Common offences for limited liability partnerships (LLPs)
LLPs must comply with requirements under the LLP Act 2005. Learn the most common offences and their consequences.
Last updated 29 January 2026
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These LLP Act 2005 requirements are often overlooked. Avoid these common offences, which can lead to penalties or enforcement action.
Partner requirements
Every LLP must always have at least two partners. You can operate with one partner for up to two years, but after that, you face personal liability.
You become personally liable for the LLP's obligations when:
The LLP has had fewer than two partners for more than two years.
The LLP carries on business after the two years.
You were a partner when those new debts were created.
You knew the LLP was operating with fewer than two partners for more than two years.
Personal liability means:
You are responsible for paying the LLP's debts from your personal money.
You share this responsibility with the LLP and any other liable partners.
This overrides the normal limited liability protection under section 12(1) and (2) that LLP partners usually have.
More details: Section 28
Manager requirements
LLP manager requirements
Requirement | Details |
|---|---|
Having a manager | The manager must meet all of these requirements:
You must lodge the manager's particulars and consent with ACRA in the required format. More details: Section 29 |
Bankruptcy restrictions for managers | Managers cannot be an undischarged bankrupt (unless approved by the High Court or Official Assignee). Acting as an LLP manager without approval may be an offence. Penalty: Fine up to $10,000, imprisonment up to two years, or both. More details: Section 58 |
Registered office requirement
Your LLP must maintain a registered office in Singapore where all official communications and notices can be sent.
The registered office:
Must be open and accessible to the public during normal office hours.
Does not have to be the same place where you run your business activities. For example, your registered office can be in Raffles Place while your factory operates in Tuas.
Note: Any party can serve legal documents on your LLP by leaving them at your registered office or sending them there by registered post. You must update your address within 14 days of any change to avoid missing important notices.
More details: Section 32
Change in particulars requirement
LLPs must update any changes in LLP information within 14 days. This includes changes to:
Appointed partners or managers
Particulars of partners or managers
Registered office address
Note: Former partners or local managers can file if they believe no general partner will do so.
More details: Section 34
Annual declaration requirement
Every LLP must file an annual declaration of solvency or insolvency. Late filing can lead to a fine of up to $5,000.
More details: Section 30