Section 22 - Requirement of Having a Minimum of 2 partners

  • Section 22(1) states that every limited liability partnership shall have at least 2 partners.
  • Section 22(2) states that if a limited liability partnership carries on business with fewer than 2 partners for a period of more than 2 years, a person shall (notwithstanding section 8 (1) and (2) be personally liable, jointly and severally with the limited liability partnership, for any obligation of the limited liability partnership incurred during the period that the limited liability partnership so carries on business after those 2 years if, at the time the obligation was incurred, he was a partner of the limited liability partnership; and knew that the limited liability partnership was carrying on business with fewer than 2 partners for a period of more than 2 years.

Section 23 – Requirement of Having a Manager

  • Section 23(1) states that every limited liability partnership shall ensure that it has at least one manager who is a natural person; has attained the age of 18 years and is otherwise of full legal capacity; and is ordinarily resident in Singapore.
  • Section 23(2) states that every limited liability partnership shall ensure that the particulars of every person who acts as manager of the limited liability partnership and his consent to act as such are lodged with the Registrar in such medium and form as the Registrar may determine.

Section 26 – Requirement of Having a Registered Office

  • Section 26 states that every limited liability partnership shall have a registered office within Singapore to which all communications and notices may be addressed.

Section 28 – Requirement for Registration of changes in particulars for LLP

  • Section 28(1) states that whenever a change is made or occurs in any of the particulars registered in respect of any limited liability partnership, that limited liability partnership shall, within 14 days after the change, or such further period as the Registrar may on application allow, lodge with the Registrar a statement specifying the nature and date of the change, and containing such other information as may be prescribed.
  • Section 28(2) states that any person who ceases to be a partner or manager of a limited liability partnership may himself lodge with the Registrar the statement referred to in subsection (1) if he has reasonable cause to believe that the limited liability partnership will not lodge the statement with the Registrar.

Section 24 – Requirement for filing Annual declaration of solvency or insolvency

  • Section 24(2) states that the declaration referred to in subsection (1) shall be lodged not later than 15 months after the registration of the limited liability partnership and subsequently once in every calendar year at intervals of not more than 15 months.
  • Section 24(4) states that if a limited liability partnership fails to lodge the declaration referred to in subsection (1) within the time or extended time referred to in subsections (2) and (3), the limited liability partnership shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.

Section 33 - Restriction on undischarged bankrupt being manager of limited liability partnership

  • Section 33(1) states that any person who, being an undischarged bankrupt (whether he was adjudicated bankrupt by a court in Singapore or elsewhere), acts as manager of any limited liability partnership without the leave of the High Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
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