Where do I begin?

When you are incorporating your company, one of the first decisions you have to make is which business structure to use. It is paramount that you understand what different business structures entail and the advantages and disadvantages associated with each kind. In this article, we will analyze the main business structures so that you can make the right decision for your business.

We will be assessing the Sole Proprietorship, Limited Liability Company, and Private Limited Company. We chose to analyze these as entrepreneurs most commonly prefer these three structures.

Without further ado, let’s begin.

Sole Proprietorship

Sole Proprietorship is the simplest form of business structure in Singapore. It also happens to be the riskiest. We recommend this structure for businesses with a single owner (commonly known as freelancers). Unlike the other two structures, it does not provide liability protection, which means your assets are also at risk. If your business is unable to repay its debts, the responsibility of those debts falls on the owner’s shoulders. Thus, your assets can be used to repay them.

Advantages of a sole proprietorship

• Easy structure to set up (as well as the least expensive)
• The owner has complete control of the business
• Do not have to share any profit
• Terminating your sole proprietorship is significantly easier and cheaper compared to the other business entities
• Fewer compliance requirements

Disadvantages of a sole proprietorship

• No liability protection (You are financially and legally responsible for all debts and legal actions)
• No corporate tax benefits (Sole proprietorships adhere to higher personal income tax rates)
• Capital depends on your own personal finances and business profits (It may be harder to expand your business)
• The business dissolves after you retire or die
• Difficult to attract more prominent clients  (as they generally want to work with more advanced business entities)

Limited Liability Partnership (LLP)

An LLP is a type of business structure in which two or more partners incorporate an entity separate from themselves. A partner of the Singapore LLP cannot be held personally liable for the wrongful commission or omission of any other partners. Thus, every partner is personally responsible for any liabilities that arise due to his act of commission, omission, or negligence. When there are claims for liabilities, it can use against that partner and his assets. However, LLPs protect the innocent partners and their personal assets from the claims on the offending partner. Still, assets under the LLP contributed by all partners can be claimed by any liabilities of any partner.

We recommend this business structure for chartered professionals interested in establishing standard practices, such as accountants or lawyers. The partners must agree upon splitting of profits and business responsibilities. It is a complicated affair and typically requires a lawyer who is responsible for reaching an agreement.

Advantages of an LLP

• Limited personal liability (Partners are not held personally liable for any business debts incurred by the LLP or the wrongful acts of another partner. However, the offending partner is personally responsible for any claims from losses resulting from his or her actions)
• Perpetual succession (Any changes in the LLP ownership – resignation or death of its partners – will not result in termination of the business)
• Compliance requirements are more complex than a sole proprietorship (but more straightforward than a private limited company)

Disadvantages of an LLP

• Requires at least two partners at all times
• No corporate tax benefits (LLPs do not have to be taxed as whole entities. Every partner is taxed on their share of their profits on personal income tax rates)
• Individual partners can commit the partnership to formal business agreements without the consent of the other partners
• Difficult to transfer ownership and investment

Private Limited Company (PLC)

A Private Limited Company is a business entity where less than 50 people hold its shares (unavailable to the general public). Most privately incorporated businesses in Singapore are private limited companies. Private limited companies usually have names that end with Private Limited or Pte Ltd. Shareholders of a private limited company can either be individuals, corporate entities, or both.

A private limited company is the most advanced, flexible, and scalable type of business structure in Singapore. It’s also the most preferred type for entrepreneurs.

Advantages of a PLC

• Limited liability (A PLC has its own legal identity that is separate from its shareholders and its directors. A PLC acquires assets, incurs debt, enters into contracts, and pursues legal action in its name; thus, shareholders only risk the amount they contributed to the company)
• Perpetual succession (the company will continue to exist even in the event of death or resignation of its shareholders and directors)
• Scalability and ease of raising capital (You can bring in new shareholders or issue more shares amongst existing shareholders. Investors are more likely to invest if there are barriers between business and shareholders’ assets)
• Credibility (A PLC portrays a more credible image compared to a sole proprietorship or a partnership firm like an LLP as it can expand and take in investors easily. It shows seriousness in growing the business on your part)
• Ease of transferring ownership (sell shares to investors)
• Corporate tax benefits and incentives (In Singapore, corporate tax rates top out at 17%. For-profits below $300,000, the tax rate is below 9%. For more information on the corporate tax rate, read this article. Many grants are available for a PLC (that are not available to a sole proprietorship and LLPs. Besides, the recently released Budget 2018 details a lot of incentives for businesses. Here is a link to our article regarding the subject matter)

Disadvantages of a PLC

Only a few problems exist regarding PLCs. A PLC is generally more complicated and expensive to set up. Entrepreneurs who opt for the PLC structure must follow more complex compliance requirements.

Conclusion

The question remains. Which business structure should I choose when deciding to incorporate in Singapore? Truthfully, the choice depends on your situation and plans for your business. However, we have provided some general rules you can consider when making your decision below.

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