Quick Answer – Updated 2026
How to register an exempt private company limited by shares online?
Registering an Exempt Private Company Limited by Shares in Singapore takes place online through ACRA’s BizFile+ portal. InCorp acts as your registered filing agent and manages the entire process, from advising on your share structure and paid-up capital to preparing every document and handling the ACRA submission.
Key Takeaways
- An EPC is a private limited company in Singapore with no more than 20 shareholders and no corporate shareholders.
- An EPC limited by shares gives shareholders limited liability, meaning their personal exposure is capped at any unpaid amount on their shares.
- The main difference between an EPC and a standard private limited company is that an EPC has stricter ownership rules in exchange for lighter compliance and greater privacy.
- An EPC is generally better suited to small, closely held, family-owned, or founder-led businesses.
- An EPC is usually not suitable for businesses planning to bring in corporate investors, venture funding, or more than 20 shareholders.
- EPCs generally enjoy greater financial privacy because detailed financial statements do not have to be placed on the public record if the company is solvent.
- An EPC may qualify for audit exemption if it meets the small company test.
Steps to Register Exempt Private Company Limited by Shares
- Company Name: Choose and reserve your company name with ACRA.
- Required Documents: Prepare the required company details, shareholder information, and incorporation documents.
- Submission: Submit the registration through ACRA’s BizFile+ portal, directly or through a registered filing agent.
Choosing the right company structure in Singapore shapes your tax position, your compliance workload, and your ability to raise funds. For many founders and small business owners, one option stands out for its simplicity: the Exempt Private Company (EPC) Limited by Shares.
An EPC is a popular structure because it keeps things lean. Fewer filing burdens, potential audit exemptions, and greater flexibility make it a smart pick for smaller businesses that want strong liability protection without heavy admin.
This guide breaks it down clearly. You will learn:
- What an EPC Limited by Shares actually is
- Who qualifies and what the key benefits are
- How it compares to a standard private limited company
What is an Exempt Private Company (EPC) Limited by Shares in Singapore?
An Exempt Private Company is a type of private limited company in Singapore with a restricted ownership structure. To qualify as an EPC, a company must meet two core conditions:
- It has no more than 20 shareholders.
- None of its shareholders is a corporation. In other words, no company can hold a beneficial interest in its shares, directly or indirectly.
The phrase “limited by shares” means the liability of each shareholder is capped at the amount unpaid on their shares. Once shares are fully paid, personal assets stay protected from the company’s debts. This is the same limited liability enjoyed by any private limited company.
So an EPC is best understood as a private limited company that meets stricter ownership rules and, in return, receives valuable concessions.
What is the Difference Between an Exempt Private Company and Private Company?
Both structures are private companies limited by shares and both offer limited liability. The difference lies in ownership rules and the concessions that follow. The table below sets out the key contrasts.
| Feature | Exempt Private Company (EPC) | Private Limited Company |
|---|---|---|
| Maximum Shareholders | 20 | 50 |
| Corporate Shareholders Allowed | No | Yes |
| Liability | Limited by shares | Limited by shares |
| Audit Exemption | Yes, if it qualifies as a small company | Yes, if it qualifies as a small company |
| File Financial Statements With ACRA | Not required if solvent | Generally required |
| Loans to Directors | More flexible | Restricted |
| Financial Privacy | Higher | Lower |
| Best Suited For | Small, closely held businesses | Larger firms, corporate owners, investor-backed companies |
An EPC trades broader ownership options for lighter compliance and greater privacy. Once you need corporate shareholders or more than 20 owners, the standard private limited company becomes the natural route.
Should I Choose an Exempt Private Company Limited by Shares?
An EPC suits businesses that value simplicity, control, and confidentiality. It is a strong fit if you match the profile below.
An EPC works well for you if:
- You run a small or family-owned business with a handful of individual owners.
- You are a startup founder who wants limited liability without heavy admin.
- You want to keep financials private and off the public record.
- You have no plans to bring in corporate shareholders in the near term.
- You want to minimise compliance costs while staying fully incorporated.
An EPC may not suit you if:
- You plan to raise capital from corporate investors or venture funds.
- You expect to grow beyond 20 shareholders.
- You want the flexibility of a broader ownership base from day one.
If your growth plans include institutional investment, it often makes sense to start as, or convert to, a standard private limited company. Getting this decision right early avoids the cost and disruption of restructuring later.
What Are the Benefits of an Exempt Private Company Limited by Shares in Singapore?
The exempt status unlocks several practical advantages. These are the reasons many small Singapore businesses choose this structure.
-
Audit Exemption
An EPC can be exempt from having its accounts audited, provided it qualifies as a small company. Under Singapore’s rules, a private company qualifies as a small company if it meets at least two of these three thresholds across the last two financial years:
- Total annual revenue of S$10 million or less
- Total assets of S$10 million or less
- 0 or fewer employees
A qualifying EPC skips the cost and time of a statutory audit, freeing up budget for growth. This is one of the most valued benefits for cost-conscious founders.
-
Financial Reporting Concessions
EPCs enjoy lighter reporting obligations. A solvent EPC is not required to file its financial statements with ACRA if it meets certain prescribed conditions. Instead, it can lodge a simpler declaration of solvency as part of its annual return.
This offers two clear gains:
- Reduced admin: less paperwork at filing time.
- Greater privacy: detailed financials stay out of the public record.
For owners who prefer to keep company finances confidential, this concession alone can make the EPC structure attractive.
-
Loan Flexibility for Directors
Standard companies face strict rules that limit loans to directors and to entities connected with them. EPCs receive more flexibility here.
An EPC can generally extend loans to its directors and to companies in which its directors hold an interest. This gives owner-managers more room to move funds within their business interests, subject to proper record-keeping and good governance. Set Up Your Exempt Private Company Limited
Set Up Your Exempt Private Company Limited by Shares With Ease
An Exempt Private Company Limited by Shares is a private limited company with 20 or fewer shareholders and no corporate ownership. In exchange for these limits, it enjoys real advantages: potential audit exemption, simpler financial reporting, greater privacy, and more flexibility on director loans.
It still carries standard duties, such as appointing a company secretary and filing annual returns, but the overall burden is lighter. For lean, closely held businesses, the EPC offers strong protection with minimal fuss.
The right structure depends on your ownership plans and growth ambitions. If you are unsure whether an EPC fits your goals, expert guidance makes the choice clear from the start.
At InCorp, we help founders and business owners incorporate with confidence. Our team handles ACRA registration, company secretarial duties, accounting, corporate tax, and ongoing compliance, so you can focus on growth. Whether you are setting up an EPC or a standard private limited company, we make the process smooth and straightforward.
Ready to get started? Get in touch to speak with our incorporation experts and set your business up on solid ground.
FAQs about Exempt Private Company Limited by Shares
Can I convert my sole proprietorship into an exempt private company limited by shares?
- Yes, but a sole proprietorship and an exempt private company limited by shares are different legal structures, so the usual route is to set up a new exempt private company and then move the business operations into it.
How much does it cost to set up an exempt private company limited by shares?
- The final cost usually depends less on the EPC label itself and more on the level of support you need. So, while an exempt private company limited by shares is generally considered a cost-efficient structure for small businesses, the real total depends on how much of the setup and compliance work you want to handle yourself versus outsource.
What documents are needed to register an exempt private company limited by shares?
- You generally need your approved company name, registered office address, details of the directors and shareholders, each director’s consent to act, share capital and shareholding information, and a company constitution if one is being adopted.
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