An LLP is a body corporate with perpetual succession, but it is taxed transparently — partners are taxed individually rather than the entity paying corporate tax. That combination suits professional practices. It suits venture-backed businesses poorly, because investors expect shares, and converting later is not straightforward.
Limited Liability Partnership Agreement
Between the partners of [LLP NAME]
An LLP is a body corporate with perpetual succession, but it is taxed transparently — partners are taxed individually rather than the entity paying corporate tax. That combination suits professional practices. It suits venture-backed businesses poorly, because investors expect shares, and converting later is not straightforward.
| Item | Detail |
|---|---|
| LLP | [LLP NAME], UEN [UEN] |
| Registered office | [ADDRESS] |
| Business | [DESCRIPTION] |
| Partners at the date of this agreement | [NAMES] |
| Manager | [NAME] — at least one manager ordinarily resident in Singapore is mandatory |
| Financial year end | [DATE] |
| Tax treatment | Transparent — partners taxed individually |
| Agreement dated | [DATE] |
1. Formation and Status
1.1The partners have registered [LLP NAME] as a limited liability partnership under the Limited Liability Partnerships Act 2005.
1.2The LLP is a body corporate with perpetual succession, separate from its partners. It may own property, sue and be sued in its own name.
1.3A partner is not personally liable for the obligations of the LLP merely by being a partner. A partner remains personally liable for their own wrongful acts and omissions, and the LLP is liable alongside them.
1.4This agreement governs the relationship between the partners. Where it is silent, the default provisions in the First Schedule to the Act apply. Those defaults are frequently unsuitable — equal profit shares regardless of contribution, and unanimity for many decisions.
2. Capital and Contributions
| Partner | Capital contributed (S$) | Non-cash contribution | Capital share | Profit share | Loss share |
|---|---|---|---|---|---|
| [NAME] | [AMOUNT] | [DESCRIBE AND VALUE] | [%] | [%] | [%] |
| [NAME] | [AMOUNT] | [DESCRIBE] | [%] | [%] | [%] |
| [NAME] | [AMOUNT] | [DESCRIBE] | [%] | [%] | [%] |
| Total | [AMOUNT] | 100% | 100% | 100% |
2.1Further capital shall be contributed only by agreement of [all partners / partners holding ______ per cent]. A partner who does not contribute their share [shall be diluted on the basis set out in Schedule 1 / shall not be diluted].
2.2Capital contributions [do / do not] carry interest.
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These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
It has separate legal personality and perpetual succession. Partners are not personally liable for the LLP’s obligations merely by being partners — but each remains liable for their own wrongful acts and omissions, and the LLP is liable alongside them. The shield protects you from your partners’ mistakes, not your own.
The LLP does not pay tax; each partner is taxed on their share at their own rate. That avoids the two-layer position of a company distributing dividends, and it suits professional practices well. It also means a partner is taxed on profits left in the business — Clause 3.3 says so, and partners routinely misunderstand it.
Relief for a partner’s share of LLP losses is subject to restrictions, including limits referable to the partner’s contributed capital. Do not assume losses flow through freely. Take advice before structuring on the basis that they will.
Partners are not employees and the LLP makes no CPF contributions for them. Citizens and permanent residents deal with their own contributions as self-employed persons where required. Where someone is called a partner but is treated as an employee in substance, the distinction matters for contributions, insurance and employment protections — get it right at the outset.
The requirement is continuous. The manager carries personal exposure to penalties for the LLP’s defaults, which makes it a role to fill deliberately rather than by nominating whoever is available.
Where the agreement is silent, the First Schedule defaults apply — including equal profit sharing regardless of contribution, and unanimity requirements that can paralyse decision-making. Most LLPs that operate without a written agreement discover this during their first disagreement.
A former partner can be treated as still a partner in relation to someone dealing with the LLP who has no notice of the cessation, until the notification is lodged. That is a live liability for the departed partner and a real risk for the LLP. Clause 6.5 flags it; the filing is what closes it.
An LLP must lodge an annual declaration as to whether it is able to pay its debts. It is not an accounts filing, which is why LLPs that keep no formal accounts still have an annual obligation. Missing it is common and easily avoided.
Registrable controller obligations, central filing and annual verification notices apply to limited liability partnerships as to companies. LLPs frequently assume these are a company-only requirement.
Investors expect shares, preference rights, option pools and a familiar exit mechanism. An LLP offers none of these naturally, and converting to a company later involves transferring the business with tax, contractual and licensing consequences. If external equity is the plan, incorporate a company.
Capital account settlement, payment timing, profit share to the cessation date and covenants are far easier to agree at formation. Schedule 2 should set out the valuation basis explicitly — a formula agreed in advance prevents the argument that otherwise follows every departure.
Restraints in Singapore are enforceable only so far as reasonable, and an over-broad covenant fails entirely rather than being read down. Match the restricted business and area to what the partner actually did and where the LLP actually operates. For professional practices, non-solicitation and non-dealing usually suffice.
Work product, methodologies and materials created by partners belong to the LLP only if assigned. In a professional practice this is often the main asset, and its ownership should not be left to inference.
Partner decisions above the thresholds in Clause 4.3 should be minuted. LLPs run informally between friends generate excellent records of nothing, and the absence surfaces at exactly the point a decision is disputed.
Reflects Singapore law current as of {{DATE OF USE}}. Requirements under the Limited Liability Partnerships Act 2005, the annual solvency declaration, controller registration obligations, and the tax treatment of LLP income and losses all change — have the agreement reviewed by a lawyer and the tax position by an accountant before formation.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.