SINGAPORE

Partnership
Company
Group 1
Group members:
• Nguyễn Công Thịnh (Leader)
• Mai Kim Ngân
• Lương Quang Anh
• Lê Tuấn Hoàng
• Phạm Gia Khánh
• Huỳnh Duy Khanh
• Phạm Thị Tố Uyên
• Đoàn Minh Huy
 TABLE OF CONTENTS

01 02

Introduction Describe

03 04

LLP (SG) – Partnership LP (SG) – Partnership

(VN) (VN)
 01
INTRODUCTION
Singapore Partnership Company
 INTRODUCTION
• The legal system of Singapore is based on the
English common law system
• Major areas of law are largely judge-made
• However, company law in Singapore is
almost completely statutory in nature
• Some types of companies are also governed
by other statutes
 02
DESCRIBE
Singapore Partnership Company
 DESCRIBE
LP Act 2008 LLP Act 2005

• General partners have unlimited liability, meaning

they are personally liable for the debts and
obligations of the business. Limited partners have • Partners' liability is limited to the amount they have
Owner’s
liability limited liability, which means their liability is contributed to the business, and they are not personally
limited to the amount they have contributed to the liable for the debts and obligations of the business.
business.
(Art 3.3 - Art 3.4, LP Act 2008)

•General partners have full control over the

management and operations of the business, while
limited partners cannot participate in the • All partners can participate in the management of the
Right and management. (Art 6.1 - Art 6.2, LP Act 2008) business and have the right to share in the profits. The
Duties duties and responsibilities of the partners are outlined in
• All partners have the right to share in the profits of the LLP agreement.
the business, and the duty to contribute to the
losses.
 DESCRIBE
LP Act 2008 LLP Act 2005

• The formation process involves registering with the

Formation • The partners must also register with ACRA and
process Accounting and Corporate Regulatory Authority
submit an LLP agreement.
(ACRA) and submit a partnership agreement.

• There is no minimum capital requirement for

• There is no minimum capital requirement for LP. LLP.
Other
requirements • Partnership must have at least one general partner • Partnership must have at least two partners, but
and one limited partner (Art 3.2, LP Act 2008) there is no requirement for a minimum number of
limited partners.
 03
Limited Liability Partnership (Singapore)

VS
General Partnership
(Vietnam)
 LLP (SINGAPORE) – PARTNERSHIP (VIETNAM)
Partnership (Vietnam)
Factors Limited liability partnership (Singapore)
General partners Limited partners

Size Every limited liability partnership must have at

Individuals or
(number of least 2 partners Individuals
organizations
partners) (Part 5, Art 28.1, LLP Act 2005)

A limited liability partnership is a corporate body

that is formed by being registered under this Act
Juristic Yes
and which has legal personality separate from that
personality (Art 177.2, LoE 2020)
of its partners.
(Part 2, Art 4.1, LLP Act 2005)

Owner’s
Limited liability Unlimited liability Limited liability
liability
 LLP (SINGAPORE) – PARTNERSHIP (VIETNAM)
Limited liability partnership
Factors
(Singapore)
Any matter or issue relating to the
limited liability partnership must be
decided by resolution passed by a
Voting
majority in number of the partners,
rights
and for this purpose, each partner
has one vote (First schedule, Art 7,
LLP Act 2005)
All the partners of a limited liability
partnership are entitled to share
Rights to equally in the capital and profits of
profit the limited liability partnership
(First Schedule, Art 2, LLP Act
2005)
Partnership (Vietnam)
General partners
To attend meetings, to discuss and
vote on matters of the company;
each unlimited liability partner
shall have one vote or another
number of votes as stipulated in
the charter of the company
(Art 181.1a, LoE 2020)
To be distributed with profit in
proportion to his or her ratio of
capital contribution or as agreed in
the charter of the company
(Art 181.1e, LoE 2020)
Limited partners
Limited to certain matters: charter
amendment/supplement,
amendment/supplement of their
rights and obligations, re-
organization and liquidation and
other matter closely related to their
rights and obligations
(Art 187.1a, LoE 2020)
To be distributed with annual profit in
proportion to his or her ratio of
capital contribution in the charter
capital of the partnership
(Art 187.1b, LoE 2020)
 LLP (SINGAPORE) – PARTNERSHIP (VIETNAM)

Partnership (Vietnam)
Limited liability partnership
Factors
(Singapore) General partners Limited partners

Every limited liability partnership

must ensure that it has at least one
manager who–
Management a. is a natural person;
rights b. has attained 18 years of age and is
otherwise of full legal capacity; and
c. is ordinarily resident in Singapore.
(Part 5, Art 29, LLP Act 2005)
Act as the legal representative
and run the partnership’s
everyday business
(Art 184.1, LoE 2020)
Not entitled to take part in
the management of the
partnership or to conduct
business activities in the
name of the partnership.
(Art 187.2b, LoE 2020)
 04
Limited Partnership
(Singapore)

VS
General Partnership
(Vietnam)
 LP (SINGAPORE) – PARTNERSHIP (VIETNAM)
Factors Limited partnership (Singapore)
Size One or more general partners; and one or more
(Number of limited partners.
members) (Article 3.2, LP Act 2008)
No (Article 12.5, LP Regulation)
Limited partnership established as a fund and
Juristic personality
it is managed by the licensed fund manager
(not separate from the owner).
(Article 3.3 and 3.4, LP Act 2008)
• General partner: unlimited liability.
Owner’s liability • Limited partner: Limited liability (except
for the Article 6.1)
• Both can be individual or organization.
Partnership (Vietnam)
At least two members being co-owners of the
company jointly conducting business under one
common name (hereinafter referred to as unlimited
liability partners). In addition to unlimited liability
partners, the company may also have limited
liability partners.
(Article 177.1.a, LoE 2020)
Yes A partnership has the status of a judicial person
from the day on which the Certificate of Enterprise
Registration is issued
(Article 177.2,LoE 2020)
• General partner: unlimited liability (individual)
• Limited liability partners: Limited liability
(individual or organization)
(Article 177.1b and c, LoE 2020)
 LP (SINGAPORE) – PARTNERSHIP (VIETNAM)
Factors Limited partnership (Singapore) Partnership (Vietnam)

• Attend meetings of Partner’s Council, discuss

(Limited partner) Decrease and increase the
and vote on some certain matters.
agreed contribution or draw out his
• Profit distribution.
contributions; enjoy the profit distribution
• Be provided information.
during the continuance of the partnership
• Freely transfer their contributed capital.
except for special cases of insolvent general
• Conduct business in the lines of business of the
partners’ cases in this act.
partnership in their own names.
Rights of (Art 7, LP Act 2008)
(Article 187.1, LoE 2020)
owners/directors
• Attend, discuss and vote in all matters
• Conduct the business in the lines of business in
(Unlimited partner)
the partnership’s name
• Be given information by a partner or local
• Claim compensation in some cases, require
manager (Art 18a, LP Act 2008)
information, be distributed with profit,
• Take part in management.
dissolution and bankruptcy policies.
(Article 181.1, LoE 2020)
 Factors Limited partnership (Singapore) Partnership (Vietnam)

(Article 26, LP Act 2008)

(Article 181.2, LoE 2020)
(1) Ensure that the invoices and
(a) Managing and conducting business activities in the best
official correspondence of the
lawful interests of the company.
limited partnership bear the name
(b) Strictly adhering to laws and resolutions.
and registration number of the
(c) Refraining from using company assets for personal benefit.
limited partnership.
(d) Must return any money or assets received from the
(Article 27, LP Act 2008)
company's business activities and compensate for any losses
(2) Ensure that such accounting and
caused.
Duties of other records will sufficiently
(dd) In the event of outstanding debts, general partners are
owners/directors explain the transactions and
jointly liable to pay in full if company assets are insufficient.
financial position of the limited
(e) Must also bear losses in proportion to their capital
partnership kept.
contribution.
(Article 18A, LP Act 2008) Partners
(g) Regular and accurate reports on business operations must
or local managers to provide
be submitted to the company, and information must be
relevant information to general
provided to any partner who requests it.
partners within 14 days of
(h) Other obligations in accordance with this Law and the
appointment or any changes in
charter of the company.
information.
 LP (SINGAPORE) – PARTNERSHIP (VIETNAM)
Factors Limited partnership (Singapore)
(Article 7.2, LP Act 2008)
Limited partners may be liable to refund
distributions of capital or profits made to them
if every general partner was insolvent at the
Duties of time of the distribution or became insolvent as
owners/directors a result of the distribution, and the limited
partner knew or should have known this, and
every partner is declared bankrupt or ordered
to be wound up within a year of the
distribution.
Partnership (Vietnam)
(Article 187.2, LoE 2020)
(a) To be liable for partnership debts up to their
contributed capital;
(b) Not to manage the partnership, not to conduct
business activities in the name of the partnership;
(c) To comply with the charter of the partnership
and resolutions and decisions of the Partners’
Council;
(d) Other obligations in accordance with this Law
and the charter of the partnership.
 LP (SINGAPORE) – PARTNERSHIP (VIETNAM)
Factors Limited partnership (Singapore) Partnership (Vietnam)

(Article 6.1, LP Act 2008)

(Article 187.1, LoE 2020)
A limited partner cannot take part in the
Limited partner: Not entitled to take part in the
management of the limited partnership Be
management of the partnership or to conduct
treated as a general partner if taking part in
business activities in the name of the partnership.
management.
(Article 184.1, LoE 2020)
Act as the legal representatives and run the
Management (Article 16.2, LP Act 2008)
partnership’s everyday business
Cannot conduct business in line of business of
(Article 181. 1b, LoE 2020)
the limited partnership
Use the partnership’s seals and other assets to
(Article 5a, LP Act 2008)
carry out its business activities
any unordinary decision with partnership
Partners’ Council (including all partners) is the
business will be decided by the majority of
highest decision-making organ. Some specific
general partners.
issues require a ¾ total number of unlimited
liability partners.
 LP (SINGAPORE) – PARTNERSHIP (VIETNAM)

Factors Limited partnership (Singapore) Partnership (Vietnam)

(Article 16, LP Act 2008)

Name: must contain the words “limited (Article 37, LoE 2020) Name:
Formation process partnership” or the acronym “LP” • Type of enterprise
(Article 9, LP Act 2008) • Proper name
Procedure: through Registar

Ability to raise
Cannot issue securities (no legal entity) Cannot issue any types of securities
capital
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