Partners in an LP

Every LP must have at least (i) one general partner and (ii) one limited partner. There is no limit to the maximum number of partners. The general partner can be an individual or a company. The limited partner can be an individual, a company or an unregistered foreign company.

  • General Partner
    A general partner has unlimited liability and can take part in the management of an LP. This means a general partner is responsible for the actions of the LP and is liable for all debts and obligations the LP incurs.
  • Limited Partner
    A limited partner’s liability on the other hand is capped at the amount of his agreed investment in the LP. He is not liable for any debts and obligations of the LP beyond this amount.

A limited partner shall not take part in the management of the LP. If he does, he will be treated as a general partner with unlimited personal liability.

Managers in an LP

An LP must appoint a local manager (who is at least 18 years of age) if all the general partners are not “locally resident” in Singapore (e.g. Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass).  

FIN holders are advised to check with the relevant pass issuing authority (e.g. MOM/ ICA) on their eligibility before registering or taking on an appointment (e.g. manager).

The local manager is personally responsible for discharging all obligations of the LP. He is subject to the same responsibilities, liabilities and penalties as a general partner of the LP if the general partner defaults in respect of such obligation.

The manager of an LP must not be an undischarged bankrupt (unless he has obtained permission from the High Court or of the Official Assignee).

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