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Private Limited Company
In Singapore, the most common type of business entity is private limited company. All business that would like to commence in Singapore must firstly registered with Accounting and Corporate Regulatory Authority (ACRA) and governed by the Companies Act. It usually ended with the suffix “Pte. Ltd.” to its name.
A private limited company is limited by shares and has a separate legal entity from its shareholders. It is recognised as a taxable entity in its own right. As a result, shareholders of a Singapore private limited company are not liable for its debts and losses beyond their amount of share capital.
At CorpXervices, we are pleased to assist you with the entire incorporation process, which merely takes few hours if all the necessary documents and details are well prepared in advance. Here are some statutory requirements that you need to know about.
Sole proprietorship is the simplest and cheapest business structure in Singapore. It is a business owned by one person or one company and must be renewed with ACRA annually. The sole proprietorship does not constitute a separate legal entity and therefore the owner is personally accountable for all liabilities of the business. There is no separation between the owner and its personal assets.
The owner has absolute say in the running of the business. In most of the cases, the sole proprietor acts in the capacity of the manager if he is ordinarily resident in Singapore. Any appointed manager has to be a natural person of at least 18 years of age. The profits derived from sole proprietorship are treated as personal income of the owner and subjected to personal tax rate.
A GP is run by two to twenty partners. The partners can either be individuals or bodies corporate. It consists of a foreign individual unless the manager of the business is local resident in Singapore. In Singapore, GP is not a very attractive way to structure a business because 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.
As a partnership is not an entity in law, it cannot sue or be sued in its own name and it cannot own property. In GP, the profits are taxed at partners’ personal income tax rates for individuals, while the corporate tax applies for companies acting as partners.
The LP is a business organisation which consists of one or more ‘general partners’, who contributes the management in running the business and one or more ‘limited partners’ who contribute only money, where he does not involved in day to day operation of the business. The general partner has unlimited liability and is personally liable for all debts and losses. The other partner may be limited partner, who is not personally liable for debts or obligation, but to the extent of his agreed contribution.
To register LP, both the general partner and limited partners can be either individuals of at least 18 years old or a corporate entity. In any case where the general partner is not ordinarily resident, a local manager who is ordinarily resident needs to be appointed. Individual partner will be subject to partner’s personal tax rate, while the corporate tax rate applies to corporate partner.
Limited Liability Partnership
Out of three types of partnership business entities, LLP is integration of both partnerships and companies features. An LLP should be at least two or more partners (individual’s corporations or another LLP) enter into an agreement to conduct business under specific terms and conditions that are mutually agreed by all partners. LLP is ideal for lawyers, architects, accountants, and other professional firms.
The partners are held responsible for liabilities; but to the extent of their share of investment in the LLP.
Citizens, Residents and Employment Pass Holders of Singapore can register for a Limited Liability Partnership. Profits are charged at personal tax rates for individual partners and corporate tax rates for corporate partners.