8 Points You Need To Know About A Limited Liability Partnership ( LLP )
Some of you here may be engaging in professional services being regulated by relevant Professional Bodies which may have restrictions on the incorporation of a Limited Liability Company ( LLC ), hence you have no choice but to incorporate & operate as a Limited Liability Partnership ( LLP ).
Examples of such professional services firms include External Auditors and Architects.
As such, for those operating under LLP, you may wish to take note of these 8 Pointers to be compliant …
1. Continuity
* Exists as long as partners wants
2. Taxes
* Profits are taxed at personal income tax rates
Compliances required under the Limited Liability Partnerships Act, Cap. 163A :
3. Annual Compliance
* 1 of the manager must lodge a declaration of solvency as to whether the LLP is solvent.
* The LLP Act ( Section 24 ) requires a manager of a LLP to lodge the Annual Declaration (AD) < 15 months after registration of the LLP & subsequently, once in every calendar year at intervals of < 15 months.
* Failure to comply is an offence & an appropriate penalty will be imposed for late lodgement. Late Lodgement Fee : $60 – $350
* if a LLP fails to lodge the declaration referred to within the time or extended time, the LLP shall be guilty of an offence and shall be liable on conviction to a fine < $5,000.
4. Requirement of Having Minimum 2 partners ( Section 22 )
* Every LLP shall have minimum 2 partners
* If a LLP carries on business with < 2 partners for a period of > 2 years, a person shall be personally liable, jointly & severally with the LLP, for any obligation of the LLP incurred during the period that the LLP so carries on business after those 2 years if, at the time the obligation was incurred, he was a partner of the LLP; & knew that the LLP was carrying on business with < 2 partners for a period of > 2 years.
5. Requirement of Having a Manager ( Section 23 )
* Every LLP shall ensure that it has minimum 1 manager who is a natural person; has attained the age of 18 years & is otherwise of full legal capacity; and is ordinarily resident in Singapore.
* Every LLP shall ensure that the particulars of every person who acts as manager of the LLP & his consent to act as such are lodged with the Registrar in such medium & form as the Registrar may determine.
6. Requirement of Having a Registered Office ( Section 26 )
* Every LLP shall have a registered office within Singapore to which all communications & notices may be addressed.
7. Requirement for Registration of changes in particulars for LLP ( Section 28 )
* Whenever a change is made or occurs in any of the particulars registered in respect of any LLP, that LLP shall, < 14 days after the change lodge with the Registrar a statement specifying the nature & date of the change, & containing such other information as may be prescribed.
* Any person who ceases to be a partner or manager of a LLP may himself lodge with the Registrar if he has reasonable cause to believe that the LLP will not lodge the statement with the Registrar.
8. Restriction on undischarged bankrupt being manager of LLP ( Section 33 )
* Any person who, being an undischarged bankrupt (whether he was adjudicated bankrupt by a court in Singapore or elsewhere), acts as manager of any LLP without the leave of the High Court or the written permission of the Official Assignee, shall be guilty of an offence & shall be liable on conviction to a fine < $10,000 or to imprisonment for a term < 2 years or to both.
If you need help, feel free to contact us at :
(O) +65 63851011
(M) +65 90880669
