Singapore CLG is usually set up by non-profit organisations requiring a corporate status. Unlike companies limited by shares, CLGs do not have share capital. Thus, the liability of members of a CLG is limited to the amount which they undertake to contribute to the assets of the company in the event of winding up. This amount will be provided for in the company constitution (minimum S$1 per guarantor) . CLGs are public companies. They are liable to pay corporate tax at the prevailing corporate tax rate of 17%, except those have been awarded charity status that are exempt from tax.

1. Limited Partnership

A Limited Partnership (LP) is a partnership comprising a minimum of two partners, with at least one general partner and one limited partner. The LP does not have a separate legal entity from the partners, i.e. it cannot sue, be sued or own property in its own name. An individual or a corporation may be a general partner or a limited partner of the LP.

• A general partner is responsible for the actions of the LP and is liable for all debts and obligations of the LP.
• A limited partner is not liable for debts and obligations of the LP beyond his agreed contribution, provided he does not take part in the management of the LP.

2. Limited Liability Partnership

A Limited Liability Partnership (LLP) gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company. This means that the LLP is seen as a body corporate and has a legal personality separate from its partners. The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights, or liabilities.

The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.

An LLP is required to keep accounting records, profit and loss accounts, and balance sheets that will sufficiently explain the transactions and financial position of the LLP. In addition, the LLP must submit to the Registrar an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) which will be made available to the public.

3. Sole Proprietorship

A sole proprietorship is a business that can be owned and controlled by an individual, a company, or a limited liability partnership. There are no partners in the business. The legal status of a sole proprietorship can be defined as follows: 1) It is not a separate legal entity from the business owner; 2) The business owner has unlimited liability (i.e. the business owner is personally liable for all the debts and losses of the sole proprietorship); 3) It can sue or be sued in the owner’s name.

4. General Partnership

A partnership is a business owned by 2 to 20 partners. The legal status of a partnership can be defined as follows: 1) It is not a separate legal entity from the business owners; 2) The partners are personally liable for all the debts and losses of the partnership; 3) It can sue or be sued in the partners’ names.

1. Subsidiary 

A subsidiary company is a private limited company incorporated in Singapore with the parent company as its shareholder. A subsidiary company is incorporated in Singapore as a limited liability company, which is a separate legal identity. The foreign company’s liability is limited to the value of the shares it subscribes into the subsidiary. The foreign parent company may own 100% of the subsidiary’s shares. The subsidiary company is also entitled to local tax incentives (e.g. newly incorporated companies pay zero tax on the first S$100,000 of chargeable income for the first 3 consecutive years). For small to medium-sized foreign businesses, a subsidiary company is the preferred choice of registration in Singapore.

2. Branch Office

A branch office is registered in Singapore as an extension of its parent company and not as a separately incorporated entity. The liabilities of a branch office extend to its parent company. It is considered a non-resident company for tax purposes. Hence, it is not eligible for tax incentives commonly available for new start-up resident companies.

3. Representative Office

A foreign company may establish a representative office in Singapore to undertake promotional and liaison activities on behalf of the parent company. A representative office in Singapore has no legal status and is not permitted to engage in business and conclude contracts. It is thus not liable for Singapore income taxes. A Representative Office in Singapore has very limited use since it cannot engage in any business activities other than promotional activities. A Representative Office is usually valid for one year and must re-apply for a continuation of its status after the expiry of the initial period of approval.