Incorporate Exempt Private Company in Singapore
- a22162
- Jan 25
- 4 min read
Incorporate Exempt Private Company Singapore
In Singapore, an Exempt Private Company (EPC) is a type of private limited company with specific restrictions. Here's a breakdown of incorporating one:
Key Characteristics:
Shareholder Limit: Maximum of 20 shareholders, all of whom must be individuals.
No Corporate Shareholders: Shares cannot be held by other companies.
Simplified Regulations: Fewer compliance requirements compared to non-exempt private companies.
Incorporation Process:
Choose a Name: Select a unique name that complies with Singaporean regulations.
Appoint Directors and Shareholders:
At least 1 shareholder (individual) is required.
At least 1 resident director (Singaporean citizen, Permanent Resident, or Employment Pass holder) is mandatory.
Obtain a Registered Office Address: A physical address within Singapore is essential.
Prepare Company Constitution: This document outlines the company's rules and regulations.
File Incorporation Documents: Submit the necessary forms and documents to the Accounting and Corporate Regulatory Authority (ACRA) through the BizFile+ portal.
Obtain Unique Entity Number (UEN): Upon approval, ACRA will issue a UEN, serving as the company's official registration number.
Post-Incorporation Steps:
Appoint Company Secretary: Within 6 months of incorporation.
Open a Corporate Bank Account: Establish a bank account for company transactions.
Obtain Necessary Licenses and Permits: Depending on your business activities.
File Annual Returns: Submit annual returns to ACRA within a specified timeframe.
Maintain Accounting Records: Keep accurate financial records for tax and compliance purposes.
Benefits of Incorporating as an EPC:
Simplified Compliance: Reduced reporting and auditing requirements.
Tax Benefits: Eligible for tax exemptions for startups under certain conditions.
Foreign Ownership: Allows for complete foreign ownership.
Important Considerations:
Shareholder Restrictions: The 20-shareholder limit and the prohibition of corporate shareholders can be limiting for some businesses.
Loss of Exempt Status: If the company exceeds certain thresholds (e.g., revenue, assets, employees), it may lose its exempt status and face stricter regulations.
More Comprehensive Overview
Key Considerations for Incorporating an Exempt Private Company (EPC) in Singapore:
Shareholder and Director Requirements:
Shareholders:
Maximum of 20 shareholders.
All shareholders must be individuals (no corporate shareholders allowed).
At least 1 shareholder is required.
Directors:
At least 1 resident director (Singaporean citizen, Permanent Resident, or Employment Pass holder) is mandatory.
Other directors can be foreign nationals.
Company Constitution:
This document outlines the company's internal rules and regulations.
It can be a standard template from ACRA or a customized version.
Registered Office Address:
A physical address within Singapore is required.
Paid-up Share Capital:
Minimum paid-up share capital of at least S$1.
Company Secretary:
Must be appointed within 6 months of incorporation.
Must be a resident of Singapore.
Tax Implications:
Corporate Income Tax: Standard corporate tax rate applies, but startups may qualify for tax exemptions for the first few years.
Goods and Services Tax (GST): If your company's annual taxable supplies exceed S$1 million, you will be required to register for GST.
Loss of Exempt Status:
If the company exceeds certain thresholds (e.g., revenue, assets, employees), it may lose its exempt status and become subject to stricter regulations.
Advantages of Incorporating as an EPC:
Simplified Compliance: Reduced reporting and auditing requirements compared to non-exempt private companies.
Tax Benefits: Eligible for tax exemptions for startups under certain conditions.
Foreign Ownership: Allows for complete foreign ownership.
Disadvantages of Incorporating as an EPC:
Shareholder Restrictions: The 20-shareholder limit and the prohibition of corporate shareholders can be limiting for some businesses.
Potential Loss of Exempt Status: As mentioned earlier, exceeding certain thresholds can result in the loss of exempt status.
Incorporation Process:
Choose a Name: Select a unique name that complies with Singaporean regulations.
Appoint Directors and Shareholders: Ensure compliance with the requirements mentioned above.
Obtain a Registered Office Address: Secure a physical address within Singapore.
Prepare Company Constitution: Draft or choose a suitable company constitution.
File Incorporation Documents: Submit the necessary forms and documents to ACRA through the BizFile+ portal.
Obtain UEN (Unique Entity Number): Upon approval, ACRA will issue a UEN, which serves as your company's official registration number.
Post-Incorporation Steps:
Appoint Company Secretary: Within 6 months of incorporation.
Open a Corporate Bank Account: Establish a bank account for company transactions.
Obtain Necessary Licenses and Permits: Depending on your business activities.
File Annual Returns: Submit annual returns to ACRA within the specified timeframe.
Maintain Accounting Records: Keep accurate financial records for tax and compliance purposes.
How Bestar can Help
Bestar can significantly assist in incorporating an Exempt Private Company (EPC) in Singapore by:
1. Ensuring Compliance:
Navigating Complex Regulations: EPCs have specific rules regarding shareholders, directors, and operations. Bestar understands these intricacies and ensure your company meets all legal requirements.
Accurate Documentation: We help prepare and file all necessary documents with the Accounting and Corporate Regulatory Authority (ACRA) correctly, minimizing the risk of delays or rejections.
Staying Updated: We keep abreast of changes in regulations and ensure your company remains compliant.
2. Streamlining the Process:
Efficient Incorporation: Bestar can handle the entire incorporation process, from name reservation to obtaining the Unique Entity Number (UEN), saving you time and effort.
Service Provisions: We can provide you with registered office addresses, company secretaries, and bank accounts services.
Minimizing Risks: We identify potential pitfalls and proactively address them, reducing the risk of costly mistakes.
3. Providing Expert Advice:
Tailored Solutions: We can advise you on the most suitable company structure and business strategy based on your specific needs and objectives.
Tax Planning: We can help you optimize your tax structure and minimize tax liabilities.
Long-Term Support: We can provide ongoing support with accounting, tax, and compliance matters after incorporation.
4. Saving Time and Resources:
Focus on Core Business: By handling the incorporation process, Bestar allows you to focus on building your business and achieving your goals.
Cost-Effectiveness: While there are costs associated with Bestar's services, they can often save you money in the long run by preventing costly mistakes and ensuring compliance.
Bestar Can Help:
Corporate Law: Specialize in company incorporation, legal advice, and compliance.
Accounting: Offer a range of services, including company incorporation, tax planning, and accounting.
Company Secretarial Services: Provide services such as company secretary appointments, statutory filings, and corporate governance.
By engaging the services of Bestar, you can ensure a smooth and successful incorporation process for your Exempt Private Company in Singapore.
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