LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name. The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP. Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct. Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity. Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Company Registration in Singapore |

Overview of Company Registration in Singapore

Southeast Asia’s island country of Singapore. It has historically served as a center for corporate investments and is rich in culture and history. This nation, known as a “Asian tiger,” is among those in Asia with the fastest rising economies. Singapore is a desirable location for international investors thanks to its business-friendly policies and technological advancements. Trade, foreign exchange, and export-import are all made simpler for this island nation thanks to Singapore’s advantageous location in Southeast Asia. Its investment and trade policies are among the friendliest.

Overview

Additionally, it provides start-ups with tax breaks and aids them in their early stages with a number of programs. Setting up a new Singapore company by themselves might be a challenging process for foreigners. As a result, Estabizz can help you secure company registration by guiding you through the full process.

Singapore's Regulatory Authority/Body for Company Registration

The Accountability and Corporate Regulatory Authority is Singapore's main regulatory body for business registration (ACRA). It is in charge of overseeing Singapore's corporate service providers, public accounts, and business organizations.

Why should your business be registered in Singapore?

You should register your corporation in Singapore for a number of reasons. Below are some of the main causes discussed-
Strong economy- A free market economy focused on commerce, banking, and manufacturing has flourished in Singapore. The nation has developed and progressed at a reasonable pace. It has created a strong economy by wisely using its resources. Given this, a lot of entrepreneurs have established their companies in Singapore.
Enticing tax structure- Singapore also features an easy-to-understand and sensible tax system. Since there is no tax on capital gains or profits received from a firm, the nation is attractive to entrepreneurs looking to register a new venture. Singapore has built a tax system that is appealing, with corporate tax rates ranging from 0% to 17%, which is comparatively cheap in comparison to other developed nations.
Avoiding double taxation- With more than 50 nations, Singapore has double taxation avoidance agreements. Agreements to avoid double taxation make sure that no taxes are paid twice on a transaction between Singapore and a treaty country. In the case of nations with whom it does not have such an agreement, Singapore additionally offers unilateral tax credits.
Foreign ownership at 100%- Singapore allows a foreigner to own 100% of the shares of a company that is registered there. Any local stockholders or partners are not necessary in this case. The amount of money that a person can invest in the Singapore Company from their home country is also not subject to any limitations.
Effortless Formation and Management- The process for registering a Singapore company is easy and simple. There is no complicated paperwork involved.
Favourable to startups- The Singaporean government has established growth- and innovation-friendly policies for new businesses, offering them a variety of tax breaks and other forms of in-kind support. Both local and foreign-owned firms are eligible for the rewards.
Superior infrastructure- Singapore has top-notch infrastructure, which is advantageous for its enterprises. The productivity of businesses has also increased because to the top-notch infrastructure.

Company Registration and Types of Business Structures in Singapore

In Singapore, there are primarily three different types of business structures. These consist of-
Sole Proprietorship
In Singapore, sole proprietorships are the preferred business structure for small, low-risk enterprises. These companies are owned and operated by a single person, as the name implies. When a business is owned by a single individual, it is not a distinct legal entity. The owner purchases the real estate in his own name and in the course of his official business. As a result, the business owner is held accountable for all debts and obligations incurred by the company.
Partnerships
Partnerships typically cover businesses when there are more than two people actively engaged in making money through their commercial endeavours. In Singapore, there are numerous kinds of partnerships.
General Partnership- To carry out the profit-generating operations, a general partnership must have a minimum of two partners and a maximum of 20 partners. The general partnership's vehicle is not a separate legal entity from its members. As a result, none of the properties acquired to further partnership affairs are owned in the partnership's name. Any general partnership partners are completely liable for all debts and obligations of the general partnership. General partnerships must pay a one-time registration charge of $115 and a three-year registration fee of $175.
Limited Partnership- A limited partnership must include at least one general partner with unlimited liability and at least one limited partner whose liability is restricted to the amount of capital invested in the partnership. A limited partnership may have an unlimited number of members. Professional service businesses like accounting firms, legal firms, etc. typically use a limited partnership structure.
Limited Liability Partnership- An LLP combines the adaptability of a partnership with the protection from personal liability of a corporation. An LLP has a separate legal identity from its partners, unlike other types of partnerships. Each LLP must have a minimum of two partners, who may be individuals, businesses, partnerships, or other LLPs. Every LLP must also appoint a manager, who must be a Singaporean citizen.
Company
The most popular business structure used by foreign investors to expand their operations in Singapore is a company. It is a distinct legal entity, and each of its members is liable up to the amount of their investment in the business. The following categories are further broken into by Singaporean businesses-
Exempted private company- Private limited companies that have been exempted from completing requirements, such as the attachment of yearly financial statements in their annual filings, are known as exempt private companies. Compared to other private companies, they have a certain amount of autonomy when it comes to lending money to its directors. These businesses must follow their names with "Pte Ltd." These businesses are limited to a total of 20 shareholders, none of whom are corporations.
Private corporation with a share capital- A share capital exists in a private firm limited by shares. A private firm may have up to 50 shareholders, and these might include both individuals and companies. The amount of capital put into the firm is the only restriction on the members' culpability in this situation.
Public Company Limited by Shares- By selling its shares and debentures, a PLC can raise money from the general public. The firm must register the prospectus with the Monetary Authority of Singapore in order to make such an offer, and it is permitted to have more than 50 shareholders. These businesses must include 'Ltd.' after their names. The amount of capital that each member of the firm has invested in the company is the maximum amount for which they are liable.
Public Company Limited by Guarantee- These sorts of businesses are typically established for non-profit and charitable purposes, such as advancing the interests of the nation and the public, forming trade associations, supporting charitable causes, etc. These businesses must also add "Ltd." to the front of their names. These businesses lack share capital, and their liability is limited to the guaranteed sum that was promised to be invested in the business's assets. Additionally, this guaranteed sum must be mentioned in the company's charter.
Unlimited Private Company- A hybrid business with or without share capital is referred to as an unlimited private company. The personal assets of its owners or members are also subject to their unlimited responsibility. The members are jointly and severally liable for all obligations. These businesses must include the word "Unlimited" after their names.
Unlimited exempted private company- An unlimited exempt private firm follows a comparable organizational structure. Only the members' limitless liability makes a difference.

Unlimited Public Company- An unlimited public firm is one in which the members' liability for the debts and liabilities of the company is uncapped. These businesses must also include "unlimited" in their names.
Subsidiary
A subsidiary is a branch of its parent corporation that has a distinct legal identity. However, the board of directors is in charge of running it. It is permitted to go by a different name. A subsidiary's operations may mirror or differ from those of its parent firm. It is subject to local taxes and is eligible for all benefits. It must have at least one Singaporean permanent local manager. One dollar in share capital is needed to establish a subsidiary in Singapore.
Branch Office
A branch office is a subsidiary of the main corporation. Due to the fact that it is an expansion of the parent company's operations, it is not a distinct legal entity. This exists forever and ever. It is taxed as a non-resident entity for its operations. Both the branch offices and its parent company's accounts must be filed. A branch office requires $1 in capital as a minimum. At least one manager or local representative must reside in Singapore for a branch office.
Representative Office
A representative office is a temporary organization that has been used to represent the parent firm in the Singaporean market for the purposes of doing market research and serving as a point of contact for the parent company. The parent firm must have been in operation for at least three years and have annual sales of at least $250,000 in order to open a representative office in Singapore. It serves as a temporary administrative office and is not a distinct legal organization. It cannot have a different name. It will have a "representative office" in addition to the name of its parent corporation. It can only carry out coordination and market research tasks. It is necessary to choose a chief representative who will relocate from the parent company. One dollar is the very minimum needed to start a representative office.

Documents Required for Singapore Company Registration

The following papers are necessary for Singaporean company registration-

Reservation of names through the ACRA

Description of the services the business will provide

Address where the corporation is registered in Singapore

Information about the secretary, directors, and shareholders

A copy of the foreigners' passports

Dwelling address evidence of the foreigners

Residents of Singapore must present their Singapore ID.

Articles of Association and the company's Memorandum of Association.

Checklist for Singapore Company Registration

Before beginning the process of business formation in Singapore, the following checklist must be taken into account-
Selecting a name for the business
Selecting a suitable name for the firm is the first stage in the registration of a corporation. The desired name is entered into BizFile, the ACRA's web site. Only until this site has confirmed that the desired name is still available may the company reserve it. In addition, the applicant must choose and specify the SSIC Code (Singapore Standard Industrial Classification code) according to the nature of the commercial operations they intend to engage in. The applicant can continue to register the firm after receiving approval for the requested name. The name must be registered for the firm within 120 days of the date the name was reserved; else, the name will no longer be reserved.
Deciding on the company's type and structure
According to the demands and specifications of the operations he wants to carry out through a firm, the applicant must choose which of the following entities would be most appropriate-
Exempted Private Company
Unlimited Exempted Private Company
Public Company Limited by Shares
Private Company Limited by Shares
Public Company Limited by Guarantee
Unlimited Private Company
Unlimited Public Company
Determining the company's financial year end (FYE)
Determining the financial year end in Singapore is crucial since it affects the annual corporate filings and taxes owed by the business. Additionally, private corporations must hold their AGM within six months of the fiscal year end and submit their annual returns within seven months of the fiscal year end. In Singapore, a company's fiscal year might end after either a 12-month or 52-week accounting period. Private enterprises most frequently use the following dates for their FYE: March 31, June 30, September 30, and December 31.
Appointment of key employees for the business
Every corporation in Singapore is required to nominate specific key employees or officers. A company secretary and at least one director must be chosen. These officers must be Singapore residents and natural persons. In addition, unless a company has been granted legal exemption, an auditor must be engaged within three months. The company has the choice to name a CEO to run and supervise the company's operations. If the business decides to use its option to name a CEO, it must provide the CEO's personal information to the ACRA. The role of Managing Director is likewise optional, in a similar manner. The following information about the chosen executives of the company must be provided before the application for incorporation is submitted:
NRIC and names in full
Residential address
Nationality
Contact details (both email address and telephone numbers)
These officers must approve their appointments via BizFile after submitting the company's incorporation application.
Deciding the company's share capital in Singapore
Share capital is the sum of money that the shareholders have invested in the business. It is possible to issue shares of stock with or without paying the entire share capital. At the moment of the company's incorporation, the minimum issued share capital is one dollar.
Choosing the company's registered office address
The applicant must also choose and provide the address for the company's registered office. All official correspondence and notices with the government department must be sent to this address. All of the company's official records and registers must be kept in this location. Except for Saturdays, Sundays, and public holidays, businesses must keep their offices open for at least three hours each working day during regular business hours. Singapore must be the location of the company's registered office address. However, company operations can also be carried out from other places.
A copy of the company's constitution
Additionally, a copy of the firm's constitution outlining its guiding principles must be provided by the company. Additionally, it includes a list of the company's directors' and shareholders' duties, secretaries' duties, registered office address, the company's activities, members' obligations, share capital, etc. When a business is incorporated, the ACRA must receive a copy of its constitution. Additionally, a copy of the constitution that has been ratified by its shareholders shall always be retained at the company's registered office address.
Submission of the incorporation application
The BizFile+ site must be used to submit the application online. An email is sent to the company's appointed officer holders as soon as the application is authorized to request their support. Within 50 days of receiving the email, these newly appointed officers must endorse the applicant's application. The cost to reserve a company name is $15, while the cost to incorporate a company is $300.

Requirements after inclusion

The post-incorporation criteria for any Singaporean-registered company are as follows:

Creating a Corppass Account- The directors must set up and begin administering the Corppass account as soon as the company is incorporated by going to the Corppass website. The company's digital identity for dealing with government agencies is provided via this account. The account gives the chosen company workers the necessary access to conduct business with ACRA on the firm's behalf.

Establishment of a Business Profile- Each company obtains a free Business profile from ACRA following incorporation. This profile is an electronic report that details the business. The applicant for the company must download the free Business profile, which is used by prospective clients, business partners, and suppliers to do background checks and build trust in the organization.

Choice to register a different company address- Some of their information, such as their identity number, residential address, and date of appointment, is available in the ACRA's public records in order to maintain transparency about the people running the firm and to foster stakeholder confidence in the company's officers. Let's say the company's executives don't want their true home address to be made public. In that instance, individuals have the choice to register a different residential address by paying an extra $40. The corporate officer should be able to be reached at this address, which should be in the same country as the resident.

Keeping the business records- Companies are required to keep the following company registries current for the following roles' occupants:
1. Members/Shareholders
2. Directors
3. Secretaries
4. Auditors
5. Executives
6. Controllers, and beneficial owners
These registers are kept up to date electronically by ACRA. The registers in the BizFile must be updated within 14 days after the date of any modifications made to the form. The company's directors are obligated to inform the ACRA of any changes in the following circumstances:
1. Changes to the business's location and hours of operation
2. New directors, the CEO, the corporate secretary, and the auditor
3. Changed activities of the company.
4. When the CEO, auditor, company secretary, and directors stop providing their services
5. Alterations to the directors, CEO, corporate secretary, and auditor information
6. Alterations to the shareholders' information
7. Issuance of fresh shares
8. Exchange of shares between shareholders

FAQs

Concept of LLP

LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership.
The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP.
Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct.
Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.

Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Structure of LLP

LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession.

Advantages of LLP

LLP form is a form of business model which:

(i) is organized and operates on the basis of an agreement.

(ii) provides flexibility without imposing detailed legal and procedural requirements

(iii) enables professional/technical expertise and initiative to combine with financial risk-taking capacity in an innovative and efficient manner

Other Countries where this form is available

The LLP structure is available in countries like United Kingdom, United States of America, various Gulf countries, Australia and Singapore. On the advice of experts who have studied LLP legislations in various countries, the LLP Act is broadly based on UK LLP Act 2000 and Singapore LLP Act 2005. Both these Acts allow creation of LLPs in a body corporate form i.e. as a separate legal entity, separate from its partners/members.

Difference between LLP & ‘Traditional Partnership’

Under “traditional partnership firm”, every partner is liable, jointly with all the other partners and also severally for all acts of the firm done while he is a partner.
Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no partner is liable on account of the independent or un-authorized acts of other partners, thus allowing individual partners to be shielded from joint liability created by another partner’s wrongful acts or misconduct

Difference between LLP & Company

A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
The management-ownership divide inherent in a company is not there in a limited liability partnership.
LLP will have more flexibility as compared to a company.
LLP will have lesser compliance requirements as compared to a company.