Exempt Private Company (EPC) mechanics — Costs and fees breakdown

An exempt private company, or EPC, is a Singapore private company with no more than 20 members, none of which is a corporation. The exempt private company status matters because it unlocks lighter filing, since a solvent EPC may file in place of attaching full financial statements, and it permits loans to directors that ordinary companies cannot make.

What an exempt private company is

The exempt private company is defined in the Companies Act 1967: a private company with at most 20 members where no beneficial interest in its shares is held by any corporation. Section 4 of the Companies Act 1967 sets out this definition, and it is the gateway to several practical concessions. The EPC remains a Pte Ltd in every other respect; the word exempt refers to specific filing and lending concessions, not to a different species of company.

For closely held family and founder businesses, EPC status is usually the default and costs nothing extra to obtain at incorporation, provided the shareholder base stays within the rules. Founders comparing entity types should also read our ACRA Audit Exemption Review 2026: What Singapore Companies Should Do While Awaiting the Outcome for the wider set-up picture.

Who benefits from EPC status

EPC status suits closely held family and founder companies with a small, all-individual shareholder base. It is particularly useful where the company wishes to extend a loan to a director, which is ordinarily restricted under the Companies Act 1967 but permitted for an EPC. It also helps smaller companies that qualify as both an EPC and a small company to reduce their reporting burden.

Foreign founders planning a work pass alongside incorporation should review the EntrePass Singapore 2026: A Founder’s Complete Walkthrough, since the pass and the company form are assessed together. Where the EPC sits beneath a holding entity, the group’s tax position deserves attention too.

Filing concessions and audit for an exempt private company

A solvent EPC may file a declaration of solvency in place of attaching full financial statements to its annual return, which keeps its detailed accounts off the public record. Separately, audit exemption depends on the small company criteria — meeting at least two of three tests on revenue, assets and headcount — rather than on EPC status itself. The two regimes are frequently confused, but they are distinct.

Tax filing with IRAS still applies in full regardless of EPC status, so the concessions are about ACRA disclosure and director lending, not about reducing the company’s tax obligations. Families using holding structures may find our Singapore holding company tax optimisation — Step-by-step walkthrough useful for the layer above the operating EPC.

Cost of exempt private company compliance — the numerical breakdown

An EPC costs the same to incorporate as any Pte Ltd; the savings come later, in reduced filing and audit work where the company also qualifies as a small company. A company secretary must still be appointed within six months of incorporation, and the annual return must still be lodged within seven months of the financial year-end.

The practical takeaway is that EPC status lowers ongoing friction rather than upfront cost. Confirm the current filing rules with ACRA at Accounting and Corporate Regulatory Authority (ACRA) and the tax obligations with IRAS at Inland Revenue Authority of Singapore (IRAS), since thresholds are periodically reviewed.

Common mistakes and gotchas

The commonest error is assuming EPC status automatically means no audit; it does not, because audit exemption is the separate small company test. A second is letting a corporate shareholder onto the register, which immediately destroys EPC status. A third is missing the solvency declaration deadline. A fourth is exceeding 20 members through an inadvertent share transfer. Keeping the register clean and the member count in check preserves the concessions.

Indicative 2026 figures for an EPC

  • Maximum members for EPC status: 20, none a corporation.
  • Incorporation cost: S$315 ACRA fee plus professional set-up from S$600.
  • Small company audit-exemption tests: meet 2 of 3 — revenue ≤ S$10 million, assets ≤ S$10 million, ≤ 50 employees.
  • Annual return filing: within 7 months of financial year-end for a private company.
  • Corporate secretary: must be appointed within 6 months of incorporation.
  • Solvency declaration: filed annually where the EPC opts out of attaching full accounts.

If the EPC will employ foreign staff, review MOM work-pass criteria at Ministry of Manpower.

FAQs

Does exempt private company status mean no audit?
Not by itself. Audit exemption depends on meeting the separate small company criteria under the Companies Act 1967, not on EPC status.

Can an EPC lend money to its directors?
Yes. EPCs are permitted to make loans to directors, an exception to the general restriction in the Companies Act 1967.

How many shareholders can an EPC have?
Up to 20 members, and none of them may be a corporation; a single corporate shareholder ends EPC status.

Does an EPC still file taxes normally?
Yes. EPC concessions relate to ACRA filing and director loans; IRAS corporate tax obligations are unchanged.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.