Choosing the proper business structure is one of the most important steps when starting a company in Singapore. For entrepreneurs seeking simplicity, manageability, and cost-effectiveness, the Exempt Private Company (EPC) is a popular choice. It’s particularly well-suited for small businesses, family-owned enterprises, and start-ups that want to maintain complete control without the pressure of external investors or the burden of heavy reporting requirements.
An EPC is a type of private limited company that allows up to 20 individual shareholders. Corporate shareholders are not permitted, which ensures a tighter, more transparent ownership structure. Many business owners are drawn to the EPC model because it strikes the right balance between flexibility, protection, and ease of management, mainly when operating with limited resources.
In the blog, we’ll walk through the essential features of an Exempt Private Company, its advantages, how to register an Exempt Private Company in Singapore, and the ongoing responsibilities that come with it. If you’re considering launching a company in Singapore and want a straightforward setup with regulatory certainty, this guide will help you make an informed decision.
What is an Exempt Private Company in Singapore?
An Exempt Private Company (EPC) is a form of private limited company, defined under the Singapore Companies Act. It can have up to 20 shareholders, all of whom must be individuals—no corporate shareholders are allowed.
EPCs are often the go-to for small businesses. They offer more flexibility, greater privacy, and lighter compliance rules compared to other types of companies.
What are the Key Features of an EPC in Singapore?
An Exempt Private Company (EPC) in Singapore is designed to keep things simple and manageable, making it a popular choice for smaller businesses and new ventures. Its main features include:
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Maximum of 20 shareholders
Only individuals are eligible to be shareholders. No companies or corporate bodies are allowed to hold shares.
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Strictly no corporate ownership
This ensures ownership remains personal and controlled, which is ideal for family businesses or close-knit partnerships.
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Private setup
EPCs are not allowed to offer shares to the public, so the business stays fully private and internal.
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Eligible for audit exemption
If the company meets ACRA’s criteria for a minor company, it may not be required to undergo a yearly audit.
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Increased privacy
Less information is made public, offering more confidentiality compared to other types of companies.
Who can Register an Exempt Private Company in Singapore?
An EPC can be set up by:
- Local or foreign individuals.
- Any party can appoint at least one resident director in Singapore.
- A person or group that provides a registered local office address.
Foreign ownership is permitted, though the appointment of a resident director is mandatory.
What are the Main Benefits of Registering an EPC in Singapore?
An EPC in Singapore offers several practical advantages:
| Benefit | What it Means |
|---|---|
| Tax savings | EPCs can claim significant tax exemptions, especially in the first three years under the Start-Up Tax Exemption Scheme. |
| Limited liability | Shareholders are only liable up to the value of their shares. Personal assets are protected. |
| Reduced compliance | If you meet specific size criteria, you won’t need to have your accounts audited. |
| Loan flexibility | EPCs can lend money to other companies or offer guarantees where other companies cannot. |
| Higher privacy | Fewer disclosure requirements around ownership and finances. |
How is an EPC Different from a Regular Private Company?
Although both Exempt Private Companies (EPCs) and standard private limited companies in Singapore offer limited liability protection, there are essential differences between them, particularly in terms of ownership, compliance, and disclosure obligations. The table below outlines how these two structures compare:
| Feature | Exempt Private Company (EPC) | Private Limited Company |
|---|---|---|
| Shareholders | Up to 20 individuals | Up to 50 individuals or companies |
| Corporate Shareholders | Not permitted | Permitted |
| Audit Requirement | Often exempt | Typically required |
| Financial Reporting | Simplified | Full standards apply |
| Public Disclosure | Limited | Higher |
What are the Requirements to Set Up an EPC in Singapore?
To register an EPC, you will need:
- ACRA-approved company name
- At least one Singapore-resident director
- A minimum of one shareholder (individual only)
- A registered office address in Singapore
- Appointment of a company secretary within six months
- Minimum paid-up capital of SGD 1
Apply online via
ACRA BizFile+.
How to Register an Exempt Private Company in Singapore?
Setting up an EPC involves a few simple steps. All incorporation procedures can be completed online through ACRA’s BizFile+. Here’s what you’ll need to do:
| Step | Action | Notes |
|---|---|---|
| 1 | Choose your company name | Ensure it’s unique, relevant, and not already in use. |
| 2 | Prepare documents | Submit the company constitution and details of shareholders and directors. |
| 3 | Register with ACRA | You’ll get your Unique Entity Number (UEN) once approved. |
What are the Post-Incorporation Obligations of an EPC in Singapore?
After registration, your EPC must remain compliant with the relevant regulations. Here’s what you need to do:
- Hold an AGM within 6 months after the financial year ends. Alternatively, use written resolutions.
- File annual returns – within 30 days of your AGM.
- Prepare financial statements – either audited or unaudited, depending on company size.
- Appoint a company secretary – must be done within 6 months of incorporation.
Have a registered address – this must be a local address in Singapore.
Audit Exemption Criteria for “Small Companies”
If your EPC qualifies as a “small company,” you can skip audits. To qualify, you need to meet two out of these three conditions:
- Revenue not more than S$10 million
- Total assets not more than S$10 million
- No more than 50 employees
What Problems are Commonly Faced by EPCs in Singapore, and What are the Solutions?
Despite their benefits, EPCs may still face a few difficulties:
- Finding funding – Since EPCs are private, raising capital from external investors can be tougher.
Solution: Consider angel investors or SME grants.
- Staying compliant – Missing key deadlines can lead to fines.
Solution: Utilise a corporate service provider to assist in managing timelines.
- Managing costs – New companies often face pressure on cash flow.
Solution: Keep things lean. Outsource tasks like payroll and accounting.
Conclusion
An Exempt Private Company is an efficient structure for anyone starting or growing a business in Singapore. With its lighter regulatory requirements, strong legal protection, and generous tax benefits, it gives business owners the breathing room to build and scale.
When combined with proper advice and support, the EPC model becomes a strategic move, not just a legal one. If you’re looking for a company structure that’s cost-effective, private, and designed for growth, this might be your best starting point.
Whether you’re just getting started or thinking about restructuring, it’s wise to speak with a trusted corporate services provider. A professional firm like 3E Accounting Singapore can guide you through the requirements and handle the registration process, ensuring everything is set up correctly from the outset.
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Avoid unnecessary delays and errors. Partner with 3E Accounting for a smooth, compliant, and cost-effective EPC registration experience in Singapore.
Frequently Asked Questions
Yes, foreigners can own 100% of the shares in an EPC, but must appoint at least one local director who is ordinarily resident in Singapore.
Yes, a private limited company may convert to an EPC if it has no more than 20 individual shareholders and no corporate shareholders.
If all documents are in order, registration can usually be completed within one to two business days via BizFile+.
Yes, EPCs can choose not to hold an AGM if all shareholders agree and financial statements are circulated in place of a meeting.
EPCs may qualify for tax exemptions under the Start-Up Tax Exemption (SUTE) scheme and partial exemption for subsequent years.
Yes, EPCs can issue new shares post-incorporation, provided they comply with the Companies Act and existing shareholder agreements.
Abigail Yu
Author
Abigail Yu oversees executive leadership at 3E Accounting Group, leading operations, IT solutions, public relations, and digital marketing to drive business success. She holds an honors degree in Communication and New Media from the National University of Singapore and is highly skilled in crisis management, financial communication, and corporate communications.
