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Accounting and Corporate Regulatory Authority

Converting & restoring a limited partnership (LP) registration

Your LP registration may automatically change when partners join or leave. Find out how these changes affect your LP registration status.

Last updated 29 January 2026

When your LP converts automatically

Every LP must always have at least one limited partner.

If there are no limited partners:

  • ACRA will suspend the LP registration.

  • The LP will be converted under the Business Names Registration Act:

    • (If one general partner remains) The LP will be converted to a sole proprietorship.

    • (If multiple general partners remain) The LP will be converted to a partnership.

    • The business will continue operating without interruption.

How to restore your LP registration

If you appoint a new limited partner, you can restore your LP registration automatically.

The previously converted sole proprietorship or partnership will:

  • No longer be under the Business Names Registration Act

  • Change to a "Ceased registration" status

Converting from an investment fund to a regular LP

Converting from a Regulation 12 to a Non-regulation 12 LP

What you need to know

Details

What is an investment fund LP

An investment fund LP (Regulation 12 LP):

  • Is mainly a fund for investment.

  • Must be managed by a licensed fund manager.

  • Does not carry on other business (except business that directly support investment activities)

When must you convert

You must convert to a regular LP if the LP:

  • No longer operates primarily as an investment fund.

  • Is no longer managed by a licensed fund manager.

  • Starts carrying on business other than investment activities.

What happens after you convert

After you convert to a regular LP:

  • Your limited partners' details become public.

  • Different reporting requirements may apply.

More details: Limited Partnerships Regulations 2009