| Types of Companies Structure |
Sole Proprietor |
Limited Partnership |
Limited Liability Partnership |
Private Limited Company |
| Benefits/Suitable For |
Individual with low risk and low cost business Personal Assets Not Protected |
Active Partners who assume unlimited liability and liability of sleeping partners is limited |
The LLP will give the owners the flexibility of operating as a partnership whilst giving them
limited liability. It combines the benefits of a partnership with those of private limited companies. |
For those who foresee their business going places, who need equity partners, funding and recognition and wish to eventually go public |
| Disadvantages |
Personal Assets Not Protected |
Active partners have joint and unlimited personal liability for all of the company’s debts and liabilities |
Less Recognised compared to a Private Limited Company |
Continuing Compliance Obligations eg Financial Reports, AGMS, etc |
| Ownership |
Foreigners & Corporations (with local manager) and Singapore Residents |
Foreign or local individuals, a local company, a foreign company or another LLP But must have one Manager who is a Singapore Resident |
Foreign or local individuals, a local company, a foreign company or another LLP But must have one Manager who is a Singapore Resident |
Can be 100% foreign or locally owned but needs a Singapore Resident Director |
| Separate Legal Entity |
No |
No |
Yes |
Yes |
| Cap on Number of Members |
One |
No |
No |
Yes, max 20 For Exempt Companies |
| Minimum Setting up Requirement |
One |
At least 2 partners, one must be an active partner |
At least 2 partners |
1 shareholder and 1 director (both can be same) |
| Limited Liability |
No |
Only for limited partners |
Yes |
Yes |
| Need for Audited Accounts |
No |
No |
No |
Yes, for turnover above S$5 Million or Non Exempt Companies |
| Tax Treatment |
Same as Personal Income tax |
Partners taxed according to their personal income tax rate |
Partners taxed according to their personal income tax rate |
Taxed at the corporate level, First S$100,000 of net income each year is tax free and the next S$200.000 will be taxed at 8.5% for new Exempt Companies for first 3 years. Dividends are tax exempt. |
| Cessation of Business upon Death of a Member/Partner |
No |
No |
No. The LLP will continue to exist |
No. Equity shares go on in perpetuity |