Conversion of Private Company 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 private company 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 shareholders of the private company immediately before that date
  2. The assets of the LLP on the date of conversion were the sole assets of the private company immediately before that date
  3. The amount of capital contributed by each original partner as at the date of conversion is the same as the value of all his shares in the private company immediately before that date
  4. At least 75% of the composition of the partnership interest in the LLP held by the partners immediately after the conversion should remain the same for 2 years from the date of conversion
  5. The LLP does not dispose of any chargeable property vested in it upon the conversion, to one or more of its partners

If condition 4 or 5 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. Documentary evidence to substantiate that the amount of capital contributed by each original partner as at the date of conversion is the same as the value of all his shares in the private company (e.g. copy of the last audited Statement of Account of the private company and the Partnership Agreement)
  3. Copies of the business profiles from the Accounting and Corporate Regulatory Authority (ACRA) of the private company and the LLP immediately before and on the conversion date
  4. List of the chargeable property (with value) of the private company and the LLP immediately before and on the conversion date
  5. Original Statutory Declaration by an advocate and solicitor or a partner of the LLP containing contain the following information:
    • How each of the conditions for relief has been or will be met
    • Names and NRIC numbers/ Unique Entity Number (UEN) of the shareholders of the company and the partners of the LLP, as at the date of conversion
    • The respective shareholding of the shareholders in the existing company and the respective partner's interest in the new LLP 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
    • Whether there is any intention for the LLP to dispose of any chargeable property vested in it upon conversion, to its partners (one or more) within 2 years from the date of the conversion

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