What is the criteria for being appointed as a manager?
At least one manager must be ordinarily resident in Singapore. All managers appointed must be natural persons and above the age of 18. The manager of the LLP must not be:
- an undischarged bankrupt (unless he has obtained Leave of the High Court or the written permission of the Official Assignee);
- disqualified as an unfit manager of insolvent LLPs under section 34 of the LLP Act;
- disqualified as a manager of a former LLP wound up on grounds of national security or interest and disqualified to act as a manager;
- disqualified as a person who was convicted of offences involving fraud or dishonesty, or other offences connected with formation or management of a LLP;
- disqualified under Sections 149, 149A or 154 of the Companies Act.
Is there any limit to the number of partners?
No, there is no limit. The minimum is 2.
Who can be the partners in an LLP?
Any individual or body corporate may be a partner in a LLP. This includes a natural person, company, foreign company or another LLP.
Is there any need for partnership agreement?
There is a need for an LLP agreement. In the absence of one, the model agreement enacted under Schedule One to the LLP Act shall apply.
If the LLP has 2 partners and one of them dies/bankrupts, does the sole partner needs to appoint another partner? Is there any time frame to do so?
Yes, the sole partner will need to appoint another partner and the deadline is 2 years.
The LLP need not have any locally resident partners. However every LLP must have at least one locally resident manager.
The 2 partners of the LLP can be 2 companies.
Can a foreigner be appointed as the local manager?
Yes provided he has an Employment Pass or a Dependant's Pass.
Can a manager be an employment pass holder who is employed in another company?
The manager may wish to check with MOM on whether this is allowed.
What status is considered locally resident? Is Employment Pass Holder or Work Permit Holder sufficient? What about dependent pass and permanent resident?
We recognize the followings as "locally resident" - Singapore citizens, Singapore PRs, Employment Pass Holders & Dependant Pass Holders.
I am a Singapore PR. Can I be appointed as the manager or partner in an LLP?
Is it mandatory to appoint a manager for the LLP?
A manager is responsible for online filing transactions. Does it mean that a professional firm, who did the online filing, be named "manager"?
The law does not mean that the filing agent has to be the manager. The manager is duly defined under the LLP Act. The professional firm is essentially a filing agent who is allowed in law to report on behalf of the LLP.
Are the duties of a nominee manager the same as a manager?
There is no such position as a "nominee manager" in an LLP. Anyone who is named as the manager will have to perform the duties and carry out the obligations of a manager as set out in the LLP Act.
What is the responsibility and liability of being a manager.
The duties and responsibilities are set out in the various provisions in the LLP Act.
Can there be more than 1 manager?
The LLP must have a "resident" manager can there be two managers?can one manager be based overseas (like a regional manager)?
Yes, to both questions.