Partnerships

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 contributionA 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