- 01Sole proprietor
- 02LLP
- 03Private limited
Choose the structure around who owns the business, what could go wrong and how you plan to grow. A cheaper registration does not necessarily mean a cheaper business to run.
01Compare the three basics
ACRA's comparison is the starting point:
| Structure | Ownership | Main liability distinction |
|---|---|---|
| Sole proprietorship | One owner | No legal separation from the owner |
| LLP | At least two partners | Separate entity; partners remain liable for their own wrongdoing |
| Pte Ltd | Shareholders | Separate entity; shareholder liability is generally limited |
Write down your owners and the biggest realistic risk before choosing.
02Sole proprietor: simpler, but personally exposed
This can suit an individual who wants a straightforward business structure. The drawback is personal responsibility for business debts and losses. Business registration needs renewal; profits of an individual owner are taxed personally.
Ask whether a claim or unpaid bill could put your own assets at risk. Low turnover is not the same as low risk.
03LLP: a partnership with separate legal status
An LLP can suit people running a business together without company shares. It also needs an eligible locally resident manager. Agree profit sharing, decision-making, departures and disputes in a written partnership agreement.
IRAS taxes the partners on their respective shares of LLP income, rather than taxing the LLP as a company. The partner's own status determines the applicable tax treatment.
An LLP still keeps accounts and files annual solvency declarations: the first within 15 months of registration, then every calendar year, no more than 15 months apart.
Agree the partner responsibilities and budget for ongoing records.
05Make the decision with your plans in view
Bring your ownership split, risk profile, expected profit, funding plans and annual budget to the discussion. Limited liability is not a shield for personal guarantees or misconduct.
If you may bring in an investor, check how ownership would change under each option. Work permits, licences and overseas owners can add requirements. Decide before signing contracts in the wrong entity's name.