need at least two partners at all times. An individual will be taxed at personal tax rate on his or her income, while a company will be taxed at a corporate rate. However, the LLP itself is not eligible for the tax exemptions for SME (SUTE and PTE schemes). These are only options for LLC holders.

LLP examples in Singapore

An example of LLP would be as follows. You want to create a company that services to every need in the baking business. You join your existing company called “Cupcakes of the world Pte LTD”, yourself, and your friend, a macaron expert, into an LLP and you call it “The Bakers United LLP”. The new partnership offers services as a cupcake shop, a consultancy on cupcakes, and a consultancy on macarons.

What is a LLP Agreement?

Limited Liability Partnership Agreement, which is also called a member's agreement, is a contract between the LLP partners or the LLP and its designated partners. It contains the basic information about the duties and the rights of the partners towards each other and the LLP. LLP contract establishes a fair relationship between all the members.

You are obliged to file it with MCA and execute it within 30 days after you register your LLP.

The types of LLP Agreements

Bear in mind that the agreement should satisfy the needs of all the partners.

  • Equal Rights LLP

The partners contribute equal capital share and efforts in the LLP. All losses and profits are shared equally as well.

  • Differential Rights LLP

Partners here have different amount of contribution.

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