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Limited Partnerships Act 2008

2020 REVISED EDITION

This revised edition incorporates all amendments up to and including 1 December 2021 and comes into operation on 31 December 2021

An Act to provide for the establishment and registration of limited partnerships.

[4 May 2009]

PART 1

GENERAL

Short title

1. This Act is the Limited Partnerships Act 2008.

Interpretation

2.—(1) In this Act, unless the context otherwise requires —

“agreed contribution”, in relation to a limited partner, means any contribution (whether in the form of cash, property, services or otherwise) that the limited partner has agreed to make to the firm in the limited partner’s capacity as a partner;

“alternate address” means an alternate address maintained with the Registrar under section 18C that meets the requirements of that section;

“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;

“business” includes every form of trade, commerce, craftsmanship, calling, profession and any activity carried on for the purposes of gain;

“business name” means the name or style under which any person carries on business;

“certificate of confirmation of registration” means a certificate issued under section 12(3);

“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes —

(a)	any limited liability partnership registered under the Limited Liability Partnerships Act 2005; and
(b)	any foreign company,

but does not include —

(c)	any corporation sole;
(d)	any co-operative society; or
(e)	any registered trade union;

“document” means any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar or (as the case may be) any certificate, notice or other document to be issued by the Registrar;

“firm” means an unincorporated body of —

(a)	2 or more individuals;
(b)	one or more individuals and one or more corporations; or
(c)	2 or more corporations,

who have entered into partnership with one another with a view to carrying on business for profit;

“foreign company” has the meaning given by section 4(1) of the Companies Act 1967;

“foreign firm” means any firm, individual or corporation whose principal place of business is situated outside Singapore;

“general partner” means any partner of a firm who is not a limited partner as defined in this Act;

“identification” means —

(a)	in the case of an individual issued with an identity card under the National Registration Act 1965, the number of the individual’s identity card; and
(b)	in the case of an individual not issued with an identity card under that Act, particulars of the individual’s passport or any other similar evidence of identity that is acceptable to the Registrar;

“individual” means a natural person and includes an administrator, executor, a liquidator, trustee, or nominee of any person, guardian or committee having a direct control or management of any business but does not include a corporation;

“inspector” means a person authorised in writing by the Registrar to be an inspector for the purposes of this Act;

“limited partner”, in relation to a firm, means any partner who, under the terms of the partnership agreement, is not liable for the debts or obligations of the firm beyond the amount of the limited partner’s agreed contribution;

“notice of registration” means a notice of registration issued under section 12(2);

“person” includes any corporation, firm, foreign firm and individual;

“register” means any register kept under or by virtue of this Act;

“Registrar” means the Registrar of Limited Partnerships appointed under section 9 and includes any Deputy Registrar or Assistant Registrar of Limited Partnerships appointed under that section;

“residential address”, in relation to an individual, means the individual’s usual place of residence;

“resultant firm”, in relation to a limited partnership that has ceased to be a limited partnership because no person remains registered as a limited partner of the limited partnership, means the resulting firm or sole proprietorship comprising the remaining partners or partner of the former limited partnership.

[18/2014; 35/2014]

(2) A person who has a place of business in Singapore is deemed to be carrying on business in Singapore for the purposes of this Act.

(3) For the purposes of sections 12(7), 13(2), 14(4), 17(5), 17A(9) and (10) and 20, any reference to the Minister includes a reference to the Minister of State for his or her Ministry who is authorised by the Minister for the purpose of hearing an appeal under that section.

[35/2014]