Comparison of Singapore company structures

Prepared
October 2011

COMPARISON OF
SINGAPORE
COMPANY
STRUCTURES

SINGAPORE COMPANY STRUCTURE
COMPARISON TABLE 2010

Definition and ownership

Sole-Proprietorship Partnership Limited Partnership (LP) Limited Liability Partnership (LLP) Company

A business owned by one An association of two or more A partnership consisting A partnership where the A business form which is a
person persons carrying on business in of two or more persons, individual partner’s own liability is legal entity separate and
common with a view to profit with at least one general generally limited distinct from its shareholders
partner and one limited and directors
partner
One person Generally between 2 and 20 At least 2 partners; one At least 2 partners, no maximum Exempt Private Company –20
partners. general partner and one limit. members or less and no
limited partner. No corporation holds beneficial
A partnership of more than 20 maximum limit. interest in the company’s
partners must incorporate as a shares
company under the Companies
Act, Chapter 50 (except for Private Company – 50
professional partnerships) members or less

Public Company – can have
more than 50 members

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Legal Status

Sole-Proprietorship Partnership Limited Partnership (LP) Limited Liability Partnership Company
(LLP)
Not a separate legal entity Not a separate legal entity Not a separate legal entity A separate legal entity from A separate legal entity
Owner has unlimited liability Partners have unlimited General partner has unlimited its partners Partners have from its members and
liability liability Limited partner has limited liability directors Members have
limited liability limited liability

Can sue or be sued in Can sue or be sued in firm’s Can probably sue or be sued in Can sue or be sued in LLP’s Can sue or be sued in
individual’s own name name firm’s name name company’s name

Can also be sued in business
name
Can own property in Cannot own property in Cannot own property in firm’s Can own property in LLP’s Can own property in
individual’s name firm’s name name name company’s name

Owner personally liable for Partners personally liable for General partner personally Partners personally liable for Members not personally
debts and losses of business partnership’s debts and liable for debts and losses of debts and losses resulting liable for debts and losses
losses incurred by other the LP from their own wrongful of company
partners actions
- - Limited partner not personally Partners not personally liable -
liable for the debts or for debts and losses of LLP
obligations of LP beyond incurred by other partners
amount of his agreed
contribution

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Registration requirements

(LLP)
Age 18 years or above. Age 18 years or above. At least one general partner At least two partners, who At least one shareholder
Singapore citizen/ Singapore Singapore citizen/ Singapore and limited partner. Both can can be individuals (at least 18
permanent resident/ permanent resident/ be individuals (at least 18 years years old) or body corporate At least one director
Employment Pass/ Dependent Employment Pass/ Dependent old) or body corporate (company or LLP) ordinarily resident in
Pass holder. Pass holder. (company or LLP). Singapore, at least 18 years
old
If owner not resident in If owners not resident in If all general partners are At least one manager If a foreigner wishes to act
Singapore, he must appoint a Singapore, they must appoint a ordinarily resident outside ordinarily resident in as a local director of the
local manager who is ordinarily local manager who is ordinarily Singapore, they must appoint a Singapore and at least 18 company, he can apply for
resident in Singapore resident in Singapore local manager who is ordinarily years old an EntrePass from the
resident in Singapore Ministry of Manpower
Self-employed persons must Self-employed persons must Self-employed persons must - -
top up their Medisave account top up their Medisave account top up their Medisave account
with the CPF Board before they with the CPF Board before they with the CPF Board before they
register a new business name, register a new business name, register as a partner of a new
become a registrant of an become a registrant of an LP, become a registered
existing business name, or existing business name, or partner of an existing LP, or
renew their business name renew their business name renew their LP registration
registration registration

Undischarged bankrupts Undischarged bankrupts Undischarged bankrupts Undischarged bankrupts Undischarged bankrupts
cannot manage business cannot manage business cannot manage business cannot manage business cannot be a director and
without court or Official without court or Official without court or Official without court or Official cannot manage a company
Assignee’s approval Assignee’s approval Assignee’s approval Assignee’s approval without court or Official
Assignee’s approval

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Cost of compliance


Quick and easy to set up Quick and easy to set up Quick and easy to set up Quick and easy to set up More costly to set up and
maintain
Easy to administer and Easy to administer and Easy to administer and Fewer formalities and procedures More formalities and
manage Registration cost is manage Registration cost manage Registration cost is to comply with than a company procedures to comply with
minimal is minimal minimal
Registration cost is minimal Registration cost is Registration cost is minimal Registration cost is relatively Must appoint a company
minimal minimal and fewer regulatory secretary within 6 months of
duties to adhere to than a incorporation
company
Less administrative duties Less administrative duties Less administrative duties No statutory requirement for Must appoint an auditor within
to adhere to to adhere to to adhere to general meetings, directors, 3 months after incorporation
company secretary, share unless the company is exempt
allotments, etc. from audit requirements

Must renew registration Must renew registration Must renew registration Only an annual declaration of Annual Returns must be filed
annually annually annually solvency must be lodged by one Statutory requirements for
of the managers stating whether general meetings, directors,
the LLP is able or not able to pay company secretary, share
its debts during the normal course allotments, etc.
of business

One time registration

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Set up fees and taxes


$65 ($15 name application fee $65 ($15 name application $65 ($15 name application fee $165 ($15 name application fee and $315 ($15 name application fee
and $50 registration fee) fee and $50 registration fee) and $50 registration fee) $150 registration fee) and $300 incorporation fee)
Profits taxed at owner’s Profits taxed at partners’ Profits taxed at partners' Profits taxed at partners’ personal Profits taxed at corporate tax
personal income tax rates personal income tax rates personal income tax rates (if income tax rates (if individual)/ rates
individual)/ corporate tax rate corporate tax rate (if corporation)
(if corporation)

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Continuity and striking off

(LLP)
Exists as long as the owner is Exists subject to partnership Exists subject to partnership agreement The LLP has perpetual A company has perpetual
alive and desires to continue agreement succession until wound up or succession until wound up
the business If there is no limited partner, the LP struck off or struck off
registration will be suspended and general
partners are deemed registered under the
Business Registration Act

Once a new limited partner is appointed,
the registration of the LP will be restored to
“live” and general partners’ registration
under the Business Registration Act ceases

By Owner – Cessation of By the partners – Cessation By general partner – cessation of business Winding Up – Voluntarily by Winding Up – Voluntarily by
business of business or dissolution of or dissolution of LP members or creditors, members or creditors,
partnership compulsorily by the High Court compulsorily by the High
Court
Registrar can cancel Registrar can cancel Registrar can cancel registration if not Striking off Striking off
registration if not renewed or registration if not renewed or renewed or where Registrar is satisfied LP
where Registrar is satisfied where Registrar is satisfied is defunct
business is defunct business is defunct

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