Exempt Private Company Limited by Shares in Singapore: Benefits, Requirements & Compliance Guide
Starting a business in Singapore requires choosing the right business structure. For many startups, family-owned businesses, and SMEs, an Exempt Private Company (EPC) Limited by Shares is one of the most practical and cost-effective options. It combines the advantages of a private limited company with simplified compliance requirements for eligible businesses.
In this guide, you’ll learn what an Exempt Private Company is, its key benefits, eligibility criteria, compliance obligations, and how professional accounting services can help your business remain compliant while focusing on growth. The information below is based on current ACRA guidance and widely accepted Singapore corporate regulations.
What is an Exempt Private Company (EPC)?
An Exempt Private Company (EPC) is a type of private company limited by shares registered in Singapore.
To qualify as an EPC, the company must:
- Have no more than 20 shareholders
- All shareholders must be individuals (not corporate entities)
- Be incorporated under the Singapore Companies Act
Unlike standard private limited companies, eligible EPCs may enjoy certain regulatory exemptions, particularly regarding financial statement filing when the company satisfies the applicable legal requirements.
Key Benefits of an Exempt Private Company
- Limited Liability Protection
Shareholders are only liable up to the amount invested in their shares. Their personal assets are generally protected from business liabilities.
- Separate Legal Entity
An EPC exists independently from its shareholders. It can:
- Own assets
- Enter contracts
- Sue or be sued
- Continue operating despite ownership changes
- Suitable for Startups and SMEs
Because ownership is limited to individual shareholders, EPCs are ideal for:
- Startups
- Family businesses
- Professional service firms
- Small and medium enterprises
- Consulting businesses
- Potential Compliance Relief
Eligible solvent EPCs may benefit from reduced filing requirements, although they must still maintain proper accounting records and meet annual compliance obligations. Audit exemption depends on whether the company qualifies under Singapore’s small company criteria—it is not automatic.
Eligibility Requirements
Your business generally qualifies as an Exempt Private Company if it has:
- Up to 20 individual shareholders
- No corporate shareholders
- At least one issued share
- At least one resident director
- A registered office in Singapore
- A company secretary appointed within the statutory timeframe after incorporation
Meeting these requirements allows the company to operate as an EPC under Singapore law.
Compliance Requirements
Even though an EPC enjoys certain exemptions, it must still comply with Singapore’s corporate regulations.
These include:
- Maintaining proper accounting records
- Preparing annual financial statements
- Filing annual returns with ACRA
- Filing corporate income tax returns with IRAS
- Holding Annual General Meetings (where applicable or complying through permitted alternatives)
- Keeping statutory registers updated
Failure to meet compliance deadlines may result in penalties and additional regulatory scrutiny.
Is an Exempt Private Company Right for Your Business?
An EPC is often an excellent choice if you:
- Are launching a startup
- Own a family business
- Operate a consultancy
- Run a small trading business
- Want limited liability protection
- Prefer a simple shareholder structure
- Do not intend to include corporate shareholders
As businesses expand or seek external investment, they may later transition to a standard private limited company structure if needed.
Accounting and Compliance Considerations
Many new business owners focus on incorporation but overlook ongoing accounting responsibilities.
A compliant EPC should maintain:
- Accurate bookkeeping
- Financial statements
- Corporate tax filings
- GST records (if registered)
- Payroll records
- Annual compliance documentation
Proper financial management not only helps meet regulatory obligations but also supports better business decisions and smoother access to financing.
How WLP Can Help
Managing compliance can become time-consuming, especially for growing businesses. WLP provides professional support to help Singapore businesses stay compliant while reducing administrative burdens.
WLP can assist with:
- Company incorporation support
- Bookkeeping services
- Financial statement preparation
- Corporate tax filing
- GST registration and filing
- Payroll processing
- Annual return preparation
- Corporate secretarial services
- Ongoing accounting advisory
Whether you’re starting a new Exempt Private Company or managing an established business, WLP helps ensure your financial records remain accurate, compliant, and up to date.
Frequently Asked Questions
Is an Exempt Private Company different from a Private Limited Company?
An EPC is a specific category of private limited company. The main distinction is that an EPC can have a maximum of 20 individual shareholders and no corporate shareholders.
Can foreign entrepreneurs own an EPC?
Yes. Foreign individuals can own shares in an EPC, provided the company complies with Singapore’s incorporation requirements, including having at least one locally resident director.
Does an EPC need to file annual returns?
Yes. All EPCs are required to file annual returns with ACRA and comply with applicable tax filing obligations.
Is every EPC exempt from audit?
No. Audit exemption depends on whether the company qualifies under Singapore’s small company criteria. EPC status alone does not automatically provide an audit exemption.
Conclusion
An Exempt Private Company Limited by Shares remains one of the most attractive business structures for startups and SMEs in Singapore. It offers limited liability, a straightforward ownership structure, and access to certain regulatory relief while maintaining the credibility of a private limited company.
To maximize these advantages, businesses should maintain proper accounting records and meet all statutory obligations. Working with an experienced accounting firm such as WLP can simplify bookkeeping, tax compliance, and annual filing requirements, allowing business owners to focus on sustainable growth.