Limited Liability Partnerships Act 2005

• Jurisdiction: Singapore
• Coming into Force: 31 December 2021
• Record Number: Cap. 163A
• Published date: 31 December 2006
• Act Number: (Original Enactment: Act 5 of 2005)
• Year: 2005
• Enactment Date: 11 April 2005

Limited Liability Partnerships Act

(CHAPTER 163A)

(Original Enactment: Act 5 of 2005)

REVISED EDITION 2006

(31st December 2006)

An Act to provide for limited liability partnerships.

[11th April 2005]

PART I PRELIMINARY Short title 1. This Act may be cited as the Limited Liability Partnerships Act. Interpretation 2.—(1) In this Act, unless the context otherwise requires — “alternate address” means an alternate address maintained with the Registrar under section 28C that meets the requirements of that section; [Act 35 of 2014 wef 03/01/2016] “Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act (Cap. 2A); “Authority’s website” means the Authority’s Internet website; “company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); “corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes — (a) any limited liability partnership registered under this Act; and (b) any foreign company, but does not include — (i) any corporation sole; (ii) any co-operative society; or (iii) any registered trade union; “financial year”, in relation to a limited liability partnership, means the period in respect of which any profit and loss account of the limited liability partnership is made up, whether that period is a year or not; [2/2007 wef 01/03/2007] “firm” has the same meaning as in section 2(1) of the Business Names Registration Act 2014; [Act 29 of 2014 wef 03/01/2016] “foreign company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); “identification” means — (a) in the case of an individual issued with an identity card under the National Registration Act (Cap. 201), the number of the individual’s identity card; and (b) in the case of an individual not issued with an identity card under that Act, particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar; [Act 35 of 2014 wef 03/01/2016] “limited liability partnership” has the meaning given to it by section 4(1); “limited liability partnership agreement”, in relation to a limited liability partnership, means any agreement expressed or implied between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to the limited liability partnership; “liquidator” includes the Official Receiver when acting as the liquidator of a corporation; “manager”, in relation to a limited liability partnership, means any person (whether or not a partner of the limited liability partnership) who is concerned in or takes part in the management of the limited liability partnership (whether or not his particulars or consent to act are lodged with the Registrar as required under section 23(2)); “officer”, in relation to a limited liability partnership, means — (a) any manager of the limited liability partnership; (b) a receiver and manager of any part of the undertaking of the limited liability partnership appointed under a power contained in any instrument; and (c) any liquidator of the limited liability partnership appointed in a voluntary winding up, but does not include — (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the High Court; or (iii) any liquidator appointed by the High Court or by the creditors; “Official Receiver” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018; [Act 40 of 2018 wef 30/07/2020] “partner”, in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement; [Deleted by Act 18 of 2014 wef 15/05/2015] “private company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); “register” means any register kept and maintained under this Act; “Registrar” means the Registrar of Limited Liability Partnerships appointed under section 3(2)(a) and includes any Deputy Registrar or Assistant Registrar appointed under section 3(2)(b); “residential address”, in relation to an individual, means the individual’s usual place of residence; [Act 35 of 2014 wef 03/01/2016] [Act 16 of 2017 wef 31/03/2017] “solicitor” means an advocate and solicitor of the Supreme Court. [Act 16 of 2017 wef 31/03/2017] (2) Where a limited liability partnership has more than one manager — (a) anything that the manager is required by this Act to do may be done by any one of the managers; and (b) anything which constitutes an offence by the manager under this Act constitutes an offence by each of the managers. (3) A reference in this Act to the managers of a limited liability partnership shall, in the case of a limited liability partnership which has only one manager, be construed as a reference to that manager. (4) A reference in this Act to the doing of any act by 2 or more managers of a limited liability partnership shall, in the case of a limited liability partnership which has only one manager, be construed as the doing of that act by that manager. (5) For the purposes of sections 16(6), 17(2), 19(5) and 19A(9) and (10), any reference to the Minister includes a reference to such Minister of State for his Ministry who is authorised by the Minister for the purpose of hearing an appeal under that section. [Act 35 of 2014 wef 03/01/2016] [Jersey LLP Law 1997, Art. 1 (4)] Administration of Act and appointment of Registrar of Limited Liability Partnerships, etc. 3.—(1) The Authority shall be responsible for the administration of this Act, subject to the general or special directions of the Minister. (2) The Minister may, after consultation with the Authority — (a) appoint an officer of the Authority to be the Registrar of Limited Liability Partnerships; and (b) from amongst the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Limited Liability Partnerships as the Minister considers necessary, for the proper administration of this Act. (3) The Registrar shall be responsible generally for the carrying out of the provisions of this Act and for the collection of the fees thereunder and shall pay all amounts so collected into the funds of the Authority. (4) The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of his powers, functions or duties under this Act, and the Registrar shall give effect to such directions. (5) The Registrar may, subject to such conditions or restrictions as he thinks fit, for the purposes of the administration of this Act, delegate to any person all or any of the powers, functions and duties vested in him by this Act except the power of delegation conferred by this subsection. [BR Act 2004 Ed., s. 3]

PART II NATURE OF LIMITED LIABILITY PARTNERSHIP Separate legal personality 4.—(1) A limited liability partnership is a body corporate which is formed by being registered under this Act and which has legal personality separate from that of its partners. (2) A limited liability partnership shall have perpetual succession. (3) Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership. [Jersey LLP Law 1997, Art. 2 (4); UK LLP 2000, s. 1 (2)] Capacity 5.—(1) A limited liability partnership shall, by its name, be capable of — (a) suing and being sued; (b) acquiring, owning, holding and developing or disposing of property, both movable and immovable; and [Act 16 of 2017 wef 31/03/2017] (c) [Deleted by Act 16 of 2017 wef 31/03/2017] (d) doing and suffering such other acts and things as bodies corporate may lawfully do and suffer. (2) [Deleted by Act 16 of 2017 wef 31/03/2017][Act 16 of 2017 wef 31/03/2017] Common seal 5A.—(1) A limited liability partnership may have a common seal but need not have one. (2) Sections 5B and 5C apply whether a limited liability partnership has a common seal or not. [Act 16 of 2017 wef 31/03/2017] Execution of deeds by limited liability partnership 5B.—(1) A limited liability partnership may execute a document described or expressed as a deed without affixing a common seal onto the document by signature — (a) on behalf of the limited liability partnership by at least 2 partners of the limited liability partnership; or (b) on behalf of the limited liability partnership by a partner of the limited liability partnership in the presence of a witness who attests the signature. (2) A document mentioned in subsection (1) that is signed on behalf of the limited liability partnership in accordance with that subsection has the same effect as if the document were executed under the common seal of the limited liability partnership. (3) Where a document is to be signed by a person on behalf of more than one limited liability partnership, the document is not considered to be signed by that person for the purposes of subsection (1) or (2) unless the person signs the document separately in each capacity. (4) This section applies in the case of a document mentioned in subsection (1) that is executed by the limited liability partnership in the name or on behalf of another person, whether or not that person is also a limited liability partnership. [Act 16 of 2017 wef 31/03/2017] Alternative to sealing 5C. Where any written law or rule of law requires any document to be under or executed under the common seal of a limited liability partnership, or provides for certain consequences if it is not, a document satisfies that written law or rule of law if the document is signed in the manner set out in section 5B(1)(a) or (b) and (3). [Act 16 of 2017 wef 31/03/2017] Application of provisions of Companies Act 5D.—(1) Subject to section 5C, section 41(1) to (8) of the Companies Act (Cap. 50) applies to a limited liability ...