COMPARISON OF ENTITIES IN SINGAPORE Sole-Proprietorship Partnership Definition A business owned by one An association of two or A partnership consisting of A partnership where the A business form which is a person more persons carrying on two or more persons, with individual partner’s own legal entity separate and business in common with a at least one general partner liability is generally limited distinct from its view to and one limited partner and directors Owned By One person Between 2 and 20 partners. At least 2 partners; one At least 2 partners, no Exempt Private Company – general partner and one maximum limit. 20 members or less and no A partnership of more than limited partner. No holds beneficial 20 partners must maximum limit. in the company’s incorporate as a company shares under the Act, Chapter 50 (except for Private Company – 50 professional ) members or less

Public Company – can have more than 50 members Legal Status Not a separate legal entity Not a separate legal entity Not a separate legal entity A separate legal entity from A separate legal entity from its partners its members and directors Owner has unlimited liability Partners have unlimited General partner has liability unlimited liability Partners have limited Members have limited Can sue or be sued in liability liability individual’s own name Can sue or be sued in firm’s Limited partner has limited name liability Can sue or be sued in LLP’s Can sue or be sued in Can also be sued in business name company’s name name Cannot own property in Can probably sue or be sued firm’s name in firm’s name Can own property in LLP’s Can own property in Can own property in name company’s name individual’s name Partners personally liable Cannot own property in for partnership’s and firm’s name Partners personally liable Members not personally Owner personally liable for losses incurred by other for debts and losses liable for debts and losses of debts and losses of business partners General partner personally resulting from their own company liable for debts and losses of wrongful actions the LP Partners not personally liable for debts and losses of Page 1 of 4 Copyright © and Corporate Regulatory Authority 2019. All rights reserved.

Sole-Proprietorship Partnership Limited Partnership Limited Liability Partnership Company Limited partner not LLP incurred by other personally liable for the partners debts or obligations of LP beyond amount of his agreed contribution Yearly Yearly renewals (one year or Yearly renewals (one year or Yearly renewals (one year or Annual declaration of Must appoint a company Statutory three years) three years) three years) solvency/insolvency must be secretary within 6 months of Obligations lodged by one of the . CPF Medisave Top-Up CPF Medisave Top-Up CPF Medisave Top-Up managers stating whether required for Self-employed required for Self-employed required before they can the LLP is able or not able to Must appoint an auditor Persons before they can Persons before they can renew LP pay its debts during the within 3 months after renew sole-proprietorship renew partnership normal course of business. incorporation, unless the company is exempt from No statutory requirement audit requirements for general meetings, directors, company Annual returns must be secretary, share allotments filed. Statutory etc. requirements for general meetings, directors, company secretary, share allotments must be complied with. Registration Age 18 years or above. Age 18 years or above. At least one general partner At least two partners, who At least one . Requirements Singapore citizen/ Singapore Singapore citizen/ Singapore and limited partner. Both can be individuals (at least permanent resident/ permanent resident/ can be individuals (at least 18 years old) or body At least one director EntrePass holder. EntrePass holder. 18 years old) or body corporate (company or LLP). ordinarily resident in corporate (company or LLP). Singapore, at least 18 years If owner not resident in If owner not resident in At least one manager old. Singapore, he must appoint Singapore, he must appoint If all general partners are ordinarily resident in an authorized an authorized ordinarily resident outside Singapore and at least 18 If a foreigner wishes to act representative who is representative who is Singapore, they must years old. as a local director of the ordinarily resident in ordinarily resident in appoint a local manager company, he can apply for Singapore. Singapore. who is ordinarily resident in Undischarged bankrupts an EntrePass from the Singapore. cannot manage the business Ministry of Manpower. without approval from the Page 2 of 4 Copyright © Accounting and Corporate Regulatory Authority 2019. All rights reserved.

Sole-Proprietorship Partnership Limited Partnership Limited Liability Partnership Company Self-employed persons must Self-employed persons must Self-employed persons must Court or the Official Undischarged bankrupts top up their Medisave top up their Medisave top up their Medisave Assignee. cannot be a director and with the CPF Board account with the CPF Board account with the CPF Board cannot manage a company before they register a new before they register a new before they register as a without approval from the business name, become a business name, become a partner of a new LP, become Court or the Official registrant of an existing registrant of an existing a registered partner of an Assignee. business name, or renew business name, or renew existing LP, or renew their their business name their business name LP registration. registration. registration. Undischarged bankrupts Undischarged bankrupts Undischarged bankrupts cannot manage the business cannot manage the business cannot manage the business without approval from the without approval from the without approval from the Court or the Official Court or the Official Court or the Official Assignee. Assignee. Assignee. Set Up Fee $115 ($15 name application $115 ($15 name application $115 ($15 name application $115 ($15 name application $315 ($15 name application fee and $100 registration fee and $100 registration fee and $100 registration fee and $100 registration fee and $300 incorporation fee) for 1-year registration fee) for 1-year registration fee) for 1-year registration fee) fee)

$175 ($15 name application $175 ($15 name application $175 ($15 name application fee and $160 registration fee and $160 registration fee and $160 registration fee) for 3-year registration fee) for 3-year registration fee) for 3-year registration Profits taxed at owner’ Profits taxed at partners’ Profits taxed at partners' Profits taxed at partners’ Profits taxed at corporate personal income rates personal income tax rates personal income tax rates (if personal income tax rates (if tax rates individual)/ individual)/ corporate tax rate (if corporation) rate (if corporation)

Continuity in Exists as long as the owner is Exists subject to partnership Exists subject to partnership The LLP has perpetual A company has perpetual Law alive and desires to continue agreement agreement succession until wound up succession until wound up the business or struck off. or struck off. If there is no limited partner, the LP registration will be suspended and general partners are

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Sole-Proprietorship Partnership Limited Partnership Limited Liability Partnership Company 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. Closing the By Owner - Cessation of By the partners - Cessation By general partner - Winding Up – Voluntarily by Winding Up – Voluntarily by Business business of business Cessation of business or members or creditors, members or creditors, dissolution of LP compulsorily by the High compulsorily by the High Registrar can cancel Registrar can cancel Court Court registration if not renewed registration if not renewed Registrar can cancel or where Registrar is or where Registrar is registration if not renewed Striking off Striking off satisfied business is defunct satisfied business is defunct or where Registrar is satisfied business is defunct

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