Convert an LLP to a Pte Ltd in Singapore: No Direct Route, So You Transfer the Business

Short answer: Singapore has no legal procedure for converting an LLP into a private limited company. The Limited Liability Partnerships Act 2005 only allows conversions into an LLP. To move an LLP’s business into a Pte Ltd, you incorporate a new company, transfer the business, assets, contracts and staff to it, and then close the LLP.

If you want to convert an LLP to a Pte Ltd, start here: ACRA has no form for it. The change is a transfer of business from one legal entity to another, and GST, stamp duty, employees, work passes, licences and closing the LLP each follow their own rules.

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.

Can you convert an LLP to a Pte Ltd in Singapore directly?

No. Neither the Limited Liability Partnerships Act 2005 (the LLP Act) nor the Companies Act 1967 lets an LLP become a company by conversion.

Part 4 of the LLP Act, headed “Conversion to limited liability partnership”, has two sections: section 26 (a firm, meaning a partnership or sole proprietorship registered under the Business Names Registration Act 2014, converting to an LLP) and section 27 (a private company converting to an LLP). Nothing provides for the reverse.

The Companies Act conversions work only inside the company family: section 30 (unlimited to limited) and section 31 (public to private, or private to public). ACRA’s conversion guidance and its S$40 General Lodgement fee cover only conversions into an LLP, explained in our guide to converting to an LLP in Singapore.

The LLP and the new company are separate legal persons, so nothing passes between them automatically. Every asset, contract and employee moves by agreement or under a specific law.

How does the transfer-of-business route work, step by step?

You set up the company, sign a business transfer agreement with the LLP, move everything across on an agreed transfer date, and then close the LLP.

1. Decide what moves, the price, and how it is paid: cash, a loan owed by the company, or shares issued to the LLP’s partners.
2. Incorporate the Pte Ltd on Bizfile (S$15 plus S$300 in ACRA fees), with a resident director and a company secretary.
3. Check whether the company must register for GST from the transfer date.
4. Sign a business transfer agreement listing the assets, liabilities, contracts, employees, price and transfer date.
5. Obtain consents: contract novations, the landlord’s consent and lender consent.
6. Apply for licences in the company’s name and open its bank account.
7. Notify employees, then deal with CPF and work passes with MOM.
8. Close the LLP’s books, file its final GST return, cancel its GST registration and settle its debts.
9. Strike off the LLP, or wind it up if it cannot meet the striking off criteria.

Our free tools include a company set-up cost calculator and a GST registration checker.

What moves across, and how does each item transfer?

Each item moves under its own rules.

Is stamp duty payable when the business moves to the company?

Stamp duty can arise on the lease and on any property or shares that change hands. Check each document before it is signed.

If the landlord grants the company a new lease or tenancy agreement, lease duty applies under IRAS’s normal rules: no duty where the average annual rent is S$1,000 or less, otherwise 0.4% of the total rent for a lease of up to 4 years, or 0.4% of 4 times the average annual rent for a longer lease. Where the existing lease is novated from the LLP to the company, IRAS charges duty on the consideration, if any, at the Buyer’s Stamp Duty rates, and the incoming tenant (here, the company) pays unless the documents say otherwise. Any transfer of property or shares is assessed separately.

Does GST apply when an LLP transfers its business to a new company?

If the LLP is GST-registered, transferring business assets is normally a taxable supply, even with no payment. The exception is a transfer of a business as a going concern (TOGC), which is an excluded transaction with no GST charged.

IRAS requires all five of these conditions to be met:

1. The assets are supplied in connection with transferring a business, putting the company in possession of a business, not just a set of assets.
2. The company uses them to carry on the same kind of business.
3. If only part of the business moves, that part can operate on its own.
4. The business continues after the transfer, with no immediate termination beyond temporary closures to get ready.
5. The company is already a taxable person or immediately becomes one because of the transfer.

IRAS treats the company as having carried on the business before and after the transfer, so it may be liable to register for GST from the transfer date, within 30 days. It must never charge GST under the LLP’s number, and both sides must keep records of each asset transferred and its value. IRAS’s transferring businesses page sets out the conditions, and our guide to GST on a transfer of a going concern goes further.

The LLP should apply to cancel its GST registration within 30 days of the transfer if it no longer makes taxable supplies, and it still files GST returns for every period in which it was registered.

What happens to employees and work passes?

Employees move with the business on their existing terms and with unbroken service. Foreign staff also need their work passes moved through MOM.

Under section 18A of the Employment Act 1968, a transfer of an undertaking does not end the employees’ contracts. They continue as if made with the company, service with the LLP counts as service with the company, and terms stay the same unless later renegotiated (section 18A(12)). Section 18A(5) requires the LLP, before the transfer, to tell affected employees the approximate date, the reasons, the implications and the measures planned. The company must supply the information the LLP needs (section 18A(6)).

For work pass holders, MOM’s Change of Business Entity (COBE) request covers changing business entity type (for example, sole proprietorship to private limited company) where at least one ACRA-registered director, partner or sole proprietor moves across. MOM’s list does not name LLPs, so confirm your case with MOM. Other points from MOM’s business restructuring transfer page:

• Submit the request 1.5 to 2 months before the intended transfer date; most cases take up to 2 months.
• Neither entity may have an adverse MOM record, and all outstanding levy for both must be paid.
• Buy new security bonds for non-Malaysian Work Permit holders and new medical insurance for Work Permit and S Pass holders.
• After the transfer, the company starts CPF contributions for transferred local staff and pays levy through GIRO.

Our guide to CPF contributions for employers covers the company’s new payroll duties. Our associated MOM-licensed agency, Little Big Employment Agency, can prepare the work pass side.

What are the income tax points when moving from an LLP to a company?

The LLP itself does not pay income tax. Partners are taxed on their shares of profit up to the transfer date, and the company on its own profits after that.

IRAS treats an LLP as a partnership for income tax: individual partners pay tax on their share at personal income tax rates, and corporate partners at the corporate rate. The LLP still files its partnership return (Form P) for the final period of business.

For equipment, section 24 of the Income Tax Act 1947 lets a seller and buyer under common control elect in writing to transfer machinery and plant at tax written-down value, so there is no balancing adjustment and the company continues the remaining allowances (with no initial allowance). The election is not available for industrial buildings where the option, sale agreement or transfer is on or after 23 February 2010 (section 24(4A)).

How do you close the LLP after the business has moved?

Once the LLP owns nothing and owes nothing, its partners apply to ACRA to strike it off under section 64 of the LLP Act. If debts remain that cannot be settled, it must be wound up instead.

ACRA’s criteria include no unpaid debts, no registered charges, no legal cases or regulatory action, no property, and the agreement of all or a majority of the partners; a false declaration can lead to an investigation. The application is free, and any required endorsements must be given within 14 days. Clear any tax credit first, because on dissolution it passes to the Insolvency and Public Trustee’s Office. IRAS does not issue a tax clearance letter, but it may object to the striking off if a Form P or other tax matter is outstanding.

Striking off does not end the existing liabilities of the LLP’s officers and partners (section 64(7)), and the former partners must keep the LLP’s books and papers for five years after dissolution. See our guides to striking off an LLP and winding up an LLP.

Frequently asked questions

Can the new company keep the same name as the LLP?

The company needs its own name, approved through ACRA’s name application. Many owners apply for a close equivalent, such as “ABC Pte. Ltd.” for “ABC LLP”. Approval is not guaranteed, so apply early, before contracts and signage change.

Do the LLP’s partners have to become shareholders?

Not by law. But MOM’s Change of Business Entity route and the section 24 election both depend on continuity or common control, so in practice the same people usually own both.

Is there GST if the LLP was not GST-registered?

The TOGC question only arises if the LLP is GST-registered. The company should still check whether it must register, since IRAS treats it as having carried on the business before the transfer too.

How long does the whole move take, and what does it cost?

We can incorporate the company within 1 business day of receiving complete documents (subject to compliance checks); our Incorporation of Company Package is S$450 and our Annual Corporate Package is S$600 a year, as listed on our packages page. The slower parts depend on third parties: MOM wants COBE requests 1.5 to 2 months ahead, licences take their own time, and striking off takes at least 2 months after approval. Plan for several months.

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