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Registration of limited liability partnership
18. Subject to the provisions of this Act, any 2 or more persons associated for carrying on a lawful business with a view to profit may, by complying with the requirements as to registration, register a limited liability partnership under this Act.[14
Manner and particulars of registration
19.—(1) A limited liability partnership may be registered under this Act if a statement by every person who is to be a partner of the limited liability partnership is lodged with the Registrar in such medium and form as the Registrar may determine, containing the following particulars:(a) the name of the proposed limited liability partnership; (b) the general nature of the proposed business of the limited liability partnership; (c) the proposed registered office of the limited liability partnership; (d) all of the following information of each individual who is to be a partner of the limited liability partnership:(i) full name; (ii) identification; (iii) nationality; (iv) residential address and contact address; [Act 21 of 2024 wef 09/12/2024] (e) all of the following information of each body corporate which is to be a partner of the limited liability partnership:(i) the corporate name; (ii) the place of incorporation or registration; (iii) the registration number; (iv) the registered office to which all notices and communications may be addressed; (f) all of the following information of each individual who is to be a manager of the limited liability partnership:(i) full name; (ii) identification; (iii) nationality; (iv) residential address and contact address;[Act 21 of 2024 wef 09/12/2024] (g) all of the following information of each body corporate which is to be a manager of the limited liability partnership:(i) the corporate name; (ii) the place of incorporation or registration; (iii) the registration number; (iv) the registered office to which all notices and communications may be addressed; (h) any other information concerning the proposed limited liability partnership that the Minister may prescribe.[35/2014] (2) The Registrar may, in any particular case, require the statement mentioned in subsection (1) to be verified in any manner that the Registrar considers fit. (3) The General Division of the High Court may, on the application of any person alleged or claiming to be a partner, direct the rectification of the register and decide any question arising under this section.[15 [40/2019]
Registration
20.—(1) On receiving the statement mentioned in section 19, the Registrar must, subject to the provisions of this Act, register the statement and issue a notice of registration in such form as the Registrar may determine. (2) On and from the date of registration specified in the notice of registration issued under subsection (1), there is a limited liability partnership, by the name specified in the notice, registered under this Act with all the attributes described in Part 2. (3) The notice of registration is conclusive evidence that the requirements of section 19 are complied with and that the limited liability partnership is registered by the name specified in the notice. (4) The Registrar may, upon receipt of the application in the prescribed form of a limited liability partnership registered under subsection (1) and on payment of the prescribed fee, issue to that limited liability partnership a certificate of confirmation of registration in such form as the Registrar may determine. (5) This section must not be construed to require the Registrar to register any limited liability partnership if he or she is not satisfied with the particulars or other information provided under this Act. (6) Any person aggrieved by the refusal of the Registrar to register a limited liability partnership of which the person is to be a partner may, within 30 days of the date of the refusal, appeal to the Minister whose decision is final. (7) The registration of any limited liability partnership does not imply that the requirements of any law in relation to any business carried on by that limited liability partnership have been complied with.[16
Power to refuse registration
21.—(1) Despite any provision in this Act or any other written law, the Registrar must refuse to register a limited liability partnership under this Act where the Registrar is satisfied that —(a) the proposed business is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or (b) it would be contrary to the national security or interest for the limited liability partnership to be registered. (2) Any person aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final. (3) For the purposes of this section, a certificate issued by the Minister charged with the responsibility for internal security stating that the Minister is satisfied that it would be contrary to the national security or interest for the limited liability partnership to be registered under this Act is conclusive evidence of the matters so stated.[17
Names of limited liability partnerships
22.—(1) Every limited liability partnership must have either the words “limited liability partnership” or the acronym “LLP” as part of its name. (2) A limited liability partnership that is registered under this Act must not carry on business under a name that is not registered under section 20 or 34. (3) The registration of a name under which a limited liability partnership carries on business is not to be construed as authorising the use of that name if, apart from the registration, the use of that name could be prohibited. (4) Any limited liability partnership which contravenes this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.[18
Reservation of limited liability partnership names
23.—(1) A person may, by lodging an application with the Registrar, apply for the reservation of a name set out in the application as —(a) the name of a proposed limited liability partnership; or (b) the name to which a limited liability partnership proposes to change its name.[35/2014] (2) The Registrar may approve an application made under subsection (1) only if the Registrar is satisfied that —(a) the application is made in good faith; and (b) the name to be reserved is one in respect of which a limited liability partnership may be registered having regard to section 24(1), (2) and (3). [35/2014] (3) The Registrar must refuse to approve an application to reserve a name under subsection (1) as the name of a proposed limited liability partnership if the Registrar is satisfied that —(a) the name is for a limited liability partnership that is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or (b) it would be contrary to the national security or interest for the limited liability partnership to be registered.[35/2014] (4) Where an application for a reservation of a name is made under subsection (1), the Registrar must reserve the proposed name of the proposed limited liability partnership or limited liability partnership for a period starting at the time the Registrar receives the application and ending —(a) if the Registrar approves the application, 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or (b) if the Registrar refuses to approve the application, on the date on which the Registrar notifies the applicant of the refusal.[35/2014] (5) A person aggrieved by a decision of the Registrar —(a) refusing to approve an application under subsection (1); or (b) refusing an application under subsection (4)(a) to extend the reservation period, may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final. [19 [35/2014]
Restrictions on registration of limited liability partnership names
24.—(1) Except with the consent of the Minister or as provided in subsection (3), the Registrar must refuse to register a limited liability partnership under this Act under a name, or to approve a change of name of a limited liability partnership under section 25 to a name, which, in the opinion of the Registrar —(a) is undesirable; (b) is identical to the name of any other limited liability partnership, a limited partnership or a corporation, or to a registered business name; (c) is identical to a name that is reserved under —(i) section 23; (ii) section 16 of the Business Names Registration Act 2014; (iii) section 17(4) of the Limited Partnerships Act 2008; or (iv) section 27(12B), section 27(12B) as applied by section 357(2), or section 378(15) of the Companies Act 1967; or (d) is a name of a kind that the Minister has directed the Registrar, by notification in the Gazette, not to accept for registration.[35/2014; 15/2017] (2) In addition to subsection (1), the Registrar must on or after 3 January 2016, except with the consent of the Minister, refuse to register a limited liability partnership under a name, or allow a limited liability partnership to change its name to a name, if —(a) it is identical to the name of a limited liability partnership that was dissolved — (i) unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 and the Fifth Schedule, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the limited liability partnership was dissolved following its name being struck off the register under section 63, a period of at least 6 years has passed after the date of dissolution; (b) it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or whose business has ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation; (c) it is identical to the name of a company that was dissolved —(i) unless, in a case where the company was dissolved following its winding up under Part 8 of the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the company was dissolved following its name being struck off the register kept under the Companies Act 1967 under section 344 or 344A of that Act, a period of at least 6 years has passed after the date of dissolution; (d) it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar of Companies under section 377(2) of the Companies Act 1967, unless a period of at least 2 years has passed after the date of dissolution; or (e) it is identical to the name of a limited partnership that was cancelled or dissolved —(i) unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or (ii) unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution.[35/2014; 40/2018] (3) Despite subsection (1), the Registrar may, on or after 3 January 2016, register a limited liability partnership under —(a) a name that is identical to the name of a foreign company registered under Division 2 of Part 11 of the Companies Act 1967 —(i) in respect of which notice was lodged under section 377(1) of the Companies Act 1967 that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and (ii) the name of which was struck off the register kept under the Companies Act 1967 under section 377(8), (9) or (10) of that Act, if a period of at least 6 years has passed after the date the name was so struck off; or (b) a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business, if a period of at least one year has passed after the date of cessation.[35/2014] (4) Despite this section and section 25, where the Registrar is satisfied that a limited liability partnership’s name —(a) is one that is not permitted to be registered under subsection (1)(a), (b) or (d); (b) is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period mentioned in that subsection; (c) is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period mentioned in that subsection; (d) so nearly resembles the name of any other limited liability partnership, any limited partnership or corporation or any registered business name, as to be likely to be mistaken for it; or (e) is one the use of which has been restrained by an injunction granted under the Trade Marks Act 1998, the Registrar may direct the limited liability partnership to change its name, and the limited liability partnership must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow in any case. [35/2014] (5) The Registrar’s power under subsection (4) to direct a limited liability partnership to change its name applies regardless of —(a) whether the limited liability partnership’s name was registered through inadvertence or otherwise; or (b) when the limited liability partnership was registered in respect of the name.[35/2014] (6) Any person may apply, in writing, to the Registrar to give a direction to any limited liability partnership, on a ground referred to in subsection (4), to change the limited liability partnership’s name.[35/2014] (7) The Registrar is not to consider any application under subsection (6) to give a direction to a person on the ground referred to in subsection (4)(d) unless the Registrar receives the application within 12 months after the date the limited liability partnership was registered in respect of the name, or the date the change of the limited liability partnership’s name was approved under section 25.[35/2014] (8) Any limited liability partnership which fails to comply with a direction given under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.[35/2014] (9) A person aggrieved by —(a) a direction of the Registrar under subsection (4); or (b) the Registrar’s refusal to give a direction to a person under subsection (4) following an application under subsection (6), may, within 30 days after being informed of the Registrar’s direction or refusal (as the case may be) appeal to the Minister whose decision is final. [35/2014] (10) To avoid doubt, where the Registrar makes a direction under subsection (4) or the Minister makes a decision on an appeal under subsection (9), the Registrar or the Minister (as the case may be) must accept as correct any decision of the General Division of the High Court to grant an injunction mentioned in subsection (4)(e).[35/2014; 40/2019] (11) In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.[19A [35/2014]
Change of limited liability partnership name
25.—(1) An application by a limited liability partnership to change the name under which it was registered is to be lodged with the Registrar.[35/2014] (2) On approving the application, the Registrar must issue to the limited liability partnership a notice of change of name stating the date of the change.[35/2014] (3) Any application for a change of a limited liability partnership name is subject to section 24.[19B [35/2014]
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Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. Read the official text ↗
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