Doxuno
Browse All Free Templates
Doxuno
BusinessSG

Partnership Agreement Template (Singapore)

A partnership agreement defines the rights, duties, and profit-sharing arrangements between partners operating a business in Singapore. Whether you are forming a general partnership under the Partnership Act (Cap. 391A) or a limited partnership under the Limited Partnerships Act (Cap. 163B), our free Singapore partnership agreement template provides a clear, legally structured foundation — covering ACRA registration, profit and loss allocation, partner duties, dissolution rights, and Singapore tax treatment by IRAS.

Create Your Partnership Agreement
Free to useInstant PDFNo account required
PARTNERSHIP AGREEMENT
PARTNER A
Lim Wei Ming
30 Cecil Street, #22-01, Singapore 049712 · S7812345A
By: Lim Wei Ming, Partner
PARTNER B
Priya Nair
1 Fullerton Road, #02-01, Singapore 049213 · S8234567B
By: Priya Nair, Partner
Effective: 25 April 2026
Lim and Nair Consulting · SGD 50,000.00 + 50,000.00 Capital
This Partnership Agreement ("Agreement") is entered into as of 25 April 2026 by and between Lim Wei Ming ("Partner A") and Priya Nair ("Partner B") (collectively the "Partners"). The Partners agree to form a general partnership in Singapore on the following terms:
1.
PARTNERSHIP NAME AND REGISTRATION
The Partners hereby establish a general partnership under the Partnership Act (Cap 391) and the Business Names Registration Act 2014 under the name Lim and Nair Consulting (the "Partnership"). The Partnership shall be registered with the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") before commencing business, and shall maintain its ACRA registration in good standing at all times. The Partnership's Unique Entity Number (UEN) is 52345678A. The principal place of business of the Partnership shall be 10 Anson Road, #10-01, Singapore 079903. The Partners shall promptly notify ACRA of any change in the Partnership's name, address, or composition of partners in accordance with the Business Names Registration Act 2014.
2.
BUSINESS PURPOSE
The business of the Partnership shall be: Business and management consulting services, including strategic advisory, financial planning, and organisational development for small and medium enterprises in Singapore. (the "Business"), and any other business activity as the Partners may unanimously agree in writing from time to time. Each Partner shall devote such time, attention, and skill to the Business as is reasonably necessary and shall act in good faith and in the best interests of the Partnership. Neither Partner shall engage in any business that directly competes with the Partnership without the prior written consent of the other Partner.
3.
COMMENCEMENT AND DURATION
The Partnership shall commence on 25 April 2026 and shall continue until dissolved in accordance with clause 16 of this Agreement or as otherwise agreed in writing. The Partnership is formed for an indefinite term unless the Partners agree a fixed term in writing. Nothing in this Agreement excludes the operation of the Partnership Act (Cap 391) except to the extent lawfully varied by this Agreement.
4.
CAPITAL CONTRIBUTIONS
Each Partner shall contribute the following initial capital to the Partnership: Partner A shall contribute SGD 50,000.00; Partner B shall contribute SGD 50,000.00. Capital contributions shall be paid within fourteen (14) days of the Effective Date. No Partner shall be entitled to withdraw capital without the unanimous written consent of all Partners. No interest shall be payable on capital contributions unless the Partners agree otherwise in writing. Additional capital contributions may be required by unanimous agreement; if a Partner fails to make an agreed additional contribution, the other Partner may (but is not obliged to) contribute the shortfall, in which case the profit-sharing ratios shall be adjusted pro rata to reflect the updated capital accounts.
5.
PROFIT AND LOSS SHARING
The net profits and net losses of the Partnership shall be allocated and distributed between the Partners in the following proportions: Partner A: 50% and Partner B: 50%. Distributions shall be made at such times and in such amounts as the Partners unanimously agree, provided that sufficient reserves are maintained for the Partnership's working capital requirements and tax obligations. No Partner shall be entitled to draw against anticipated profits. All distributions shall be made from the Partnership's operating account by unanimous authorisation. The Partners acknowledge that each is individually liable to the Inland Revenue Authority of Singapore ("IRAS") for income tax on their respective share of Partnership income, which shall be reported in the Partnership's annual tax return (Form P) and each Partner's individual tax return.
6.
MANAGEMENT AND DUTIES
The Partners shall manage the Business jointly and on an equal basis. Each Partner may exercise management authority in the ordinary course of the Business. Major decisions, including those listed in clause 7, require the consent threshold set out in that clause. Each Partner shall: (a) act in good faith and in the best interests of the Partnership; (b) disclose to the other Partner any conflict of interest; (c) not enter into any material contract or obligation on behalf of the Partnership without authority; and (d) comply with all applicable laws, including the Personal Data Protection Act 2012 (PDPA) in respect of any personal data processed in connection with the Business.
7.
VOTING AND MAJOR DECISIONS
The following matters require the approval of unanimous consent of all Partners: (a) admission of a new partner; (b) amendment of this Agreement; (c) acquisition or disposal of any real property or major asset of the Partnership; (d) incurring any debt or financial obligation exceeding the agreed threshold; (e) entering into any agreement outside the ordinary course of the Business; (f) dissolution of the Partnership; (g) commencement or settlement of litigation; (h) changes to the profit-sharing ratios; and (i) any other matter designated as a major decision by mutual agreement. Voting may be exercised by written ballot, email, or at a Partners' meeting. Decisions shall be recorded in writing and filed with the Partnership's records.
8.
BANKING AND TREASURY
All Partnership funds shall be held in a dedicated Partnership bank account in the name of the Partnership. Banking arrangements shall be as follows: DBS Bank joint account, both partners required as signatories for transactions above SGD 5,000. Partnership funds shall not be commingled with the personal funds of any Partner. Withdrawals and payments above the agreed threshold shall require the joint authorisation of both Partners. The Partnership shall maintain adequate financial records and shall make them available to each Partner upon request.
9.
ACCOUNTS AND TAX FILING
The Partnership shall maintain proper books of account in accordance with generally accepted accounting principles in Singapore. The financial year of the Partnership shall end on 31 December each year. Within three (3) months of each financial year end, the Partnership shall prepare profit-and-loss accounts and a balance sheet. Each Partner shall have the right to inspect and copy the accounts at any time on reasonable notice. The Partnership shall file an annual income tax return (Form P) with the Inland Revenue Authority of Singapore (IRAS) and shall file the required annual return with ACRA in accordance with the Business Names Registration Act 2014. Each Partner shall report their share of Partnership income in their individual tax returns.
10.
ADMISSION OF NEW PARTNERS
No new partner may be admitted to the Partnership without the unanimous written consent of all existing Partners. Any new partner shall execute a deed of adherence to this Agreement and shall make such capital contribution as the existing Partners unanimously determine. Upon admission of a new partner, the Partners shall amend this Agreement and notify ACRA of the change in partnership composition within the timeframe required by the Business Names Registration Act 2014.
11.
ASSIGNMENT OF PARTNERSHIP INTEREST
No Partner may assign, transfer, encumber, or otherwise dispose of all or any part of their interest in the Partnership without the prior written consent of all other Partners. Any purported assignment without such consent shall be null and void. A Partner wishing to transfer their interest must first offer it to the remaining Partners by written notice, setting out the proposed terms. The remaining Partners shall have thirty (30) days to elect to purchase the interest at the offered price and on the offered terms.
12.
BUY-OUT AND PRE-EMPTION RIGHTS
Where a Partner (the "Exiting Partner") serves a withdrawal notice under clause 13 or is required to exit under this Agreement, the remaining Partners (the "Continuing Partners") shall have a right of first refusal to purchase the Exiting Partner's interest in the Partnership (the "Exit Interest") on the following terms: (a) Valuation: The value of the Exit Interest shall be the higher of: (i) the Exiting Partner's capital account balance plus their share of undistributed profits; or (ii) a value determined by an independent chartered accountant agreed by the Partners (or appointed by the President of the Institute of Singapore Chartered Accountants if the parties cannot agree) within thirty (30) days; (b) Option Period: The Continuing Partners shall have thirty (30) days from the date the Exit Interest valuation is agreed or determined to elect in writing to purchase the Exit Interest; (c) Payment: The purchase price shall be paid within sixty (60) days of the election, unless otherwise agreed; (d) Effect: If the Continuing Partners do not exercise the buy-out option within the Option Period, the Partnership shall be dissolved in accordance with clause 13. The buy-out mechanism does not limit or restrict any remedy available to the Continuing Partners in respect of any breach of this Agreement by the Exiting Partner.
13.
DISSOLUTION AND WINDING UP
The Partnership shall be dissolved upon: (a) the unanimous written agreement of all Partners; (b) the death, bankruptcy, or legal incapacity of a Partner (unless the remaining Partners elect within thirty (30) days to continue the Partnership); or (c) a court order under the Partnership Act (Cap 391). Upon dissolution, the Partners shall appoint a liquidator to wind up the affairs of the Partnership. The assets of the Partnership shall be applied in the following order: (i) discharge of all Partnership debts, liabilities, and obligations (including tax liabilities); (ii) repayment of capital contributions to each Partner pro rata; (iii) distribution of the surplus to the Partners in proportion to their profit-sharing ratios. A partner who owes amounts to the Partnership shall pay such amounts before receiving any distribution. Dissolution shall be notified to ACRA within the time required by the Business Names Registration Act 2014.
14.
DISPUTE RESOLUTION
The Partners shall use their best efforts to resolve any dispute by direct negotiation. If a dispute is not resolved within fourteen (14) days, either Partner may refer the dispute to mediation at the Singapore Mediation Centre in accordance with the SMC Mediation Rules. If mediation fails or is not concluded within sixty (60) days of the referral, either Partner may commence proceedings in the Singapore High Court. This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore. The parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore.
15.
GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore, including the Partnership Act (Cap 391), the Business Names Registration Act 2014, and the Contracts Act (Cap 53). Nothing in this Agreement shall limit any right or obligation under the Partnership Act (Cap 391) that cannot lawfully be excluded by agreement.
16.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are valid and enforceable under the Electronic Transactions Act 2010 (Cap 88) and have the same legal effect as handwritten signatures.
17.
GENERAL PROVISIONS
Entire Agreement: This Agreement (together with any duly executed amendments) constitutes the entire agreement between the Partners with respect to the Partnership and supersedes all prior discussions, negotiations, and understandings. Amendment: No amendment is valid unless in writing and signed by all Partners. Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force. Waiver: Failure to enforce any provision shall not constitute a waiver. Counterparts: This Agreement may be executed in counterparts, each constituting an original, and all forming one instrument. Notices: Notices must be in writing and served by email (with delivery confirmation) or registered post to the addresses stated above. Third Parties: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 (Cap 53B) to enforce any term hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
PARTNER A
Lim Wei Ming
Partner
Lim Wei Ming
Date: ____________________
PARTNER B
Priya Nair
Partner
Priya Nair
Date: ____________________

What Is a Partnership Agreement?

A partnership agreement is a legally binding contract between two or more persons who agree to carry on a business in common with a view to profit under Singapore law. Without a written partnership agreement, the relationship between partners in Singapore is governed solely by the default rules in the Partnership Act (Cap. 391A) — which may not reflect what the partners actually intend regarding profit sharing, management authority, or what happens when a partner wishes to leave. A written agreement gives partners certainty, prevents disputes, and allows the partners to customise their arrangement beyond the statutory default.

In Singapore, there are two main types of partnership vehicle: a general partnership (governed by the Partnership Act, Cap. 391A) and a limited partnership (governed by the Limited Partnerships Act, Cap. 163B, and registered with ACRA). In a Singapore general partnership, all partners have unlimited personal liability for the firm's debts and obligations — partners are jointly and severally liable. Each partner is also an agent of the firm and can bind all other partners by acts done in the ordinary course of business. In contrast, a Singapore limited partnership has at least one general partner with unlimited liability and one or more limited partners whose liability is limited to their capital contribution, provided they do not take part in management.

All Singapore partnerships must be registered with ACRA under the Business Registration Act unless exempt. The ACRA registration provides the firm with a UEN (Unique Entity Number) and makes the partnership's existence publicly verifiable. For Singapore tax purposes, a partnership is transparent: each partner is individually assessed by IRAS on their share of the partnership's income under the Income Tax Act (Cap. 134). The firm itself does not pay corporate tax; instead, each partner files an individual or corporate tax return reflecting their share of the partnership profits. CPF obligations arise for any employees of the partnership but not for the partners themselves, who are self-employed.

What This Template Covers

Our Singapore partnership agreement template addresses all the key governance, financial, and operational terms for a Singapore business partnership.

Parties and Partnership Name

Full legal names, NRIC/passport numbers of individual partners, UEN of the partnership, and the registered business name filed with ACRA.

Partnership Type

Whether the partnership is a general partnership under the Partnership Act (Cap. 391A) or a limited partnership under the Limited Partnerships Act (Cap. 163B), with partner roles clearly identified.

Capital Contributions

Each partner's initial capital contribution in SGD (S$), the method of making further contributions, and the treatment of capital accounts.

Profit and Loss Sharing

Agreed ratio for sharing partnership profits and losses — which may differ from the capital contribution ratio.

Management and Decision-Making

Day-to-day management rights, authority to bind the firm, decisions requiring unanimous consent, and exclusion of a partner from management.

Partners' Drawings and Salaries

Rights of each partner to draw from the firm account, any agreed salaries for working partners, and limits on drawings.

Partner Duties and Fiduciary Obligations

Duties of good faith, duty to account for profits, prohibition on competing with the firm, and obligations consistent with the Partnership Act (Cap. 391A).

Admission of New Partners

Procedure for admitting new Singapore partners — unanimous consent, updated ACRA registration, and amendment of this agreement.

Retirement and Withdrawal

Notice period for a partner's voluntary retirement, valuation of the retiring partner's interest, and continuation of the firm.

Dissolution and Winding Up

Events triggering dissolution under sections 32 to 44 of the Partnership Act (Cap. 391A), winding-up procedure, and distribution of assets.

Non-Compete and Non-Solicitation

Post-departure restrictions on a retiring partner competing with the Singapore firm or soliciting clients and employees.

Governing Law and Dispute Resolution

Singapore law as governing law; Singapore Mediation Centre (SMC) mediation or Singapore courts as agreed dispute forum.

How to Create a Singapore Partnership Agreement

Follow these steps to establish a clear, legally sound partnership framework for your Singapore business.

  1. 1

    Identify the Partners and Register with ACRA

    Enter the full legal names and NRIC/passport numbers of all partners. Confirm the partnership name and registered business address. All Singapore partnerships must be registered with ACRA, which issues a UEN. Register via ACRA's BizFile portal before or alongside signing this agreement.

  2. 2

    Agree on Partnership Type and Capital

    Decide whether you are forming a general partnership (unlimited liability for all partners) or a limited partnership (at least one general and one limited partner). Record each partner's initial capital contribution in SGD.

  3. 3

    Set Profit Sharing and Management Rights

    Agree on the profit and loss sharing ratio, management authority, decisions requiring unanimous consent, and partner drawings. Specify whether working partners are entitled to a salary before profit distribution.

  4. 4

    Address Admission, Retirement, and Dissolution

    Set out the procedure for admitting new partners, the notice period and valuation method for retiring partners, and the events (death, bankruptcy, mutual agreement) that trigger dissolution under the Partnership Act (Cap. 391A).

  5. 5

    Confirm Governing Law and Execute

    State Singapore law as governing law and agree on dispute resolution — SMC mediation or Singapore courts. All partners sign; consider having signatures witnessed for evidentiary purposes.

Legal Considerations

Singapore partnership law imposes significant obligations on partners — particularly unlimited joint and several liability in a general partnership. A written agreement is essential to manage these risks.

This template is provided for informational purposes only and does not constitute legal advice. For advice tailored to your situation, consult a Singapore-qualified lawyer or the Law Society of Singapore.

Reviewed for Singapore Law

Partnership Act (Cap. 391A) — Joint and Several Liability

In a Singapore general partnership, all partners are jointly and severally liable for the debts and obligations of the firm incurred while they are partners. This means a Singapore creditor can pursue any one partner personally for the full amount of the debt, leaving that partner to seek contribution from their co-partners. The partnership firm is not a separate legal entity in Singapore — unlike a company incorporated under the Companies Act (Cap. 50). This unlimited personal liability is the key reason many Singapore businesses prefer to incorporate a private limited company (Pte. Ltd.) rather than operate as a general partnership. A limited partnership under the Limited Partnerships Act (Cap. 163B) offers limited partners protection from personal liability, provided they do not participate in management.

ACRA Registration and the Business Registration Act

Under Singapore's Business Registration Act, all Singapore partnerships must be registered with ACRA before commencing business (unless the business is carried on in the partners' own full names). Registration gives the firm a UEN and makes the partners' names publicly available. Failure to register is an offence in Singapore. When a new partner joins or an existing partner retires, the ACRA registration must be updated promptly. The Business Registration Act requires particulars of all partners to be accurate and up to date on the ACRA BizFile register at all times.

Singapore Tax Treatment — IRAS and Income Tax Act (Cap. 134)

A Singapore partnership is fiscally transparent: the partnership itself pays no income tax. Instead, each partner's share of the firm's income is assessed in the hands of the partner individually under the Income Tax Act (Cap. 134). Singaporean individual partners pay personal income tax on their share of partnership profits at progressive rates up to 24%. Corporate partners pay corporate tax at 17%. The firm must file an annual partnership income tax return with IRAS, and each partner files their own return reflecting their share. Singapore partners who are self-employed must also make Medisave contributions to their CPF account at the prescribed rate.

Dissolution Under the Partnership Act (Cap. 391A)

Sections 32 to 44 of Singapore's Partnership Act (Cap. 391A) set out the circumstances in which a partnership is dissolved: expiry of a fixed term, completion of a venture, notice by any partner (in a partnership at will), death or bankruptcy of a partner, illegality, or court order on just and equitable grounds. The partnership agreement can and should override many of these default dissolution triggers — for example, by providing that the firm continues despite the death or retirement of a partner. Without overriding provisions, a Singapore general partnership is technically dissolved every time a partner changes, requiring reconstitution of the firm.

Frequently Asked Questions

Establish Your Singapore Partnership on Solid Legal Ground

Create a professional partnership agreement tailored to Singapore law. Fill in the details, download your PDF, and protect every partner from day one.

Create Your Partnership AgreementBrowse All Templates

Free · Instant PDF · No account required