In Singapore, an exempt private company (EPC) is a type of company that has certain exemptions and benefits compared to a public company. There might be additional obligations or regulations depending on the nature of your business, such as licenses or permits required for specific activities. It’s advisable to seek professional guidance from a corporate service provider or a law firm to ensure compliance with all legal obligations specific to your situation. However, the key requirements for an exempt private company in Singapore include the following:
1. Shareholders: An EPC can have a maximum of 20 shareholders, and all of them must be individuals (i.e., not corporate entities). Shareholders can be both local and foreign individuals.
2. Share Capital: There is no minimum requirement for the paid-up capital of an EPC. The share capital can be denominated in any currency and can be divided into different classes of shares.
3. Share Transfer: EPCs have fewer restrictions on share transfers compared to public companies. The company’s constitution may include provisions for share transfers, but there are no statutory restrictions on the transfer of shares.
4. Financial Statements: EPCs are required to maintain proper accounting records, but they are exempt from filing audited financial statements with ACRA. However, the company is still required to prepare and present unaudited financial statements to the shareholders during the Annual General Meeting (AGM).
5. Annual General Meeting (AGM): An EPC must hold an AGM once every calendar year. The AGM should be held within 6 months after the end of the company’s financial year. During the AGM, the directors present the unaudited financial statements to the shareholders for approval.
6. Company Secretary: An EPC must appoint a qualified company secretary within 6 months of its incorporation. The company secretary must be a natural person and a resident of Singapore.
7. Directors: An EPC must have at least one director who is ordinarily resident in Singapore. The director can be a Singaporean citizen, a Singapore permanent resident, or a person holding an Employment Pass, EntrePass, or Dependant’s Pass.