Minimum of 2 partners
28.—(1) Every limited liability partnership must have at least 2 partners.
(2) If a limited liability partnership carries on business with fewer than 2 partners for a period of more than 2 years, a person is (despite section 12(1) and (2)) 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, the person —(a)
was a partner of the limited liability partnership; and
(b)
knew that the limited liability partnership was carrying on business with fewer than 2 partners for a period of more than 2 years.[22
Manager
29.—(1) Every limited liability partnership must ensure that it has at least one manager who —(a)
is a natural person;
(b)
has attained 18 years of age and is otherwise of full legal capacity; and
(c)
is ordinarily resident in Singapore.[7/2009]
(2) Every limited liability partnership must ensure that the particulars of every person who acts as manager of the limited liability partnership and the person’s consent to act as such are lodged with the Registrar in such medium and form as the Registrar may determine.
(3) A manager is —(a)
answerable for the doing of all acts, matters and things, as are required to be done by the limited liability partnership under sections 30, 33 and 34; and
(b)
personally liable for all penalties imposed on the limited liability partnership for any contravention of those sections unless the manager satisfies the court hearing the matter that the manager should not be so liable.
(4) If a limited liability partnership contravenes subsection (1), the limited liability partnership and every partner of the limited liability partnership shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 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.
(5) Any limited liability partnership which contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 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.[23
Annual declaration
30.—(1) Every limited liability partnership must lodge with the Registrar a declaration by one of its managers that, in that manager’s opinion, the limited liability partnership either —(a)
appears as at that date to be able to pay its debts as they become due in the normal course of business; or
(b)
does not appear as at that date to be able to pay its debts as they become due in the normal course of business.[16/2017]
(2) The declaration mentioned in subsection (1) must also contain such particulars of, or information concerning, the limited liability partnership as may be prescribed.[16/2017]
(3) The declaration mentioned in subsection (1) must 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.
(4) Despite subsection (3), the Registrar may, on application by a limited liability partnership, and if he or she thinks fit, grant an extension of time for the lodging of the declaration mentioned in subsection (1).
(5) If a limited liability partnership fails to lodge the declaration mentioned in subsection (1) within the time or extended time referred to in subsections (3) and (4), the limited liability partnership shall be —(a)
guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000; and
(b)
paragraph 3(2)(d) of the Fifth Schedule applies.
(6) A manager who makes a declaration mentioned in subsection (1)(a) without having reasonable grounds for the manager’s opinion, shall be guilty of an offence and shall be liable on conviction —(a)
in the case where the manager is an individual, to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both; or
(b)
in any other case, to a fine not exceeding $5,000.
(7) Any person who, in connection with a declaration made under this section, makes a statement or provides information (whether directly or indirectly) to a manager that is false or misleading in a material particular, when the person knows or ought reasonably to have known that the statement or information is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction —(a)
in the case where the person is an individual, to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both; or
(b)
in any other case, to a fine not exceeding $10,000.
(8) If an offence under this section is committed with intent to defraud creditors of the limited liability partnership or for a fraudulent purpose, the offender shall be liable on conviction —(a)
in the case where the offender is an individual, to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years or to both; or
(b)
in any other case, to a fine not exceeding $15,000.[24
Accounts
31.—(1) Every limited liability partnership must keep such accounting and other records as will sufficiently explain the transactions and financial position of the limited liability partnership and enable profit and loss accounts and balance sheets to be prepared from time to time which give a true and fair view of the state of affairs of the limited liability partnership.
(2) The limited liability partnership must retain the records referred to in subsection (1) for a period of at least 5 years from the end of the financial year in which the transactions or operations to which those records relate are completed.[2/2007]
(3) The records referred to in subsection (1) must be kept at such place as the partners think fit and must at all times be open to inspection by the partners.
(4) The Registrar may, by written notice to the limited liability partnership or any of its partners, require the limited liability partnership or that partner to produce the records referred to in subsection (1) for the Registrar’s inspection within the time and at the place specified in that notice.
(5) If a limited liability partnership contravenes subsection (1), (2) or (3), the limited liability partnership and every partner of the limited liability partnership shall be guilty of an offence and shall be liable on conviction —(a)
in the case where the offender is an individual, to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both; or
(b)
in any other case, to a fine not exceeding $10,000.
(6) Any person who fails to comply with a requirement under subsection (4) shall be guilty of an offence and shall be liable on conviction —(a)
in the case where the offender is an individual, to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both; or
(b)
in any other case, to a fine not exceeding $10,000.[25
Registered office
32.—(1) Every limited liability partnership must have a registered office within Singapore to which all communications and notices may be addressed.
(2) A document may be served on a limited liability partnership by leaving it at or sending it by registered post to the registered office of the limited liability partnership.
(3) A limited liability partnership may change the address of its registered office by lodging with the Registrar notice of the change in such medium and form as the Registrar may determine, and any such change takes effect only upon the lodgment.[26
Publication of name and limited liability
33.—(1) Every limited liability partnership must ensure that its invoices and official correspondence bear the following:(a)
the name and registration number of the limited liability partnership;
(b)
a statement that it is registered with limited liability.
(2) Any limited liability partnership which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 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.[27
Registration of change in particulars
34.—(1) A limited liability partnership must lodge with the Registrar —(a)
within 14 days after the appointment of a new partner of the limited liability partnership, a statement containing the particulars mentioned in section 19(1)(d) or (e) (as the case may be) of the new partner;
(b)
within 14 days after the appointment of a new manager of the limited liability partnership, a statement containing the particulars mentioned in section 19(1)(f) or (g) (as the case may be) of the manager;
(c)
within 14 days after a partner or manager ceases to be a partner or manager of the limited liability partnership, a statement of that fact;
(d)
within 14 days after any change in the particulars of any partner or manager of the limited liability partnership that have been lodged with the Registrar under this Act, other than the partner’s or manager’s residential address, a statement containing the particulars of the change; or
(e)
within 14 days after any other change that is made or that occurs in any of the particulars registered in respect of any limited liability partnership, a statement specifying the nature and date of the change, and containing any other information that may be prescribed.[35/2014]
(2) The Registrar may, on application by the limited liability partnership, extend the period referred to in subsection (1)(a) to (e).[35/2014]
(3) Any person who ceases to be a partner or manager of a limited liability partnership may himself, herself or itself lodge with the Registrar the statement mentioned in subsection (1)(c) if the person has reasonable cause to believe that the limited liability partnership will not lodge the statement with the Registrar.[35/2014]
(4) A partner or manager, who is an individual, who changes his or her residential address must lodge with the Registrar a notice of the new residential address within 14 days after the date of change.[35/2014]
(5) Where a partner or manager has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the partner or manager is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (4).[35/2014]
(6) The Registrar may, in any particular case, require a statement lodged under subsection (1) to be rectified in any manner that the Registrar considers fit.[35/2014]
(7) Any statement required to be lodged under this section must be in such medium and form as the Registrar may determine.[35/2014]
(8) Any —(a)
limited liability partnership which contravenes subsection (1); or
(b)
partner or manager of a limited liability partnership who contravenes subsection (4),
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 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.
(9) A statement lodged on or after the date of commencement of section 54 of the ACRA (Registry and Regulatory Enhancements) Act 2024 —(a)
in relation to the appointment of a new partner (who is an individual) for the purposes of subsection (1)(a), must contain the particulars mentioned in section 19(1)(d) as in force when the statement is lodged, despite the new partner having been appointed before that date; and
(b)
in relation to the appointment of a new manager (who is an individual) for the purposes of subsection (1)(b) must contain the particulars mentioned in section 19(1)(f) as in force when the statement is lodged, despite the new manager having been appointed before that date.[28
[35/2014]
[Act 21 of 2024 wef 09/12/2024]
Duty of partners and managers to provide information to limited liability partnership
35.—(1) A partner or manager (as the case may be) must give the limited liability partnership —(a)
any information the limited liability partnership needs to comply with section 34(1)(a) or (b) (as the case may be) as soon as practicable but not later than 14 days after his, her or its initial appointment as a partner or manager unless the partner or manager has previously given the information to the limited liability partnership in writing; and
(b)
any information the limited liability partnership needs to comply with section 34(1)(d) as soon as practicable but not later than 14 days after the date of change to the information referred to in that provision.[35/2014]
(2) Despite subsection (1), but subject to subsection (3) —(a)
a partner of a limited liability partnership must, if requested by the limited liability partnership, give the limited liability partnership any information mentioned in section 19(1)(d) or (e); and
(b)
a manager of a limited liability partnership must, if requested by the limited liability partnership, give the limited liability partnership any information mentioned in section 19(1)(f) or (g),
for the purpose of enabling the limited liability partnership to confirm its record of the information or reinstate its record of the information where the original record of the information has been destroyed or lost.
[35/2014]
(3) The partner or manager of a limited liability partnership mentioned in subsection (2) must provide the information to the limited liability partnership as soon as practicable but not later than 14 days after receipt of a written request for the information from the limited liability partnership.[35/2014]
(4) A partner or manager of a limited liability partnership who is bound to comply with a requirement under this section and fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 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.
(5) Where a partner or manager (who is an individual) gives information to a limited liability partnership under subsection (1)(a) or (2) on or after the date of commencement of section 55 of the ACRA (Registry and Regulatory Enhancements) Act 2024 in relation to his or her appointment, the information given must be in accordance with section 19(1)(d) or (f) (as the case may be) as in force when the information is given, despite the appointment having taken place before the date of commencement.[28A
[35/2014]
[Act 21 of 2024 wef 09/12/2024]
Request for copy of notice of registration, etc.
36.—(1) A person may, on payment of such fee as may be prescribed, require a copy of a notice of registration, or a copy of or an extract from any document filed or lodged with the Registrar, to be given or certified by the Registrar.[35/2014]
[Act 21 of 2024 wef 09/12/2024]
(2) Any copy or extract given under subsection (1) which is certified to be a true copy or extract by the Registrar is, in any proceedings, admissible in evidence as of equal validity as the original document.[35/2014]
(3) The Registrar is not required to issue under subsection (1) a copy of or an extract from a document forming part of the register where that document has been destroyed under section 82.
(4) Subsection (1) does not apply to any document prescribed as an excluded document for the purposes of this subsection.[Act 21 of 2024 wef 09/12/2024]
(5) Where a document is submitted on or after the date of commencement of section 56 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the reference to the document in subsection (1) excludes the following entries in the form:(a)
a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;
(b)
an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;
(c)
any other prescribed information.[Act 21 of 2024 wef 09/12/2024]
(6) Where —(a)
a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 56 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and
(b)
an individual’s residential address is entered in that form,
the Registrar must cause the individual’s residential address to be excluded from every copy or extract of that document given or certified by the Registrar under subsection (1).
[28B
[35/2014]
[Act 21 of 2024 wef 09/12/2024]
Transitional provision for contact address
37.—(1) Where an individual maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.
(2) Where an individual did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.
(3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 34(1)(d), to have been lodged with the Registrar under this Act.
(4) In this section, “commencement date” means the date of commencement of section 57 of the ACRA (Registry and Regulatory Enhancements) Act 2024.[Act 21 of 2024 wef 09/12/2024]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
