Limited Partnership in Singapore: Is It the Right Business Structure for You?
A Limited Partnership (LP) in Singapore is a business structure formed under the Limited Partnerships Act 2008, requiring at least one general partner and one limited partner. Unlike a private limited company, an LP has no separate legal personality, so general partners carry unlimited liability for all debts, while limited partners are liable only up to their agreed capital contribution and cannot take part in daily management.
LPs are registered with the Accounting and Corporate Regulatory Authority through Bizfile and are commonly chosen for investment funds, family offices, and joint ventures wanting limited liability without full incorporation. Engaging an ACRA-approved corporate service provider simplifies registration, compliance, and renewal.
What Is a Limited Partnership in Singapore?
A Limited Partnership sits between a general partnership and a private limited company. It has two classes of partners:
- General partners manage the business and are personally liable for all debts and obligations of the LP, exactly as in a standard partnership.
- Limited partners contribute capital and are liable only up to that agreed amount, provided they take no part in management.
An LP does not have a legal identity separate from its partners. The Partnership Act 1890 applies as the general law, subject to the specific provisions of the Limited Partnerships Act 2008.
How Do You Register a Limited Partnership in Singapore?
Registration is completed entirely online through Bizfile, ACRA’s filing portal. The process:
- Reserve a company name with ACRA (approval is typically instant unless the name requires referral to another authority).
- Submit the LP application via Bizfile, providing the registered address, business activity, and details of all general and limited partners.
- Obtain partner endorsement; every proposed partner must endorse the application online, or a corporate service provider can file on their behalf.
- Receive your Unique Entity Number (UEN) and Business Profile once approved, usually the same day for straightforward applications, or 14–60 days if referred to another government agency (for example, the Ministry of Education for education-related activities).
Note: An existing general partnership can also convert into an LP by registering one or more (not all) partners as limited partners and re-registering the firm under the Limited Partnerships Act.
What Are the Requirements for General Partners and Limited Partners?
- Every LP must have at least one general partner and one limited partner; there is no maximum.
- If all general partners reside outside Singapore, ACRA requires the appointment of a locally resident manager (Singapore Citizen, PR, or eligible EntrePass/Employment Pass holder) to discharge the LP’s statutory obligations.
- The manager cannot be an undischarged bankrupt unless permitted by the High Court or Official Assignee.
- Business registration and renewal require partners to be up to date on MediSave contributions with the CPF Board, either paid in full or on an active GIRO arrangement.
How Is a Limited Partnership Taxed in Singapore?
An LP is not a separate taxable entity. Each partner is taxed individually on their share of the LP’s income, in the same way as a general partnership. General partners are taxed on business income; limited partners are taxed based on their profit-sharing ratio under the partnership agreement.
Distributions to limited partners must be refunded if made while general partners were insolvent, or if general partners are later declared bankrupt within one year of the distribution.
How Is a Limited Partnership Dissolved or Terminated?
However, with the presence of the limited partners, it made some difference to the termination of the LPs, compared to private limited companies. For instance,
- Limited partners are NOT entitled to dissolve the LP by notice.
- LP is dissolved on the death, dissolution, bankruptcy, or liquidation of a limited partner.
In the event of termination of an LP, its affairs are to be wound up by the general partners unless there is a court order to the contrary.
How Much Does It Cost to Register and Renew a Limited Partnership in Singapore?
Registering a company in Singapore involves modest, fixed fees payable to ACRA via Bizfile. Below is a complete breakdown of current costs, verified against ACRA’s official fee schedule.
| Transaction | Fee (SGD) |
| Business name application | $15 |
| New LP registration | $100 |
| Annual renewal (1-year) | $30 |
| Renewal (3-year option, if eligible) | $30 (locks in rate for 3 years) |
| Notice of Error filing | $60 |
Note: Renewal can be filed up to 60 days before expiry, and a 3-year renewal option is available if partners have no outstanding MediSave arrears. Operating with an expired LP registration is a criminal offence under the Limited Partnerships Act.
Limited Partnership vs. LLP vs. Private Limited Company: Which Should You Choose?
Choosing between an LP, LLP, and private limited company depends on liability exposure, tax treatment, and long-term growth plans. The comparison below breaks down the key differences across all three structures.
| Feature | Limited Partnership (LP) | LLP | Private Limited Company |
| Separate legal entity | No | Yes | Yes |
| Liability | GP: unlimited / LP: limited to contribution | Limited for all partners | Limited to share capital |
| Minimum owners | 1 general + 1 limited partner | 2 partners | 1 shareholder |
| Taxation | Taxed at partner level | Taxed at partner level | Corporate tax rate, with exemptions |
| Best suited for | Investment funds, family offices, joint ventures | Professional practices (law, audit, consulting) | Most SMEs, startups, and scaling businesses |
| Governing law | Limited Partnerships Act 2008 | Limited Liability Partnerships Act 2005 | Companies Act 1967 |
Note: For most trading businesses seeking credibility, tax exemptions, and easier fundraising, a private limited company remains the stronger long-term choice. An LP is best reserved for specific fund, family office, or joint-venture structures where partners deliberately want a non-corporate vehicle.
Choosing the Right Business Structure With 3E Accounting
A Limited Partnership offers a flexible middle ground between a general partnership and a private limited company, but it comes with real liability trade-offs that deserve careful structuring before you file. Whether you are setting up a new LP, converting an existing partnership, or weighing an LP against a Pte Ltd, the decision affects your tax position, liability exposure, and ability to raise funds for years to come.
3E Accounting is an ACRA-approved corporate service provider with deep experience registering and managing Limited Partnerships, LLPs, and private limited companies across Singapore. Our team handles Bizfile submissions, partner compliance, and annual renewals end-to-end, so you can focus on running your business with the right structure in place from day one.