Types and Features of Business Organisation Structures

A person who wishes to do business in Singapore may choose to operate the business through any one of the following business organization structures:
Sole Proprietorship: A sole proprietorship is a business firm owned by one person or one company. There are no partners. The sole proprietor has absolute say in the running of the business firm. The sole proprietorship is not a separate legal entity. As such, the sole proprietor is personally liable for the debts of the business.
Partnership: Partnerships may have between two to twenty partners. Once there are more than twenty partners, the business entity must be registered as a company under the Companies Act, Cap.50. Company: A company is a business entity registered under the Companies Act, Chapter 50. It has a legal personality i.e. it has rights to own properties, it has perpetual succession and it can sue or be sued in its own name. It usually has the words ‘Pte Ltd’ or ‘Ltd’ as part of its name.
Foreign Company: A Foreign Company is a business entity with a branch in Singapore. Representative Office: Foreign companies in the manufacturing, trading, trade logistics and trade-related services sectors may establish a representative office in Singapore to undertake promotional and liaison activities on behalf of its head office or overseas branches. A representative office may not engage in any trading or business, lease any warehousing facilities, conclude contracts, issue invoices/receipts, open/receive letters of credit or provide services for a fee. It is supposed to be a temporary establishment for foreign companies to assess the business environment in Singapore before making investment decisions.
Limited Liability Partnership: A Limited Liability Partnership (LLP) is a new vehicle for doing business in Singapore. An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company. This means that the LLP is seen as a body corporate and has a legal personality separate from its partners. The LLP has perpetual succession, which means any change in the partners of a LLP will not affect its existence, rights or liabilities. A LLP is capable of: Suing and being sued in its name; Acquiring and holding property in its name; Having a common seal in its name and Doing such other acts and things in its name, as bodies corporate may lawfully do and suffer. The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP. An LLP is required to keep accounting records, profit and loss accounts and balance sheets that will sufficiently explain the transactions and financial position of the LLP. In the event the LLP does not do this, the LLP and every partner shall be prosecuted and the penalty may be a fine or imprisonment, or both. In addition, the LLP shall submit to the Registrar an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) which will be made available to the public.
