Choosing the Right Business Structure in Singapore: Sole Proprietorship vs Private Limited vs LLP
Why Your Business Structure Matters
Choosing the right business structure in Singapore is a critical decision. It affects everything from your legal liability and tax obligations to investor credibility and compliance costs.
Singapore offers several entity types to suit different business needs, but the most common options are:
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Sole Proprietorship
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Private Limited Company (Pte Ltd)
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Limited Liability Partnership (LLP)
Understanding the pros and cons of each can help you start smart — and scale with confidence.
1. Sole Proprietorship
A Sole Proprietorship is the simplest and most cost-effective structure. It’s owned by a single individual or company and does not create a separate legal entity.
Key Features:
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Easy to set up and maintain
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Owner has full control
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Profits are taxed as personal income
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Owner has unlimited liability — personally responsible for all debts and legal actions
Best for:
Freelancers, home-based businesses, or those testing a business idea with low risk.
Risks:
Not suitable for scaling, attracting investors, or limiting liability.
2. Private Limited Company (Pte Ltd)
A Private Limited Company is the most popular and flexible structure in Singapore. It is a separate legal entity, offering protection for shareholders.
Key Features:
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Separate legal identity from owners
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Shareholders have limited liability
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Eligible for tax exemptions and corporate tax rates (17%)
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Can raise funds, issue shares, and attract investors
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Must appoint at least one resident director and a company secretary
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Subject to annual filing and compliance requirements
Best for:
Scalable businesses, foreign investors, startups, and companies seeking funding or credibility.
Considerations:
Slightly higher setup and compliance costs, but offers long-term benefits and protection.
3. Limited Liability Partnership (LLP)
An LLP combines the flexibility of a partnership with the limited liability benefits of a company. It is commonly used by professionals.
Key Features:
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Separate legal entity
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Partners are protected from each other’s liabilities
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Profits are taxed at the personal income tax level
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Requires at least two partners (individuals or corporations)
Best for:
Professionals such as lawyers, accountants, or consultants who want joint operations but independent liability.
Risks:
May not be ideal for businesses seeking external funding or rapid growth.
Comparison at a Glance
| Feature | Sole Proprietorship | Private Limited (Pte Ltd) | Limited Liability Partnership (LLP) |
|---|---|---|---|
| Legal Identity | Not separate | Separate | Separate |
| Liability | Unlimited | Limited | Limited (per partner) |
| Taxation | Personal tax rates | Corporate tax (17%) | Personal tax rates |
| Scalability | Low | High | Medium |
| Compliance | Minimal | Moderate to High | Moderate |
| Investors/VC Friendly | No | Yes | Rarely |
| Foreign Ownership Allowed | Yes (via local rep) | Yes | Yes |
How Excellence Singapore Helps You Decide and Incorporate
We help entrepreneurs choose the most suitable business structure based on:
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Business goals and funding plans
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Industry-specific requirements
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Local vs foreign ownership needs
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Tax efficiency and risk management
Our services include:
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Company incorporation and ACRA registration
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Nominee director services
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Virtual office and registered address
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Corporate secretarial support
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Accounting, tax, and compliance advisory
Whether you’re starting alone or launching a high-growth startup, we make the process seamless and fully compliant.
Conclusion: Choose Right from Day One
Your business structure influences your legal responsibilities, tax exposure, and future growth potential. Make the right choice now — and avoid complications later.
Contact us to discuss your business setup or explore our incorporation and advisory services.