Limited Liability Partnerships Act 2005 · 2020 Revised Edition · Schedules
Schedule 7 · Meanings of “significant control” and “significant interest”
Feedback & supportSEVENTH SCHEDULESections 43 and 57(1)Meanings of “significant control” and “significant interest”Definition of “significant control”
significant control
“significant control”, in relation to a limited liability partnership, has the meaning given to it in the Seventh Schedule;
1. For the purposes of Part 6A, an individual or a legal entity has significant control over a limited liability partnership if the individual or legal entity —
legal entity
“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
holds the right, directly or indirectly, to appoint or remove the manager of the limited liability partnership or, if the limited liability partnership has more than one manager, a majority of the managers of the limited liability partnership;
manager
“manager”, in relation to a limited liability partnership, means any person (whether or not a partner of the limited liability partnership) who is concerned in or takes part in the management of the limited liability partnership (whether or not the person’s particulars or consent to act are lodged with the Registrar as required under section 29(2));
holds the right, directly or indirectly, to appoint or remove the persons who hold a majority of the voting rights at meetings of the management body of the limited liability partnership;
limited liability partnership
“limited liability partnership” has the meaning given by section 4(1);
holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the partners of the limited liability partnership; or
has the right to exercise, or actually exercises, significant influence or control over the limited liability partnership.Definition of “significant interest”
significant interest
“significant interest”, in relation to a limited liability partnership, has the meaning given to it in the Seventh Schedule.[32B
2. For the purposes of Part 6A, an individual or a legal entity has a significant interest in a limited liability partnership if the individual or legal entity holds, directly or indirectly —
a right to share in more than 25% of the capital, or more than 25% of the profits, of the limited liability partnership; or
a right to share more than 25% of any surplus assets of the limited liability partnership on a winding up.Supplementary provisions3.—
If 2 or more persons jointly hold a right, each of the persons is considered for the purposes of this Schedule as holding that right.
If the rights held by a person and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them.
A right held by a person as nominee for another person is to be considered for the purposes of this Schedule as held by the other person (and not by the nominee).
In this paragraph —
a “joint arrangement” is an arrangement between holders of rights that they will exercise all or substantially all their rights jointly in a way that is predetermined by the arrangement; and
“arrangement” includes —
any scheme, agreement or understanding, whether or not it is legally enforceable; and
any convention, custom or practice of any kind,but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).[16/2017]