A Limited Partnership (LP) is a vehicle for doing business in Singapore. It is a partnership consisting of a minimum of two partners, with at least one general partner and one limited partner. A LP does not have a separate legal entity from the partners, i.e. it cannot sue or be sued or own property in its own name.
An individual or a corporation may be a general partner or a limited partner of the LP. Appointing a local manager is not mandatory unless all the general partners are residing outside Singapore.
A general partner is responsible for the actions of the LP and is liable for all debts and obligations of the LP. A limited partner is not liable for debts and obligations of the LP beyond his agreed contribution, provided he does not take part in the management of the LP.
If there is no limited partner registered with ACRA, the LP registration will be suspended and the general partner will be deemed registered under the Business Names Registration Act. Once a new limited partner registers with ACRA, the LP registration will be restored and the registration under the Business Names Registration Act will cease.
During the registration of the LP, the lodger is required to indicate if the proposed LP falls under Regulation 12 of the LP Regulations. He is also required to indicate the name of the licensed fund manager in the application.
Regulation 12 of the Limited Partnership (LP) Regulations applies where:
- An LP primarily establishes a fund for investment, and
- A "licensed fund manager" (whether a general partner or a general partner's appointee) manages the fund.
A "licensed fund manager" is licensed under the Securities and Futures Act (Cap. 289) to carry on fund management business. He can also be exempted from being so licensed under Section 99 of that Act.