Comparisons of Business Entities (Jan 2019)

COMPARISON OF BUSINESS ENTITIES IN SINGAPORE
Sole-Proprietorship Partnership Limited Partnership Limited Liability Partnership Company

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 profit and one limited partner shareholders 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 corporation holds beneficial
20 partners must maximum limit. interest in the company’s
incorporate as a company shares
under the Companies Act,
Chapter 50 (except for Private Company – 50
professional partnerships) 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 debts 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
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Copyright © Accounting and Corporate Regulatory Authority 2019. All rights reserved.
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 incorporation.
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 shareholder.
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
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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
account 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
Taxes Profits taxed at owner’ Profits taxed at partners’ Profits taxed at partners' Profits taxed at partners’ Profits taxed at corporate
personal income tax rates personal income tax rates personal income tax rates (if personal income tax rates (if tax rates
individual)/ corporate tax 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
Page 3 of 4
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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Comparisons of Business Entities (Jan 2019)

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COMPARISON OF BUSINESS ENTITIES IN SINGAPORE

Sole-Proprietorship Partnership Limited Partnership Limited Liability Partnership Company

Public Company – can have

Once a new limited partner

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