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Limited Liability Partnership Agreement for Singapore

Limited Liability Partnership Agreement Template for Singapore

A Limited Liability Partnership Agreement under Singapore law is a comprehensive legal document that establishes the framework for operating an LLP in Singapore. It governs the relationship between partners, defines their rights and obligations, and sets out the operational structure of the business while providing liability protection under the Limited Liability Partnerships Act 2005. The agreement includes provisions for capital contributions, profit sharing, management structure, and partner entry/exit mechanisms.

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Limited Liability Partnership Agreement

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What is a Limited Liability Partnership Agreement?

The Limited Liability Partnership Agreement is essential when establishing an LLP in Singapore, combining the flexibility of a partnership with the limited liability protection of a company. It's particularly suitable for professional services firms and businesses seeking a more flexible structure than a traditional company. The agreement, governed by Singapore's Limited Liability Partnerships Act 2005, outlines critical aspects such as partner responsibilities, profit sharing, decision-making processes, and succession planning. It provides clarity on business operations while protecting individual partners' personal assets from business liabilities.

What sections should be included in a Limited Liability Partnership Agreement?

1. Parties: Identification and details of all founding partners

2. Background: Context and purpose for forming the LLP

3. Definitions: Key terms used throughout the agreement

4. Business of the Partnership: Nature and scope of business activities

5. Capital Contributions: Initial and ongoing capital requirements

6. Profit and Loss Sharing: Distribution of profits and allocation of losses

7. Management Structure: Decision-making processes and management responsibilities

8. Partners' Rights and Obligations: Detailed responsibilities and entitlements of partners

9. Admission and Retirement of Partners: Procedures for partner entry and exit

10. Dissolution and Winding Up: Procedures for termination of the LLP

What sections are optional to include in a Limited Liability Partnership Agreement?

1. Non-Competition: Restrictions on competitive activities by partners during and after partnership

2. Intellectual Property Rights: Ownership and use of intellectual property created during the partnership

3. Insurance: Required insurance coverage and maintenance obligations

4. Dispute Resolution: Specific procedures for resolving conflicts between partners

What schedules should be included in a Limited Liability Partnership Agreement?

1. Schedule 1: Capital Contributions: Detailed breakdown of initial capital contributions by each partner

2. Schedule 2: Profit Sharing Ratios: Specific profit and loss allocation formulas among partners

3. Schedule 3: Management Procedures: Detailed operational procedures and policies for day-to-day management

4. Schedule 4: Partner Information: Detailed information about each partner including contact details and qualifications

5. Appendix A: Business Plan: Initial business plan and financial projections for the LLP

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


































Clauses



































Industries

Limited Liability Partnerships Act 2005: Primary legislation governing LLPs in Singapore that establishes fundamental requirements for formation, registration, operation, and defines partners' rights, duties, and liabilities

Limited Liability Partnerships Regulations: Subsidiary legislation containing detailed procedural requirements, filing obligations and prescribed forms for LLPs

Partnership Act (Cap. 391): Supplementary legislation that applies to LLPs where not inconsistent with the LLPA, governing general partnership principles

Companies Act (Cap. 50): Relevant legislation particularly for insolvency provisions that apply to LLPs

Business Names Registration Act 2014: Legislation governing naming requirements and restrictions for business entities including LLPs

Income Tax Act: Tax legislation defining the tax treatment of LLPs and partners' tax obligations

ACRA Requirements: Regulatory requirements from the Accounting and Corporate Regulatory Authority covering registration procedures, annual filing requirements, and compliance obligations

MAS Guidelines: Monetary Authority of Singapore guidelines applicable if the LLP engages in regulated financial activities

Common Law Principles: Relevant legal principles from case law covering partnership law, contract law, and agency law

Professional Body Regulations: Specific regulations from professional bodies if the LLP is engaged in professional services such as legal or accounting

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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