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Different Types of Business Entities

The table summarizes a comparison over the four main forms of business entities:

  Companies Branch Office LLPs (Limited Liability Partnerships) Sole Proprietorships
Legal status an entity with a separate legal person - regulated by Companies Act no separate personality as it is an extension of its Head Office a body corporate with separate legal personality – regulated by Limited Liability Partnerships Act No legal personality - regulated by Business Registration Act
Liability of owner/ shareholder the shareholder is not liable for the debts of the company

company’s officers are not personally liable for its debts
Head office is liable for the debts of the branch Not personally liable for the conduct of other partners or transactions or liabilities of the LLP unless is for his own wrongful acts or negligence Sole proprietor has unlimited liabilities
Number of owners/ shareholders Minimum 1 director and 1 shareholder (who may be the same person) Minimum two local representative, Shareholders requirement Depends on constitution of the Head Office. Minimum 2 partners & No maximum number of partners 1 owner
Perpetual succession Yes No Yes No
Audited accounts Require audit except for exempt private company (EPC) with turnover less than S$5 million or dormant company. Must file its Head Office accounts as well as its own audited accounts relating to its operations in Singapore. Not required for audit Not required for audit
Filing of financial statements with ACRA Yes (with exception to private exempt companies) Yes No No
Filing of annual return Yes The requirement to hold AGM depends on the law of the country of incorporation of the Head Office No No
Annual declaration of solvency Yes Yes Yes No
Compliance with the Financial Reporting Standards Yes Yes No
Appointment of a manager in ACRA N/A Require 2 local agents Yes Yes
Company secretary Require Require N/A N/A
Income tax 1) Corporate tax @ 17% on taxable income > $300K

2) Tax exemption available for taxable income less than $300K
O/S 1) No tax on LLP

2) Tax on partner for his share of income under personal tax rate
taxed based on personal income tax rate
Termination of business Termination by:

1. Strike off - (simple)

2. Liquidation -(complex as require some legal procedures)Professional fees will have to be incurred.
O/S Termination by:

1. Strike off - (simple)

2. Liquidation - (complex as require some legal procedures)

Professional fees will have to be incurred.
Termination by:

filing a notice of termination of business with ACRA - Simple

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