S/No Comparison General Partnership LP LLP Company

1 Which has more Least Moderate Slightly more than Most formalities. Especially for public listed companies.
formalities? moderate
2 Is it a separate legal Not SLE Not SLE Yes. Section 19(5), CA. SLE
entitiy?
3 Any limited liabilities No Limited to the amount Limited liability for Limited liability for business debts for shareholders
for business debts? agreed upon in the LP business debts for
s3(4) LPA. No for GP, members
yes for LP
4 Who are the agents of All Partners. Section 5. PA. General partners All partners. Section 9. Board of Directors collectively. Single Directorm actual or
the organisation? Agents of each other as Not agents of each apparent authority.
well. other.
Section 5 exception:
5 Who owns and The partners Partners, only General Director manages the organisation
manages the partners manages
organisation?
6 Must a secretary or No No, unless Managers yes Secretary S171.
Manager be
appointed?
7 Any submission of No No Declaration of Solvency Annual returns
reports to ACRA?
8 Income tax (personal PIT PIT PIT Corporate Tax
or corporate?)
9 Does it enjoy secrecy Best level of secrecy Same Limited Level. Need to Low level, almost none. Need to file annual returns.
of its financial affairs? file declaration..
10 Are auditors required No No No Yes
to be appointed?
11 ROI-in what form is Profits Profits Profits Dividends
this received?
12 How is dissolution Voluntary dissolution. Expiration of Winding up as per the Winding up.
achieved? Involuntarily dissolution. partnership term, company Acts. Voluntarily
Notice given by any (sepearate person)(s30 Involuntary
Partnership must file a general partner, LLPA Compulsory. (s84)
notice advising the bankrupty or death of
Registrar of business that any general partner,
the firm has ceased to an event that makes it
carry on business: S15(1) unlawful to carry on
BRA. the LPs business
 By order of court. S8
LPA

Formalities
13 How is the Partners Partners Partners Equity (by shareholders)
organisation financed? Loans financing.
14 Are there any statutory S29, S30 No conflict Same Same Yes. Directoes has fiduciary duties. S156. Meetings. AGM
duties/meetings? position and EGM.
15 Is conversion to GP to LP. Section 20 LLP Not possible Not possible Company to LLP. Section 21, LLP act.
another business Act.
posible under statue?
Usual type of questions: What is the appropriate form and how are they different?
Concept questions
1.
2. betweeen LLP and Company.
Similarity: separate legal entity. Partners enjoy limited liabilities. Dissolution is the same .
Differences: mode of financing.
3. how is LP similar to general partnership:
-both have general partners, but LP has limited partner.
-not separate legal entity. (partners pay personal income tax)
4. which business has similar processes for termination?
LLP and Companies. Following CA. Winding up.
5. is which biz org. liable for debts incurred?
-General partnership.
For LP, only the general partner. For Limited partner, the biggest is kept to his contribution
Section 8 and 9 for LLP, LLP partner is not liable just because hes a partner.
6. bound by transactions or contracts entered into by members? And in what situation would liability arise?
-yes, under section5. GP
-LLP. Yes. Partner is agent of org, but not fellow partners.
-for company, depends on whether the director has actual or apparent authority to bind the organistion
7. TORTS. (Question: if the company is liable, would the individual members be liable?)
Ans: GP
In gp, torts by partner, will affect the other partners.
LP: Tort committed by GP same
LLP: the LLP will be liable for the tort, that partner and the organisation will be liable. Vicariously liable.
Companies: Yes, it depends on whether the tort is committed depends whether the director is employed by the org. (commits under capacity of the company)
8. Torts for the members. (organisation itself)
-LLP if assume member is employee, then it would impact ALL organisations.