Singapore, being home to over 400,0000 enterprises, allows for a variety of business structures that would meet the diverse needs of its business owners. Choosing the right type of entity is of crucial importance as this can determine your liability, expansion potential, tax, compliance cost and a whole range of other key issues critical for the business.
This page will take you through the different types of business entities in Singapore and help you understand the key features of each one so that you can make a decision based on what best suits you and your business operation.
Individuals looking to set up a business of their own with no additional partners can opt for a sole proprietorship. A sole proprietorship is a business owned and controlled by a single individual, company, or a limited liability partnership.
Key features include:
- It is not a separate legal entity from the business owner.
- The business owner will be held liable for all debts accrued from the sole proprietorship, i.e. the liability is not limited.
- All profits are taxed in the owner’s hands.
- A sole proprietorship will continue to exist as long as the business owner exists as a legal personality.
- Needs to have a Singapore resident authorised representative where the sole proprietor is not a Singapore resident.
Partnership can be either in the form of a general partnership, a limited partnership, or a limited liability partnership.
General Partnership:
Two or more persons looking to start a business operation with a view for profit, can start an association in the form of a partnership.
Key features:
- Partnership requires between 2 to 20 individuals to form.
- It is not a separate legal entity and hence partners have unlimited liability.
- Each partner will be held liable for the debts and losses incurred by the other partner.
- Profits are taxed at the partners’ hands.
- A partnership will continue to exist subject to the partnership agreement and continued existence of the legal personality of the owners.
- Needs to have a Singapore resident authorised representative where all the partners are not Singapore resident.
Limited Partnership:
Limited partnership (LP) consists of a minimum two partners, with at least one general partner and one limited partner. The general partner is the one responsible for the action of the LP and is liable for all the debts of the partnership. On the other hand, a limited partner cannot be held liable for debts of the LP.
Key Features:
- Requires minimum 2 partners, with no limit placed on maximum members.
- It is not a separate legal entity, with the general partner being liable for debts of the LP. The limited partner is not liable for debts or obligations that go beyond his initial agreed contribution.
- Profits are to be taxed at the partners’ personal income tax rate (if individual) or corporate tax rate (if corporation).
- An LP will continue to exist subject to the partnership agreement.
- Needs to have a Singapore resident authorised representative where all the partners are not Singapore resident
Limited Liability Partnership:
A Limited Liability Partnership (LLP) is a corporate body that allows its partners flexibility in operation by acting as a separate legal entity like that of a private limited company. It is a partnership where the individual partner’s own liability is generally limited. Partners in an LLP will only be held responsible for losses arising from his own wrongful act or omission and cannot be held liable for the wrongful acts or omission carried out by other partners of the LLP.
Key Features:
- Requires minimum 2 members, with no limit on maximum number of members.
- It is a separate legal entity, with partners having limited liability.
- Profits are to be taxed at the partners’ personal income tax rate (if individual) or corporate tax rate (if corporation).
- An LLP will continue to exist under the premise of perpetual succession unless it proceeds to be wound up or struck off.
- Needs to have a Singapore resident authorised representative where all the partners are not Singapore resident
A company is a form of business with a separate legal entity that is distinct from its shareholders and directors. Companies are mainly of two types Private and Public.
Key Features:
- It is a separate legal entity from its members and directors.
- Shareholders of a company have limited liability and cannot be held personally liable for the debts or losses of the company.
- Profits of a company are taxed at corporate tax rates.
- It has legal perpetuity wherein the death or insolvency of the shareholders will not affect the existence of the company.
- Needs to have at least one Singapore resident director
Private Limited Company:
The most common and preferred type of entity found in Singapore is the Private Limited Company. It consists of a maximum number of 50 shareholders with the shares being privately held among them. These shares cannot be publicly traded.
Public Company:
There are two kinds of public companies.
- Public Company Limited by Shares – Any entity that has more 50 shareholders will be recognized as a public company. Before proceeding to offer their shares to the public, a public company must submit a prospectus to the Monetary Authority of Singapore. Their features are like those of a private limited company, however companies listed on any exchange will have higher compliance obligations imposed by the exchange.
- Public Company Limited by Guarantee – Organisations set up for charity and other non-profit activities fall under this category. Such a company is incorporated for the purpose of public good and do not have any share capital. The liability is then limited to the amount that its members have agreed to contribute to the assets of the company. Non-commercial entities like religious bodies, charity organizations, trade associations etc. make use of this type of business entity.
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All materials have been prepared for general information purposes only. The information presented in this document is not legal advice, is not to be acted on as such, may not be current and is subject to change without notice. Professional advisory should be sought before taking or refraining from any action as a result of the contents of this document.