Limited Liability PartnershipsAct 2005

Limited Liability Partnerships Act 2005 2020 REVISED EDITION This revised edition incorporates all amendments up to and including 1 December 2021 and comes into operation on 31 December 2021 An Act to provide for limited liability partnerships. [11 April 2005] PART 1 PRELIMINARY Short title 1. This Act is the Limited Liability Partnerships Act 2005. Interpretation 2.—(1) In this Act, unless the context otherwise requires — [Deleted by Act 21 of 2024 wef 09/12/2024] “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act; [Act 21 of 2024 wef 09/12/2024] “Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004; “Authority’s website” means the Authority’s Internet website; “company” has the meaning given by section 4(1) of the Companies Act 1967; “contact address”, in relation to an individual, means an address that meets all of the following conditions: (a) it is a physical address at which the individual can be physically found or contacted by post; (b) it is not a post office box number; (c) it is located in the same jurisdiction as the individual’s residential address; [Act 21 of 2024 wef 09/12/2024] “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 — (c) any corporation sole; (d) any co-operative society; [Act 30 of 2024 wef 01/11/2024] (e) any registered trade union; or [Act 30 of 2024 wef 01/11/2024] (f) any registered platform work association; [Act 30 of 2024 wef 01/11/2024] “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; “firm” has the meaning given by section 2(1) of the Business Names Registration Act 2014; “foreign company” has the meaning given by section 4(1) of the Companies Act 1967; “full name” or “name” means — (a) in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or (b) in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available; [Act 21 of 2024 wef 09/12/2024] “identification” means — (a) in the case of an individual issued with an identity card under the National Registration Act 1965, 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 any other similar evidence of identity that is acceptable to the Registrar; “limited liability partnership” has the meaning given 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 the person’s particulars or consent to act are lodged with the Registrar as required under section 29(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; or (c) any liquidator of the limited liability partnership appointed in a voluntary winding up, but does not include — (d) any receiver who is not also a manager; (e) any receiver and manager appointed by the General Division of the High Court; or (f) any liquidator appointed by the General Division of 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; “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; “private company” has the meaning given by section 4(1) of the Companies Act 1967; “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; “solicitor” means an advocate and solicitor of the Supreme Court. [2/2007; 18/2014; 29/2014; 35/2014; 16/2017; 40/2018; 40/2019] (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 is, in the case of a limited liability partnership which has only one manager, 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, in the case of a limited liability partnership which has only one manager, is to the doing of that act by that manager. (5) For the purposes of sections 20(6), 21(2), 23(5) and 24(9) and (10), any reference to the Minister includes a reference to the Minister of State for his or her Ministry who is authorised by the Minister for the purpose of hearing an appeal under that section. [35/2014] Administration of Act and appointment of Registrar of Limited Liability Partnerships, etc. 3.—(1) The Authority is 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 and for the proper administration of this Act — (a) appoint an officer of the Authority to be the Registrar of Limited Liability Partnerships; and (b) from among the officers of the Authority, public officers and the officers of any other statutory board, appoint any number of Deputy Registrars and Assistant Registrars of Limited Liability Partnerships that the Minister considers necessary. (3) The Registrar is responsible generally for the carrying out of the provisions of this Act and for the collection of the fees under this Act and must pay all amounts so collected into the funds of the Authority. (4) The Authority may give to the Registrar directions, not inconsistent with the provisions of this Act, as to the exercise of his or her powers, functions or duties under this Act, and the Registrar must give effect to those directions. (5) The Registrar may, subject to any conditions or restrictions that he or she 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 the Registrar by this Act except the power of delegation conferred by this subsection.