How to Sue a Sole Proprietor in Singapore, and Who Pays When It Is a Partnership or Pte Ltd

Short answer: A sole proprietorship and a general partnership are not separate legal persons, so you sue the owner or the partners, who are personally liable for the business debts. A Pte Ltd and an LLP are separate legal persons, so you sue the entity, and owners are liable only in specific cases such as a personal guarantee.

Before you sue a sole proprietor in Singapore, or a partnership or company that owes you money, the first question is not how much you are owed but who actually owes it. The business name on the invoice is often not a legal person at all. Naming the right defendant decides whose assets you can reach after judgment. Which court to file in is a separate question, covered in our guide on how to sue a company in Singapore; this article deals with whom to name and who pays.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

Who is legally liable when a business owes you money?

It depends on the business structure, not the name on the signboard. A sole proprietor and the partners of a general partnership are personally liable for business debts; a company or an LLP is liable as a separate legal entity, and its owners usually are not.

Section 5(1) of the Business Names Registration Act 2014 (BNRA) requires a person and their business name to be registered before carrying on business, but registration does not create a new legal person. Contrast this with section 19(5) of the Companies Act 1967, under which a company is a body corporate capable of suing and being sued, and section 4(1) of the Limited Liability Partnerships Act 2005, under which an LLP is a body corporate with legal personality separate from that of its partners.

Owners should read our piece on what unlimited liability costs a sole proprietor or partner.

How do you check the business structure on ACRA Bizfile before you sue?

Run a free search on Bizfile, then buy a Business Profile for S$5.50. The profile shows the UEN, entity name, registration date and the business owners or partners, which tells you whom to name.

1. Search the name or UEN (Unique Entity Number) on your invoice. The free search shows the status and registered address.
2. Buy the Business Profile. For a sole proprietorship or partnership, it identifies the owner or partners. Under section 6(1)(b)(v) of the BNRA, a sole proprietor can itself be a corporation, in which case your real defendant is that company.
3. If you need to know what else an owner is involved in, a People Profile (S$33) tracks a person’s involvement in different businesses.
4. For a company, a Corporate Compliance and Financial Profile (S$50) shows its financial profile and ratios, a guide to whether a judgment will be worth anything.

ACRA lists each product and its price on its page on types of ACRA information products.

How do you sue a sole proprietor in Singapore?

You sue the individual who owns the business. Order 56 Rule 9 of the Rules of Court 2021 allows an individual carrying on business under a name other than their own to be sued in that business name, as if it were the name of a firm.

The Rules of Court 2021 came into operation on 1 April 2022 and apply to civil proceedings in both the Supreme Court and the State Courts. Rule 9 applies Rules 2 to 8 of Order 56 to the sole proprietor as if they were a partner. In practice:

• The judgment is against the owner personally; no separate business estate shields their assets.
• Liability does not depend on registration. If the owner never registered, you still sue the individual.
• Service follows Order 56 Rule 3: on the owner, or at the principal place of business in Singapore on the person who controls or manages the business there.

What is partnership liability in Singapore, and which partners can you pursue?

Every partner is jointly liable for all debts and obligations of the firm incurred while they were a partner (Partnership Act 1890, section 9). For wrongs committed in the ordinary course of business, and for misapplied money of third parties, liability is joint and several (section 12).

The key provisions of the Partnership Act 1890:

Under Order 56 Rule 1, partners are sued in the name of the firm of which they were partners when the cause of action accrued. If you do not know who they were, Order 56 Rule 2(3) lets you serve a notice requiring the defendants or their solicitor to state the names and places of residence of every partner at that time.

How do you serve a claim on a partnership or sole proprietorship, even one that has ceased?

Under Order 56 Rule 3(1), the originating claim may be served on any one or more of the partners, or at the firm’s principal place of business in Singapore on the person who controls or manages the business there. Service done this way counts as service on the firm, even if a partner is overseas.

• Each person served must be given a written notice in Form 85 stating whether they are served as a partner, as the manager, or both. Without it, they are treated as served as a partner (Rule 3(3)).
• If you know the partnership was dissolved before you started the action, the claim must be served on every person within Singapore you want to make liable (Rule 3(2)).
• Partners respond in their own names, but the action continues in the firm name (Rule 4(1)).

ACRA does not display registered addresses for ceased entities, so you may need another address for service.

If the business has ceased, the debt survives. A registered person must notify ACRA within 14 days of stopping business under section 22(1) of the BNRA, and the registration then ceases (section 22(4)), but ceasing the registration does not cancel the owner’s personal liability.

• Check the dates. Under section 17(2) of the Partnership Act 1890, a partner who retired is still liable for debts incurred before retirement.
• Watch the clock. Closure does not stop time running; see our guide to the debt limitation period in Singapore.

The owner’s side of cessation is covered in what ends on the cessation date, and what does not.

Can you hold LLP partners or Pte Ltd directors personally liable?

Generally no. An LLP’s obligations are solely its own under section 12 of the Limited Liability Partnerships Act 2005, and a company’s debts are the company’s, so you sue the entity and look to individuals only in specific cases.

An LLP partner remains personally liable in tort for their own wrongful act (section 12(3)), and under section 28(2) a partner who knew the LLP traded with fewer than 2 partners for more than 2 years is jointly and severally liable for obligations incurred after those 2 years. For a company, a creditor usually looks at:

• Personal guarantee. A director who guaranteed the account can be sued on the guarantee. See our guide to personal guarantees in Singapore.
• Fraudulent or wrongful trading. Under sections 238 and 239 of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), the court may declare a person personally responsible for the company’s debts, on an application made in a judicial management, winding up or proceedings against the company.

If a guarantor does not pay, see when a creditor can make a director bankrupt.

How do you enforce a judgment against the owners’ personal assets?

Against a sole proprietor, the judgment is a personal one and can be enforced against the owner’s own property. Against a firm, you enforce first against partnership property and then against the individuals the Rules of Court treat as partners.

1. Firm property. Section 23(1) of the Partnership Act 1890 says an enforcement order cannot issue against partnership property except on a judgment against the firm. Order 56 Rule 5(1) then allows enforcement against any property of the firm in Singapore.
2. Individual partners. Under Order 56 Rule 5(2), you can enforce against a person who filed a notice as a partner, was served as a partner and did not respond, admitted being a partner, or was adjudged a partner. Rule 5(3) limits this for partners who were out of Singapore when the claim was issued.
3. Anyone else. To enforce against another alleged member of the firm, you need the court’s permission under Rule 5(4).
4. Money owed to the firm. Order 56 Rule 7 allows attachment of debts owed by a firm carrying on business in Singapore, with notice served on a partner or the person managing the business.
5. A partner’s share. If you hold a judgment against one partner personally, section 23(2) lets the General Division of the High Court or a District Court charge that partner’s interest in the partnership property and profits, and appoint a receiver of their share. Order 56 Rule 10 requires the application to be made by summons.

Bankruptcy or winding up: which insolvency route applies, and who does what?

Against a sole proprietor or partners, the insolvency route is bankruptcy; against a company or LLP, it is winding up. Court proceedings, including demands, claims and insolvency applications, are conducted by a Singapore Advocate and Solicitor.

• Bankruptcy. Under section 311(1) of the IRDA, a creditor’s bankruptcy application needs a liquidated debt, or aggregate debts, of not less than S$15,000. Under section 312, inability to pay is presumed if a statutory demand has gone unpaid for at least 21 days without an application to set it aside, or if an enforcement order on a judgment has been returned unsatisfied.
• Bankruptcy of a firm. Section 307(1)(b) allows a creditor’s bankruptcy application against a firm, and section 307(2) lets the creditor apply against any of the partners without including the others.
• Winding up. Under section 125(2)(a) of the IRDA, a company is deemed unable to pay its debts if a creditor owed a sum exceeding S$15,000 leaves a written demand at its registered office and the company neglects to pay for 3 weeks.

Raffles Corporate Services can buy the ACRA profiles, reconcile your receivables ledger and prepare a chronology of who contracted and when; our free tools help with the figures. We do not give legal advice or appear in court. If you need to speak to a lawyer, we work with a panel of experienced Singapore law firms who can advise on the defendants and conduct the proceedings.

What are the common mistakes when choosing whom to sue?

• Suing the business name without checking who owns it. A sole proprietorship may be owned by a company, and the right defendant is then that company.
• Pursuing only the partner you dealt with, when every partner at the time of the debt is liable under section 9.
• Waiting because the business has “closed”. Cessation does not extinguish the owner’s liability, but delay can let the limitation period run.

Frequently asked questions

Can I sue a sole proprietorship in its business name?

Yes. Order 56 Rule 9 of the Rules of Court 2021 allows an individual carrying on business under another name to be sued in that name as if it were a firm name. The liability is still the individual owner’s.

Do I have to sue every partner in a partnership?

You may sue the partners in the firm name under Order 56 Rule 1. For bankruptcy, section 307(2) of the IRDA allows an application against any partner without including the others.

Can I enforce against a partner’s personal assets for the firm’s debt?

Possibly, once you have a judgment against the firm. Order 56 Rule 5(2) allows enforcement against a person served as a partner who did not respond, who admitted being a partner, or who was adjudged one, in addition to the firm’s own property.

Can I recover a company’s debt from its director?

Only in specific situations, mainly a personal guarantee, or a court declaration for fraudulent or wrongful trading under section 238 or 239 of the IRDA. Otherwise the company alone is liable.

Last reviewed: 25 October 2026. The Editorial Team, Raffles Corporate Services.