Formation of Limited Partnerships
LPs are formed in the same way as partnerships. In Singapore, the first step in the formation of an LP is to registrater the LP with the Accounting and Corporate Regulatory Authority (ACRA). It is advised that those who intend to form an LP seek the services of company formation specialists to speed up the process. Fortunately for those who wish to do so, we at Paul Hype Page & Co do have such specialists among our ranks. We will do our best to help you set up your Singapore company, whether it be an LP (Limited Partnership), LLP (Limited Liability Partnership), or any other business entity.
After registration with ACRA, the next step is to register the company name. However, not all company names will be approved. If the name is too similar to that of an existing company, banned by law, or carries negative connotations, the name will not be approved. After approval of the name, the purpose of setting up the LP must be provided. A director who is a resident of Singapore must also be appointed. Once these steps have been taken, as long as there is evidence that the company was formed by a combination of general partners and limited partners, the LP may begin operations.
Termination of Limited Partnerships
The termination of LPs is like the termination of private listed companies. There are, however, some differences relevant to limited partners. For example, limited partners are not entitled to dissolve the LP by notice. Also, an LP is dissolved on the death, dissolution, bankruptcy, or liquidation of a limited partner.
In case of the termination of an LP, its affairs are to be wound up by the general partners unless there is a court order to the contrary.
Registration and Compliance
An LP may be registered under the Limited Partnership Act, according to which it has limited partners that are registered as such under the Act. An LP is considered to be a general practitioner unless one or more persons are registered as limited partners of the firm in accordance with the Act.
A partnership can also be converted into an LP after one or more (but not all) of its partners register themselves as limited partners. The resulting LP formed must also register itself as an LP under the Limited Partnership Act. When a person deals with a firm after it becomes an LP, that person is entitled to treat the firm as a general partnership until the person has notice of the registration of that firm as an LP. The person is also entitled to treat any person who was a partner of the firm as a general partner of the LP until the person receives notice of the registration of the other person as a limited partner.
The registration of the LP is done through the lodging of prescribed documents by one of its general partners. Thereafter, the LP must comply with all the requirements set out under the Act such as the filing of changes in particulars of the LP, publication of its name and registration number on invoices, and official documents and the keeping of proper accounts.
LPs registered under the Limited Partnership Act are not subject to the provisions of the Business Registration Act. Should the LP cease to have any person named as its limited partner, its registration under the Limited Partnership Act will be suspended. Under such circumstances, the provisions of the Business Registration Act will apply to the LP.
Where every general partner of an LP is ordinarily resident outside Singapore, the Registrar may require a local manager to be appointed to handle the discharge of all obligations attaching to the LP under the Limited Partnership Act.