LLP vs Pte Ltd in Singapore: A Pte Ltd suits startups aiming to grow and raise capital, while an LLP works well for small firms that want flexibility and low admin.
This choice affects how much tax you pay, how much liability protection you get, and how easily you can scale. While some founders switch later, choosing the right fit early saves time and avoids costly restructuring.
This guide will help you:
- Understand the real differences between an LLP and a Pte Ltd in Singapore
- Figure out which structure fits your business goals
- Avoid common setup mistakes that can cost time or money later
- Feel confident enough to stop googling and start executing
Quick Summary: LLP vs Pte Ltd in Singapore
A Pte Ltd suits businesses aiming for growth, funding, and tax benefits. An LLP is better for small, flexible partnerships with minimal compliance needs.
| Feature | Private Limited (Pte Ltd) | Limited Liability Partnership (LLP) |
| Legal status | Separate legal entity | Separate legal entity |
| Liability | Limited for shareholders | Limited for partners (except for personal negligence) |
| Minimum owners | 1 shareholder | 2 partners |
| Tax treatment | Corporate tax (up to 17%) | No tax at LLP level – each partner is taxed at their own rate: up to 24% for individuals, 17% for companies |
| Compliance requirements | Higher – AGMs, filing, audits (if needed) | Lower – annual declaration only |
| Fundraising | Can issue shares | Cannot issue shares |
| Best for | Scalable startups, SMEs, funded ventures | Professional partnerships, small consultancies |
| Ease of switching | Harder to switch from | Easier to upgrade to Pte Ltd |
Need help choosing between LLP and Pte Ltd?
What is a Limited Liability Partnership (LLP)?
A Limited Liability Partnership (LLP) in Singapore is a flexible business structure for two or more partners. It offers limited liability protection, meaning partners aren’t personally liable for each other’s debts or actions.
LLPs combine partnership-style management with company-level legal protection and are ideal for consultants, lawyers, accountants, and other professionals.
Benefits
- Limited liability for business debts
- Pass-through tax – no corporate tax; partners taxed up to 24% (personal) or 17% (corporate)
- More flexibility in management
- Lower compliance burden (no AGMs, just a simple annual declaration)
- Flexible profit sharing – partners can split profits regardless of ownership share
Considerations
- Partners are liable for their own negligence
- Cannot raise funds via shares
- May look less established to investors or banks
- Continues even if a partner leaves or passes away (has perpetual succession)
- Deductible losses and allowances are capped at capital contributed; excess withdrawals may be taxed as income
Best for: Freelancers, consultants, law/accounting firms, or small teams who want flexibility and minimal admin.
What is a Private Limited Company (Pte Ltd)?
A Private Limited Company (Pte Ltd) in Singapore is a registered business entity with a separate legal identity from its owners. It limits shareholders’ liability to their capital contribution and allows the company to enter into contracts, own assets, and sue or be sued in its name.
Pte Ltd companies are ideal for startups and growing businesses seeking credibility, scalability, and access to corporate tax benefits.
Benefits
- Separate legal entity: The company, not you, is responsible for its debts.
- Limited liability: Your personal assets are protected.
- Professional image: More trust from banks, clients, and investors.
- Tax perks: Eligible for partial tax exemptions and startup tax schemes.
- Easier to scale: You can bring in co-founders or investors by issuing shares.
Considerations
- More regulatory obligations (AGMs, corporate secretary, financial statements)
- Public disclosure of directors and shareholders via BizFile
- Requires some admin knowledge or expert help
Best for: Startup founders, scalable businesses, companies seeking funding or government grants.
What should you choose: Pte Ltd or LLP?
Here’s how to decide based on your goals and growth plans:
Choose Pte Ltd if:
- You want to scale your business or raise capital
- You prefer clear ownership via shares
- You’re seeking professional credibility for B2B or international clients
- You want to limit your personal liability
- You’re looking to benefit from Singapore’s low corporate tax regime
Choose LLP if:
- You’re a small partnership or professional firm
- You want flexibility and a simple structure
- You’re okay with paying personal tax on profits
- You don’t need to raise external capital
- You want to define profit-sharing terms freely with your partners
Can you convert from LLP to Pte Ltd?
Yes, you can convert from LLP to Pte Ltd in Singapore. You’ll need to register a new Pte Ltd and transfer your operations, which involves some paperwork but is common as businesses grow.
Many founders start with an LLP for the flexibility, then switch to a Pte Ltd once things get more serious, like raising funds, hiring, or scaling regionally.
How Sleek helps with LLP or Pte Ltd setup
LLP or Pte Ltd. Each structure has its own strengths.
The right choice depends on how you want to operate, handle finances, and prepare for the future. Getting it aligned from the beginning makes day-to-day management simpler.
If you’re still weighing the options, Sleek helps founders like you make confident choices without getting bogged down in admin.
Here’s how we support your setup and beyond:
- Entity guidance to help you decide between LLP and Pte Ltd based on your goals
- Fast incorporation of your chosen structure
- Company secretary services to keep your Pte Ltd compliant with ACRA
- Registered business address, so you’re operational from day one
- Annual filing and tax support so you don’t have to worry about deadlines or penalties
You don’t need all the answers yet. We’ll help you make the right call and get set up without the stress.
Want to make the first step simple?
FAQs on LLP vs Pte Ltd
Is a Pte Ltd better than an LLP in Singapore?
It depends on your business goals. A Pte Ltd is generally better for startups or SMEs planning to scale, raise funds, or build long-term credibility. It offers lower corporate tax rates, access to grants, and greater investor confidence. An LLP is simpler to manage but may be more limited in terms of growth and external investment potential.
What’s the tax difference between a Pte Ltd and an LLP?
Pte Ltd companies are taxed at Singapore’s corporate tax rate (currently capped at 17%), with eligibility for partial exemptions and startup tax relief. LLPs are not taxed at the entity level. Instead, profits are passed through and taxed at each partner’s respective rate: up to 24% for individuals, and 17% for companies. This makes Pte Ltds generally more tax-efficient at higher income levels due to corporate tax benefits and exemptions.
Which structure is cheaper to run: Pte Ltd or LLP?
LLPs typically have lower ongoing costs due to fewer compliance requirements. Pte Ltds have additional obligations like AGMs, audited financials (in some cases), and filing director reports. However, Pte Ltds may offer better long-term value through tax savings, grant access, and ease of raising capital, especially if your business grows quickly.
Can I switch from an LLP to a Pte Ltd or vice versa in Singapore?
Yes, conversion is possible but involves administrative steps. To move from LLP to Pte Ltd, you must first incorporate a Pte Ltd and then transfer assets, contracts, and close the LLP. Switching from Pte Ltd to LLP is rare and requires that shareholders become partners before conversion. Planning ahead can help you avoid unnecessary disruptions.
How many owners are required to form a Pte Ltd and an LLP?
A Pte Ltd requires at least one shareholder and one director, who can be the same person. An LLP must have at least two partners. Both structures allow for local and foreign ownership, but at least one locally resident person must act as a director (for Pte Ltd) or manager (for LLP).
What are the annual compliance requirements for each structure?
Pte Ltd companies must file annual returns, hold AGMs, maintain accounting records, and appoint a company secretary. LLPs have simpler compliance. They only need to file a solvency declaration annually. However, LLP partners are still responsible for accurate record-keeping and personal tax filings on profits earned.
Can foreigners register a Pte Ltd or LLP in Singapore?
Yes. Foreign individuals and entities can own both Pte Ltds and LLPs in Singapore. However, both structures require at least one locally resident director (for Pte Ltd) or manager (for LLP). Sleek offers nominee services and support for foreigners figuring out how to register a business remotely.
I’m already running a business. How do I know if it’s time to switch to a Pte Ltd?
If your income is growing and you’re approaching or exceeding six figures annually, switching to a Pte Ltd can help reduce your tax burden and increase your professional credibility. If you’re working with a partner in a professional services firm, an LLP may still suit you. Consider your long-term goals, funding needs, and admin capacity.
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