Conversion of Firm to Limited Liability Partnership

Buyer’s Stamp Duty (BSD) and Seller’s Stamp Duty (SSD) reliefs are applicable to the transfer of assets on conversion of a firm to a Limited Liability Partnership (LLP) if the relief conditions are met.

Conditions for Relief

  1. The partners of the LLP on the date of the conversion ("original partners") were also the partners of the original firm immediately before that date
  2. The assets of the LLP on the date of the conversion were the sole assets of the original firm immediately before that date
  3. The amount of capital contributed by each original partner as at the date of the conversion remains the same as in the original firm immediately before that date
  4. At least 75% of the composition of the partnership interest in the LLP held by the original partners immediately after the conversion should remain the same for 2 years from the date of conversion

If condition 4 is not met, BSD and SSD with interest become payable immediately. The interest is computed at 6% per annum, commencing 14 days from the date of the instrument.

How to Apply

To apply for the reliefs, submit an application with the supporting documents to:

Commissioner of Stamp Duties
55 Newton Road
Revenue House
Singapore 307987

List of Supporting Documents Required for Application

  1. Copy of the notice of registration issued to the LLP by the Registrar of Limited Liability Partnerships
  2. Copies of the instruments executed to transfer the chargeable assets to the LLP (for conversions that take place prior to 19 Feb 2011)
  3. Copies of the business profiles from the Accounting and Corporate Regulatory Authority (ACRA) of the firm and the LLP, immediately before and on the conversion date
  4. Documentary evidence to substantiate that the amount of capital contributed by each original partner as at the date of the conversion remains the same as in the original firm immediately before that date (e.g. copies of the Partnership Agreements)
  5. List of all the chargeable (with value) assets of the firms and the LLP immediately before and on the conversion date
  6. Original Statutory Declaration by an advocate and solicitor or a partner of the LLP containing the following information: 
    • How each of the conditions for relief has been or will be met
    • Names and NRIC numbers of the partners of the firm and the LLP, as at the date of conversion
    • Amount of capital that each partner in the firm had contributed, as at the date of conversion
    • Amount of capital that each partner of the LLP is entitled to, as at the date of conversion
    • Whether there is any intention for the partners (one or more) to dispose of more than 25% of the total partnership interest (held by all original partners on the date of conversion) within 2 years from the date of the conversion  

     

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