Partnerships

Abstract

The statutory definition of a partnership is the “relation which subsists between persons carrying on a business in common with a view of profit”. Those persons could be natural persons, or other legal entities such as companies or trustees. However, a registered company under the Companies Act (Cap. 50) (2006 Rev. Ed.) is not a partnership.

There are a number of different types of partnership that may be formed under Singapore law:

• a general partnership, in which all partners are jointly liable for debts and obligations of the partnership;

• a limited partnership, which consists of:

• one or more general partners, who are liable for all debts and obligations of the partnership, and

• one or more limited partners, whose liability for the partnership's debts and obligations is limited to the amount they have each invested; and

• a limited liability partnership (“LLP”) which, unlike a general or limited partnership, is liable for its own debts; the liability of the members of an LLP is normally limited to the amount of their financial contribution

A general or a limited partnership is not a corporate entity and does not have separate legal personality. By contrast, an LLP is a body corporate and can contract with third parties in its own name.

In this note the term partner is used as a shorthand for a general partner, a limited partner, or a member of an LLP.