Exempt Private Company (EPC) mechanics — Documents required and templates

An exempt private company (EPC) is a Singapore private company with no more than 20 members, none of which is a corporation holding a beneficial interest in its shares. The exempt private company enjoys lighter filing obligations — most notably an exemption from filing financial statements with ACRA where it is solvent — which makes it the default form for owner-managed businesses.

Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

What an exempt private company is

The exempt private company is defined in section 4 of the Companies Act 1967 as a private company with at most 20 members where no beneficial interest in its shares is held by any corporation. The practical significance is administrative: a solvent EPC is exempt from filing its financial statements with the Accounting and Corporate Regulatory Authority when lodging its annual return, though it must still prepare accounts and keep proper records.

Founders comparing forms should also read how hiring interacts with structure in S Pass approval tips for employers, and families adding an investment layer can review family office MAS approval, annual review and audit.

Who benefits from EPC status

EPC status suits closely held, owner-managed companies without corporate shareholders — the great majority of Singapore SMEs. Start-ups funded only by individual founders and angels typically qualify; once an institutional corporate investor takes shares, the company usually ceases to be an EPC and must file its financial statements.

Requirements and the solvency condition

To use the filing exemption, an EPC must be solvent — able to meet its liabilities as they fall due. A solvent EPC lodges an online declaration of solvency with its annual return instead of full accounts. An insolvent EPC must file its financial statements. All EPCs, like other companies, must hold annual general meetings (unless dispensed with), file annual returns, and maintain statutory registers, including the register of registrable controllers.

Audit exemption and the small-company criteria

Separately from EPC status, a company may be exempt from audit if it qualifies as a small company under the Thirteenth Schedule to the Companies Act 1967 — meeting at least two of three tests: total annual revenue of not more than S$10 million, total assets of not more than S$10 million, and not more than 50 employees. Many EPCs are also small companies and therefore exempt from audit, but the two exemptions are distinct and each must be assessed on its own criteria.

Cost and timeline

There is no separate fee to be an EPC — status follows automatically from the company’s membership. The annual return filing fee payable to ACRA is S$60. Annual corporate secretarial support for an EPC typically costs S$500 to S$1,200. The annual return must be filed within seven months of the financial year end for a non-listed company. See our related guide on declaring and paying dividends.

Documents required and templates

For ongoing EPC compliance you need the company’s financial statements (prepared even if not filed), the online declaration of solvency, the annual return particulars, updated statutory registers and directors’ resolutions approving the accounts. We maintain templates for the solvency declaration workflow, directors’ resolutions and the AGM or written-resolution pack.

Common mistakes and gotchas

The usual errors are assuming EPC status removes the duty to prepare accounts (it does not), overlooking that admitting a corporate shareholder can end EPC status, and confusing the financial-statements filing exemption with the audit exemption. Directors also sometimes sign a solvency declaration without a proper basis, which carries personal risk.

Authority sources

Confirm filing and solvency rules with the Accounting and Corporate Regulatory Authority, tax filing with the Inland Revenue Authority of Singapore, and any employment matters with the Ministry of Manpower.

FAQs

How many members can an EPC have?
No more than 20, and no corporation may hold a beneficial interest in its shares.

Does an EPC still need to prepare accounts?
Yes. A solvent EPC is exempt from filing accounts with ACRA but must still prepare them and keep proper records.

Is an EPC automatically audit-exempt?
No. Audit exemption depends on the separate small-company criteria under the Thirteenth Schedule.

What ends EPC status?
Exceeding 20 members or admitting a corporate shareholder with a beneficial interest in the shares.

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.