Step 2: Choosing a business structure
Find the right business structure for your needs, based on liability, cost, and potential for growth.
Comparing business structures
Comparison of business structures
Business structure | Description |
|---|---|
Sole proprietorship | A sole proprietorship is the simplest business form with only one owner. However, there is no legal split between you and the business, so you are fully liable for all debts and losses. |
Partnership | A partnership is a business run by at least two partners. It is not a separate legal entity, so all partners are personally liable for the business’s debts and losses. |
Limited partnership (LP) | An LP has general partners who run the business with full liability, and limited partners whose risk are capped at their investment. Unlike a partnership, not all partners in an LP share full personal liability. |
Limited liability partnership (LLP) | An LLP is a separate legal entity that protects every partner's personal assets from business debts. This gives you the flexibility of a partnership with the safety of a company. |
Company, such as Pte Ltd | A company offers the best protection for your personal money because it is a separate legal entity. However, it also has the most rules to follow and more yearly paperwork. |
More details: Comparison of business entities in Singapore [PDF, 163 KB], Registering a business in Singapore (video)
Key features and requirements
Sole proprietorship
Key features of sole proprietorships
Key features | Details |
|---|---|
Owned by | An individual, a company or an LLP. |
Legal status | A sole proprietorship is not a separate legal entity from the owner. You can sue, be sued, and own property in your own name. |
Liability | You have unlimited liability. This means you are personally responsible for all business debts and losses. |
Registration requirements (locals) | Locals must meet these requirements:
Tip: You can check your Medisave status or make payment arrangements through CPF's self-employment dashboard. |
Registration requirements (foreigners) | Foreigners who live overseas must meet these requirements:
If you plan to move to Singapore to run your sole proprietorship, you must seek approval from the MOM. |
Key requirements include:
Note: If you have late Medisave payments, your business registration may be cancelled early. | |
Set-up fee | The fee depends on your registration period:
|
Taxes | Profits are taxed at your personal income tax rates. |
Continuity | Your business will continue as long as you are alive and choose to continue it. |
Closing down | You can close your sole proprietorship by formally ceasing operations. ACRA may cancel the registration if:
|
Partnership
Key features of a partnership
Key features | Details |
|---|---|
Owned by | Two to 20 owners, who can be individuals, companies, or LLPs. Professional partnerships can have more than 20 owners. These are partnerships formed by licensed professionals like lawyers, engineers and architects. |
Legal status | A partnership is not a separate legal entity from its partners. Owners cannot sue, be sued, and own property in their name. |
Liability | All owners have unlimited liability. This means they are personally responsible for the partnership's debts, including those caused by other owners. |
Registration requirements (locals) | Locals must meet these requirements:
Tip: You can check your Medisave status or make payment arrangements through CPF's self-employment dashboard. |
Registration requirements (foreigners) | Foreigners who live overseas must meet these requirements:
If you plan to move to Singapore to run your partnership, you must seek approval from the MOM. |
Key requirements include:
Note: If you or your owners have late Medisave payments, your business registration may be cancelled early. | |
Set-up fee | The fee depends on your registration period:
|
Taxes | Profits are taxed at the owners' personal or corporate tax rates. |
Continuity | The business will continue as long as the owners:
|
Closing down | Owners can close a partnership themselves. ACRA may cancel the business registration if:
|
Limited partnership (LP)
Key features of an LP
Key features | Details |
|---|---|
Owned by | Two or more partners who can be individuals, companies or LLPs. There is no maximum number of partners. |
Legal status | An LP is not a separate legal entity from its partners. It cannot sue, be sued, or own property in its name. |
General partner requirements | Every LP must have at least one general partner:
|
Limited partner requirements | Every LP must have at least one limited partner. The limited partner:
|
Local manager requirements | You must to appoint a local manager if all of the general partners are foreigners:
Tip: You can check your Medisave status or make payment arrangements through CPF's self-employment dashboard. |
Key requirements include:
Note: If you or your partners have late Medisave payments, your business registration may be cancelled early. | |
Taxes | Profits are taxed at the partners' personal or corporate tax rates. |
Continuity | An LP must always have at least one limited partner. If there are no limited partners:
If you register a new limited partner, your LP registration will activate again. |
Closing down | The business is closed by the general partner. The registration can also be cancelled if it is not renewed. |
Limited liability partnership (LLP)
Key features of an LLP
Key features | Details |
|---|---|
Owned by | Two or more partners who can be an individual, local company, foreign company or another LLPs. There is no maximum number of partners. |
Legal status | An LLP is a separate legal entity from its partners. It can sue and be sued, buy and own property, have a common seal, and perform other legal acts that companies can perform. |
Liability | Partners have limited liability. You are not personally responsible for debts caused by other partners. However, you are liable for debts from your own wrongful actions. |
Partner requirements | Individuals must be at least 18 years old. Foreigners who live overseas must meet these requirements:
If you plan to move to Singapore to run your LLP, you must seek approval from the *MOM. |
Local manager requirements | Every LLP must have at least one manager. The manager:
|
Key requirements include:
| |
Taxes | Profits are taxed at the partners' personal or corporate tax rates. |
Continuity | An LLP will continue to exist until it is formally closed down (wound up) or struck off the register. |
Closing down | The LLP must be formally wound up or struck off. |
Company
Note: If you already own a foreign business, there are four ways you can set up in Singapore.
Key features of a local company or subsidiary
Key features | Details |
|---|---|
Owned by | Shareholders own the company through their shares. All companies must have at least one shareholder. The maximum number of shareholders depends on the company type:
More details: Deciding on share capital and share types |
Company director requirements | All companies must have at least one director. Directors manage the company but do not always own shares. More details: Choosing company directors and other key officers |
Legal status | A company is a separate legal entity. It can sue, be sued, and own property in the company's name. |
Liability | Shareholders have limited liability. This means they are not personally responsible for the company's debts and losses. |
Key requirements include: | |
Set-up fee | $315 ($15 name application fee and $300 incorporation fee). |
Taxes | Profits are taxed at corporate tax rates. |
Business continuity | A company will exist until it is formally wound up or struck off. |
Closing down | The company must be formally wound up or struck off the register. |
Tip: Use the e-Adviser for Business Structure on GoBusiness for recommendations on which business structure is most suitable for you.
Glossary of key terms
MOM: Ministry of Manpower
ICA: Immigration & Checkpoints Authority
