Comparisons of features of Sole Proprietorship, Partnership, Limited Partnership, Limited Liability Partnership and Limited Company

Types of Business Entities Sole Proprietorship Partnership Limited Partnership (LP) Limited Liability Partnership (LLP) Limited Company
Ownership One person At least 2 and up to 20 partners At least 2 partners; one general and one limited partner. No maximum limit At least 2 partners, no maximum limited Exempt Private Company (EPC) – 20 members or less and no corporate member holds beneficial interest in the company’s shares
Non-EPC – 50 members or less
Public company – can have more than 50 members
Legal Status Not a separate legal entity Not a separate legal entity Not a separate legal entity A separate legal entity from its partners A separate legal entity from its members and directors
Capacity to sue or be sued Can sue or be sued in individual’s own name
Can also be sued in business name
Can sue or be sued in firm’s name May sue or be sued in firm’s name Can sue or be sued in LLP’s name Can sue or be sued in company’s name
Limited Liability Owner has unlimited liability Partners have unlimited liability General partner has unlimited liability.
Limited partner has limited liability
Partners have limited liability Members have limited liability
Personally liable Owner personally liable for debts and losses of business Partners personally liable for partnership’s debts and losses incurred by other partners General partner personally liable for debts and losses of the LP.
Limited partner not personally liable for the debts or obligations of LP beyond amount of his agreed contribution
Partners personally liable for debts and losses resulting from their own wrongful actions. Partners not personally liable for debts and losses of LLP incurred by other partners Members not personally liable for debts and losses of company
Owning property Can only own property in individual’s name Cannot own property in firm’s name Cannot own property in LP’s name Can own property in LLP’s name Can own property in company’s name
Registration requirements Age 18 years or above. Singapore citizen/Singapore permanent resident/Employment Pass.
If owner not resident in Singapore, he must appoint a local manager who is ordinarily resident in Singapore
Age 18 years or above. Singapore citizen/Singapore permanent resident/Employment Pass.
If owner not resident in Singapore, he must appoint a local manager who is ordinarily resident in Singapore
At least one general partner and one limited partner. Both can be individuals (at least 18 years old or above) or body corporate (company or LLP).
If all general partners are not ordinarily resident in Singapore, they must appoint a local manager who is ordinarily resident in Singapore
At least 2 partners who can be individuals (at least 18 years old) or body corporate (company or LLP).
At least one manager who is ordinarily resident in Singapore and at least 18 years old
At least one shareholder.
At least one director who is ordinarily resident in Singapore and must be at least 18 years old
Taxes Profits taxed at owner’s personal income tax rates Profits taxed at partners’ personal income tax rates Profits taxed at partners’ personal income tax rates (if individual)/corporate tax rate (if corporation) Profits taxed at partners’ personal income tax rates (if individual)/corporate tax rate (if corporation) Profits taxed at corporate tax rates
Perpetual succession Exists as long as the owner is alive and desires to continue the business Exists subject to partnership agreement Exists subject to partnership agreement If there ceased to be any A LLP has perpetual succession until wound up or struck off A company has perpetual succession until wound up or struck off
Closing the business Cessation of business by owner. Registration can also be cancelled if not renewed Cessation of business or dissolution of partnership by partners. Registration can be cancelled if not renewed Cessation of business or dissolution by general partner. Registration can be cancelled if not renewed Winding up. Striking off Winding up. Striking off

 

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