A limited partnership (“LP“) is a vehicle for doing business in Singapore, comprising at least one general partner who takes on unlimited liability for the partnership’s obligations (usually the fund manager), and one or more limited partners (investors) who are not personally liable for the partnership’s obligations beyond their agreed commitments, provided they do not take part in the management of the LP.
LPs are popular amongst investment funds due to the relative ease of day-to-day administration and management and flexibility in the capital structure. Their features include:
- Limitation of liability for investors;
- Greater privacy than companies;
- Greater flexibility than companies; and
- Tax transparency, as the partnership is not treated as a distinct tax entity from the partners.
In Singapore, LPs are governed by the Limited Partnerships Act (“LP Act“). On 4 October 2021, the Accounting and Corporate Regulatory Authority (“ACRA“) announced a public consultation running from 4 October 2021 to 1 November 2021 on 14 proposed changes to the LP Act to:
- make the limited partnership vehicle more attractive to fund LPs; and
- update existing provisions in the LP Act for all types of LPs.
In this Update, we examine key proposed amendments.
For more information, click here to read the full Legal Update.
