Publication of name
Open ↗26.—(1) Every general partner of a limited partnership must ensure that the invoices and official correspondence of the limited partnership bear the name and registration number of the limited partnership.
(2) Any person who 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.
Accounts and audit
Open ↗27.—(1) Every general partner of a limited partnership must ensure that such accounting and other records as will sufficiently explain the transactions and financial position of the limited partnership are kept.
(2) The records referred to in subsection (1) must be retained for a period of at least 5 years after the completion of the transactions or operations to which they respectively relate.
(3) The Registrar may, by written notice to any of the general partners of a limited partnership, require that person 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.
(4) Any person who contravenes subsection (1) or (2) 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.
(5) Any person who fails to comply with a requirement under subsection (3) 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.
Appointment and liability of local managers
Open ↗28.—(1) Where every general partner of a limited partnership registered or to be registered under this Act is ordinarily resident outside Singapore, the Registrar may require a local manager to be appointed.
(2) The local manager is personally responsible for the discharge of all obligations attaching to the limited partnership under Parts 3, 4 and 5, and in the case of any default in respect of any such obligation, the local manager is subject to the same responsibilities, liabilities and penalties as a general partner in the limited partnership and all the penal and other provisions of this Act are construed accordingly.
(3) The consent of the local manager to his or her appointment must be lodged with the Registrar in such form and manner as the Registrar may require.
(4) Where a local manager appointed under subsection (1) ceases to hold office for any reason, a new local manager must be appointed and the change must be registered in accordance with section 18.
(5) Every general partner of a limited partnership who fails to comply with a requirement under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.
Restriction on undischarged bankrupt being manager
Open ↗29.—(1) Any person who, being an undischarged bankrupt (whether adjudicated bankrupt by a Singapore court or a foreign court having jurisdiction in bankruptcy), directly or indirectly, takes part in or is concerned in the management of any limited partnership required to be registered under this Act, without the permission of the General Division 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.[40/2019]
[Act 25 of 2021 wef 01/04/2022]
(2) On an application by an undischarged bankrupt under subsection (1) to the General Division of the High Court or the Official Assignee (as the case may be) the General Division of the High Court or the Official Assignee may refuse the application or approve the application subject to any conditions that the General Division of the High Court or the Official Assignee (as the case may be) may impose.[40/2019]
(3) The permission of the General Division of the High Court for the purpose of this section is not to be given unless notice of intention to apply for the permission of the General Division of the High Court has been served on the Official Assignee and the Official Assignee is heard on the application.[40/2019]
[Act 25 of 2021 wef 01/04/2022]
Disability of persons in default
Open ↗30.—(1) Where a person carries on business in Singapore as a limited partnership without —(a)
the limited partnership being registered under this Act;
(b)
being registered as a partner of the limited partnership under this Act; or
(c)
providing any information required under section 18,
then the rights of the person (called in this section a defaulter) under or arising out of any contract, in relation to the business carried on by the defaulter in respect of which there is no valid registration or there is non-compliance with section 18, made or entered into by or on behalf of the defaulter at any time while the defaulter is in default is, subject to subsection (3), not enforceable by action or other legal proceedings either in the name of the limited partnership or otherwise.
(2) A defaulter may apply to the court for relief against the disability imposed by this section.
(3) The court, on being satisfied that the default was accidental or due to inadvertence or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant relief either generally, or as respects any particular contract, on condition that the costs of the application are paid by the defaulter, unless the court otherwise orders, and on such other conditions (if any) as the court may impose.
(4) Relief under subsection (3) is not to be granted except on such service and publication of notice of the application as the court may order, nor is relief to be given in respect of any contract if any party to the contract proves to the satisfaction of the court that, if the provisions of this Act had been complied with, the party would not have entered into the contract.
(5) This section does not affect the rights of any other party as against the defaulter in respect of a contract mentioned in subsection (1).
(6) If any action or proceedings are commenced by any other party against the defaulter to enforce the rights of a party in respect of a contract mentioned in subsection (1), this section does not prevent the defaulter from enforcing in that action or proceedings, by way of counterclaim, set‑off or otherwise, such rights as the defaulter may have against that party in respect of that contract.
(7) Without limiting the powers of the court to grant the relief mentioned in subsection (3), if any proceedings to enforce any contract are commenced by a defaulter in a District Court or Magistrate’s Court, the District Court or Magistrate’s Court may, as regards that contract, grant relief under this section.
(8) In this section, “court” means the General Division of the High Court.[40/2019]
Inspection
Open ↗31.—(1) The Registrar may authorise in writing any officer or employee of the Authority or any public officer to be an inspector for the purposes of this Act.
(2) For the purposes of ascertaining whether the provisions of this Act are being complied with, the Registrar or any inspector has power at all reasonable times to enter any premises at which he or she has reason to believe any person is carrying on business as a limited partnership and to make such examination and inquiry as may be necessary for those purposes.
(3) The Registrar and every inspector when exercising any power under this Act must declare his or her office and produce his or her written authority to any person affected by the exercise of that power.
(4) Any person who fails to comply with a request made by the Registrar or an inspector or resists or obstructs the Registrar or an inspector in the performance of his or her duties under this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
(5) It is not an offence for any person to refuse to comply with any request made by the Registrar or an inspector, or to resist or obstruct the Registrar or an inspector in the performance of any of his or her duties under this Act, if the Registrar or inspector fails to declare his or her office and to produce his or her written authority.
Power of Registrar to obtain further information
Open ↗32.—(1) In order to obtain such information as the Registrar may consider necessary for the purposes of carrying out the provisions of this Act, the Registrar may —(a)
require any general partner or former general partner of a limited partnership to answer any question in writing which the Registrar considers necessary to ask for the purposes specified in this subsection; or
(b)
summon that person to appear, before him or her or an inspector or any other public officer whom the Registrar may designate, to answer any such question orally.
(2) The Registrar may further require the person mentioned in subsection (1) to make such further declaration or supply such further particulars as the Registrar may require.
Offences
Open ↗33.—(1) Any person who —(a)
fails to provide any information required under section 18 or 18A;
(b)
without lawful excuse, fails to comply with any summons or requirement of the Registrar under section 32;
(c)
makes any statement or provides any information to the Registrar under the provisions of this Act which is false in any material particular or by reason of the omission of any material particular and which the person either knows or has reason to believe is false; or
(d)
contravenes any of the regulations made under this Act,
shall be guilty of an offence.
[35/2014]
(2) If any person in any way holds out that a business is registered as a limited partnership under this Act, that person shall, unless at that time the business was duly registered as a limited partnership under this Act, be guilty of an offence.[35/2014]
(3) A person shall be liable on conviction of an offence under subsection (1) or (2) to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
Evidence of carrying on business under name of limited partnership
Open ↗34. If, in any proceedings for an offence under this Act —(a)
proof is given that the name of a limited partnership has been displayed in any premises; and
(b)
evidence is given from which the court may infer that the name of a limited partnership has reference to any business carried on at the premises,
the person carrying on the business is, in the absence of proof to the contrary, presumed to be carrying on the business under that name.
Composition of offences
Open ↗35.—(1) The Registrar may compound any offence under this Act that is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum not exceeding the lower of the following:(a)
one half of the amount of the maximum fine that is prescribed for the offence;
(b)
$5,000.
(2) On the payment of the sum of money, no further proceedings are to be taken against that person in respect of the offence.
(3) [Deleted by Act 24 of 2025 wef 06/05/2026]
Public servants
Open ↗36. All officers and inspectors appointed under this Act are deemed to be public servants for the purposes of the Penal Code 1871.
Enforcement of duty to make returns
Open ↗37.—(1) If any person is in default in complying with —(a)
any provision of this Act or of any other law which requires the lodging or filing in any manner with the Registrar of any return, account or other document or the giving of notice to the Registrar of any matter;
(b)
any request of the Registrar to amend or complete and resubmit any document or to submit a fresh document; or
(c)
any request of the Registrar under section 21B(7) to rectify any error or defect in any particulars or document in the register,
and fails to make good the default within 14 days after the service on the person of a notice requiring it to be done, a District Court or Magistrate’s Court may, on application by the Registrar, make an order directing that person, or (if that person is a corporation) any officer of the corporation, to make good the default within the time specified in the order.
[35/2014]
(2) Any such order may provide that all the costs of and incidental to the application must be borne by that person or by any officer of the corporation who is responsible for the default if that person is a corporation.
(3) Nothing in this section limits the operation of any other provision of this Act or any written law imposing penalties (in respect of any default mentioned in this section) on that person or an officer of a corporation if that person is a corporation.
Offences by bodies corporate
Open ↗38.—(1) Where an offence under this Act committed by a body corporate is proved —(a)
to have been committed with the consent or connivance of an officer; or
(b)
to be attributable to any neglect on the officer’s part,
the officer, as well as the body corporate, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his or her functions of management as if the member were a director of the body corporate.
(3) In this section —“body corporate” includes a limited liability partnership which has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
“officer”, in relation to a body corporate, means any director, partner, member of the committee of management, chief executive, manager, secretary or other similar officer of the body corporate and includes any person purporting to act in any such capacity;
“partner” includes a person purporting to act as a partner.
Liability of managers, agents, employees, etc.
Open ↗39.—(1) Where a general partner of a limited partnership is required under this Act to do any act or thing, the person responsible for the management of the limited partnership is also answerable for the doing of or omission to do that act or thing.
(2) For the purposes of subsection (1), the reference to a person responsible for the management of a limited partnership includes every manager, agent or employee at any time charged either solely or to a substantial extent with the management of the limited partnership.
(3) Where any agent or employee in the course of his or her employment does or omits to do any act, the doing of which or omission to do which by his or her principal or employer would be an offence under this Act, that agent or employee shall be guilty of that offence.
(4) Any person who would have been guilty of an offence if anything had been done or omitted to be done by the person personally shall be guilty of that offence and shall be liable to the same penalty —(a)
if that thing had been done or omitted to be done by the person’s agent or employee in the course of the person’s employment; and
(b)
unless the person proves to the satisfaction of the court that that thing had been done or omitted to be done without the person’s knowledge or consent and that the person took all reasonable precautions to prevent the doing of or omission to do that thing.
(5) This section is in addition to and not in derogation of any other provisions of this Act.
Service of summons, notices, etc.
Open ↗40.—(1) Any notice, written communication, certificate or other document required to be given or served under the provisions of this Act on a limited partnership or the general partners of a limited partnership is deemed to have been duly given or served if posted by the Registrar to the registered principal place of business of the limited partnership.
(2) Every summons issued by a court in connection with any offence under this Act may be served on the person concerned —(a)
by delivering it to the person;
(b)
by delivering it to any adult residing at the person’s last known place of residence; or
(c)
by forwarding it by registered post in a cover addressed to the person at the person’s contact address or last known place of residence or business or at any address provided by the person.[Act 21 of 2024 wef 9/12/2024]
(3) In proving service by registered post, it is sufficient to prove that the cover containing the summons was properly addressed, stamped and posted by registered post.
Service of documents on partner and manager
Open ↗40A. Any document required to be served under this Act on a partner, who is an individual, or local manager, of a limited partnership is sufficiently served if addressed to the partner or local manager and left at or sent by post to his or her residential address or contact address.[35/2014]
[Act 21 of 2024 wef 9/12/2024]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
