A Limited Liability Partnership (LLP) is one of the ways to conduct business in Singapore. A Singapore LLP offers the operational flexibility of a partnership while having a separate legal entity like a private limited company.
Key Takeaways
- A separate legal entity — and the protection has limits: Under section 12 of the Limited Liability Partnerships Act 2005, an obligation of the LLP is solely the obligation of the LLP, and a partner is not personally liable for it solely by reason of being a partner. A partner does remain personally liable in tort for their own wrongful act or omission — though not for another partner’s. These are not the Act’s only exceptions.
- Whether you need a CSP depends on Singpass: Per ACRA’s LLP registration guide, locals and foreigners who hold Singpass may register the LLP themselves — the person who reserved the business name must be the one to register it, and must be a partner or manager of the proposed LLP — or may engage an ACRA-registered Corporate Service Provider (CSP). Foreigners without Singpass must engage a CSP.
- The regime transitioned: The Corporate Service Providers Act 2024 took effect on 9 June 2025, and existing “registered filing agent” (RFA) registrations transitioned automatically to CSP registrations.
- Check before you engage: You can verify whether a provider is a registered CSP on Bizfile before appointing them.
- Foreigners running it themselves need a pass: If you are a foreigner and intend to personally run the LLP in Singapore, you must hold an appropriate work pass or approval; the exact requirement depends on your existing pass and circumstances — confirm with MOM. (Citizens and permanent residents do not need one.)
Table of Contents
Features of a Limited Liability Partnership (LLP) in Singapore
As a body corporate, a Singapore LLP has a legal personality separate from its partners and has perpetual succession, meaning any change in the partners (such as resignation or death) does not affect the existence, rights, or liabilities of the LLP itself.
An LLP is able to:
- Sue and be sued in its own name;
- Acquire and hold property in its own name;
- Have a common seal;
- Carry out various activities legally in its own name, just like any other corporate entity.
Under section 12 of the Limited Liability Partnerships Act 2005, an obligation of the LLP — whether it arises in contract, tort or otherwise — is solely the obligation of the LLP, and a partner is not personally liable for it solely by reason of being a partner. That does not remove a partner’s personal liability in tort for their own wrongful act or omission, though no partner is liable for another partner’s. Where a partner is liable to someone in the course of the LLP’s business or with its authority, the LLP is liable to the same extent. These are not the Act’s only exceptions — read the Act itself for the full position.
An LLP must maintain accounting records, profit and loss accounts, and balance sheets that sufficiently explain its business transactions and financial position. Additionally, an LLP must submit an annual declaration of solvency or insolvency (i.e., whether it can or cannot pay its debts) to the Accounting and Corporate Regulatory Authority (ACRA), and this information is made available to the public.
Partner and Manager Requirements for an LLP
Partners
- Partners of an LLP must comply with the provisions of the limited liability partnership agreement.
- Each LLP must have at least two partners.
- Partners of an LLP can be individuals, local Singaporean companies, foreign companies, or other LLPs.
Managers
- Managers of an LLP are involved in the management of the company.
- Each LLP must appoint at least one manager who is a local resident of Singapore, is at least 18 years old, and has full legal capacity.
Considerations for Foreigners Registering an LLP
Foreigners wishing to register an LLP in Singapore need to appoint a local resident as a manager. This local resident can be:
- A Singapore Citizen
- A Singapore Permanent Resident
- A valid holder of an Employment Pass, Personalised Employment Pass (PEP) or Overseas Networks & Expertise Pass (ONE Pass)
⚠️ Foreign Identification Number (FIN) holders should check with their pass issuer (MOM or ICA) before registering a business name or accepting a role — for example, Employment Pass holders must first seek a Letter of Consent from MOM. The EntrePass is a separate work-pass route for entrepreneurs, applied for before incorporation or within six months of setting up.
A foreigner who is a registrant can continue to reside outside Singapore. Whether you must engage a Corporate Service Provider (CSP) turns on Singpass. Under ACRA’s guide to registering a limited liability partnership, locals and foreigners who hold Singpass may register the LLP themselves — only the person who reserved the business name can register it, and that person must be a partner or manager of the proposed LLP — or may engage a CSP to register on their behalf. Foreigners without Singpass must engage an ACRA-registered CSP to register for them. A CSP is typically a law firm, accounting firm or corporate secretarial services firm. Since the Corporate Service Providers Act 2024 took effect on 9 June 2025, existing “registered filing agent” (RFA) registrations have transitioned automatically to CSP registrations; you can check whether a provider is a registered CSP on Bizfile before engaging them. If the registrant also wishes to personally run the LLP in Singapore, they must first hold an appropriate work pass or approval permitting that activity; the exact requirement depends on their existing pass and circumstances, and should be confirmed with MOM or the relevant pass-issuing authority.
Official Sources & References
- Accounting and Corporate Regulatory Authority (ACRA): Registering a limited liability partnership (who may register personally, who must engage a CSP) · Requirements & eligibility (local-resident requirement) · Choosing a business structure (LLP definition) · Transitioning to the CSP Act: existing RFAs & RQIs
- Bizfile: Using Bizfile’s search functions (check CSP status) · Bizfile
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