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Business Registration
 
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  In this section of the website, you will find information for starting and growing your business in Singapore. Singapore consistently ranks as the easiest place to do business in the world. Key factors to Singapore's success include:
  • Stable and world-class physical, legal and social infrastructure
  • low tax rates and pro-business tax regime
  • Efficient and effective procedure and processes for dealing with statutory regulations and formalities
  • Singapore's excellent reputation worldwide as a respected business jurisdiction
  • Skilled domestic labor force and ease of bringing foreign talent
  • Recognized as the best place to work, play, and live in Asia


Business Entity: Company

A company is a business entity registered under the Singapore Companies Act and a separate legal entity from its members. Although it's possible to incorporate a company with unlimited liability, in realty there is no commercial reason to do so. Therefore almost all companies in Singapore are incorporated as limited liability companies. In a limited liability company, the liabilities of the members is limited to the assets in the company and their personal assets are protected from business liabilities. Consequently, the discussion here is limited to companies with limited liability only. In many jurisdictions Limited Liability Companies are referred to as LLCs or Corporations; however these terms are not commonly used in Singapore.

Business Entity: Sole Proprietorship

Sole proprietorship is the simplest type of business form in Singapore. A sole proprietorship can only be owned by one person, usually the individual who has day-to-day responsibility for running the business. From a legal perspective, the owner and his business are the same in the structure and sole proprietorship is not a separate incorporated entity. You own all the assets of the business and enjoy all the profits generated by it. But you also have to shoulder complete personal responsibility for any debts or liabilities and there is no protection of your personal assets. All profits of this business structure in Singapore are taxed at the personal income level. Registering a sole proprietorship business in Singapore takes little effort and details can be found at Sole Proprietorship Registration Guide.

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Business Entity: Partnership

Partnership type of business structure attempts to address the limited-expansion constraint faced by a sole proprietorship by allowing two or more people to establish and co-own a business. Partnerships in Singapore can be of three types:
  1. General Partnership. A general partnership is not a very attractive way to structure a business in Singapore due to the fact that a) like a sole proprietorship, partners are personally liable for the debts and liabilities of the business; b) each partner can be held responsible for the actions of another partner. Consequently, a general partnership type of business form is not discussed further in this guide.
  2. Limited Partnership. The concept of limited partnership is an alternative to the general partnership type of business form in Singapore. It introduces the concept of a limited partner in addition to a general partner. The liabilities of limited partners are limited to their investment in the partnership (capital or property). However such partners are unable to participate in the management of the business in a limited partnership. In a nutshell, even a limited partnership in Singapore is not a very attractive vehicle for setting up a business for most people and therefore is not discussed any further in this guide.
  3. Limited Liability Partnership (LLP). Among the three types of partnership business entities, LLP is the most recent and most advanced business structure. It combines the features of partnerships and companies. LLP is discussed in more detail below.
Limited Liability Partnership (LLP)

LLP was introduced in Singapore in 2005 through enactment of Limited Liability Partnership Act. Registering a LLP gives owners the flexibility of operating as a partnership while enjoying many of the benefits that come with a corporate body like a private limited company. LLP is primarily meant for carrying a profession (accountants, law firms, architects, etc.) where two or more professionals would like to build a joint practice in a common field. LLP is not suited for a business that carries a trade. For more details on LLP including how to setup, refer to Singapore LLP Registration Guide.

LLP Advantages

  1. Separate Legal Identity: A LLP has a separate legal identity and can own property, enter into contracts, sue or be sued in its own name.
  2. Limited personal liability: The partners of the LLP will not be held personally liable for any business debts incurred by the LLP or the wrongful acts of another partner. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission.
  3. Perpetual succession: Any changes in the LLP (e.g. resignation or death of partners) do not affect its existence, rights or liabilities.
  4. Ease of compliance: Compliance requirements are more complex than sole proprietorship but simpler than a private limited company.
LLP Disadvantages

  1. Requires a minimum of 2 partners at all times.
  2. Individual partners can commit the partnership to formal business agreements without the consent of the other partners.
  3. LLPs lack the ease of ownership transfer and investment that a company structure provides.
  4. No corporate tax benefits: Tax exemptions available to private limited companies are not available to LLPs. LLP is treated as tax transparent which means LLP is not taxed as an entity. Instead each partner is taxed on their share of the profits as per the personal income tax rates.
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