What is a limited partnership (LP) in Singapore?

A limited partnership (LP) in Singapore is a business structure with at least one general partner — who manages the business and carries unlimited personal liability — and at least one limited partner, whose liability is capped at their agreed contribution. It is not a separate legal entity, and is governed by the Limited Partnerships Act 2008.

Who typically considers it?

It is designed for an ownership pattern where at least one partner runs the business and another invests without managing it day to day. It's a narrower structure than it sounds: most owners weighing a passive-investor arrangement end up choosing an LLP or Pte Ltd instead, because neither requires one partner to accept unlimited liability just to keep the others' liability capped — which is part of why LPs remain relatively uncommon in Singapore.

Key requirements to set it up

• At least one general partner and at least one limited partner (no maximum number of partners)
• A registered business name and Singapore address
• MediSave contributions up to date with the CPF Board for all partners
• A locally resident manager where required if no general partner is ordinarily resident in Singapore

How to register

1. Reserve your business name through ACRA BizFile+ (S$15).
2. Decide who is general and who is limited — this determines who carries unlimited liability.
3. Appoint a locally resident manager if no general partner is ordinarily resident in Singapore.
4. Submit the registration through BizFile+ and pay the S$100 registration fee.
5. Receive your UEN and Business Profile once approved — most straightforward applications clear within a few business days; ones referred to another regulator can take 14 to 60 days.

Liability and ownership

Liability: General partners have unlimited liability — practically, at least one person in the arrangement carries the same personal exposure as a sole proprietor. Limited partners generally have liability capped at their agreed contribution, provided they do not manage the business.

Ownership: Partners rather than shareholders; it does not issue shares.

Ongoing compliance

Keep the partner roles accurate and renew the registration — ACRA runs the same one-year (S$30) or three-year (S$90) renewal for LPs as for sole proprietorships, also conditional on partners' MediSave contributions being current. A limited partner who starts managing the business risks losing their limited-liability protection for that period: under Singapore's Limited Partnerships Act, a limited partner who takes part in management becomes liable for the LP's debts incurred during that involvement, just like a general partner.

Where this often goes wrong

The general/limited split gets treated as a formality rather than a real allocation of risk. Whoever ends up as the general partner is the one whose personal assets are exposed if the business fails — that decision deserves as much scrutiny as who's investing how much.

Indicative setup cost

$115 in ACRA fees: $15 to reserve a name and $100 to register the business. A three-year registration is available for $175. As with a general partnership, profits are taxed at each partner's personal rate — IRAS's scale tops out at 24% above S$1,000,000 — rather than at the flat 17% corporate rate.

What happens after you register

• Confirm in writing who is general and who is limited, and keep limited partners out of day-to-day management.
• Open a business bank account using your UEN and Business Profile.
• Set a reminder for your renewal date, one or three years out, before the registration lapses.
• Be aware that if the LP ever has no limited partners, ACRA will automatically convert it to a sole proprietorship or partnership — the LP structure requires at least one limited partner at all times.

Common questions

Can a limited partner help run the business?

Only at the cost of their protection — a limited partner who takes part in management becomes personally liable for the LP's debts incurred during that involvement, the same as a general partner.

Is an LP a separate legal entity, like an LLP or company?

No — unlike an LLP or Pte Ltd, an LP can't own property or sue and be sued in its own name; that responsibility sits with the general partner.

Is there a maximum number of partners in an LP?

No. Unlike a general partnership, which is capped at 20 partners, a limited partnership has no upper limit on the number of partners. This is one reason the LP structure is common for investment funds with many passive investors.

Does an LP need to register for GST?

GST registration is compulsory once the LP's taxable turnover exceeds S$1 million in any 12-month period. Below that threshold, registration is voluntary. The LP registers for GST under its own name.

What happens if all limited partners leave?

ACRA will suspend the LP registration and automatically convert it to a sole proprietorship (if one general partner remains) or a partnership (if multiple general partners remain). The LP registration can be restored by appointing a new limited partner.

How long does registration take?

Most straightforward applications are approved within a few business days of payment. Applications referred to another regulator can take 14 to 60 days.

Requirements and fees can change, and regulated activities may have additional rules. Check current ACRA requirements before registering. To compare this structure with the others, return to the master business-structures comparison.