About Limited Liabilities Partnership (LLP)
An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a company. It is a hybrid structure of a Business and Company. This entity can legally be sued as a separate entity, thus reducing the risks of personal liabilities of the partners. The maintenance cost for the statutory filings and compliance are relatively cheaper compared to Company.
Statutory and Regulatory Compliance
LLP is required to file its’ annual declaration of solvency/insolvency every year with the Accounting and Corporate Regulatory Authority of Singapore (ACRA). An LLP is required to keep accounting records, profit and loss accounts and balance sheets that will sufficiently explain the transactions and financial position of the LLP. Below are some of the standard changes that are required to inform the Accounting and Corporate Regulatory Authority of Singapore (ACRA):
- Change of LLP Name
- Appointment and Changes in Officers of the LLP (Partners/Managers)
- Changes in Particulars of Officers of the LLP (Partners/Managers)
- Change in Registered Office Address
Processing and Filing Agent
In compliance with the rules and regulations of maintenance of statutory records as required by the Singapore Limited Liabilities Partnership Act, AcceServ provides Clients with proper documentations in compliance with the Singapore Limited Liabilities Partnership Act, maintaining the required statutory records such as Identities Records, Registers, and Common Seal. Below are some required statutory records to be kept by the LLP:
- Registration Notice
- Partnerships Agreement
- Management Accounts
- Annual Declarations
- Registers of Controllers
Deregistration / Closure
In Singapore, there are different methods of closing a business, below are some of the methods necessary for a LLP closure:
Application for Striking Off with the Accounting and Corporate Regulatory Authority of Singapore (ACRA)
Striking off is a more straightforward process and at the same time the cost of the process is lower. An LLP may apply to ACRA to strike its name off the register pursuant to Section 38 of the LLP Act. ACRA may approve the application if there is reasonable cause to believe that the LLP is not carrying on business and the LLP is able to satisfy the criteria for striking off.
Liquidation can be categorized into 3 different types namely Members’ Voluntary Liquidation, Creditors’ Voluntary Liquidation and Court Winding Up. When a LLP is in Liquidation, a Liquidator will be appointed and he shall takes control of the LLP during the liquidation process. The LLP must cease to carry on its business except so far as is in the opinion of the Liquidator required for the beneficial disposal or winding up of the business.
Members’ Voluntary Liquidation (“MVL”) – Solvent LLP
An LLP may decide to wind up its affairs voluntarily if the partners are of the opinion that the LLP will be able to pay its debts in full within 12 months after the commencement of the winding up. The LLP has to appoint a liquidator or provisional liquidator to wind up its affairs and file the necessary notifications required under the LLP Act. Contact us for more information.
Creditors’ Voluntary Liquidation (“CVL”) – Insolvent LLP
An LLP may decide to opt for creditors’ voluntary winding up if its partners are of the opinion that it cannot by reason of its liabilities continue its business. The LLP will have to convene a meeting of its creditors to allow them to consider its proposal for the company to be wound up. If the creditors agree, the LLP has to appoint a liquidator or provisional liquidator to wind up its affairs and file the necessary notifications required under the LLP Act. Contact us for more information.
Compulsory Winding Up – Insolvent LLP
An LLP may be wound up under an Order of the Court under certain circumstances e.g. the LLP is unable to pay its debts. The Court may appoint a liquidator to wind up the affairs of the LLP. Where no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the LLP. The liquidator will file the necessary notifications required under the LLP Act. Contact us for more information.