What is a Private Limited Company

Navigate Singapore's thriving business landscape by forming your own Private Limited Company (Ltd) with this comprehensive guide.

Updated on
Mar 21, 2024
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Company Structures
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Private Limited Company (Pte. Ltd.) Explain

In Singapore, a company operates as a distinct legal structure, separate from its proprietors. This distinction means the company can own assets, enter contracts, and engage in legal actions independently of its owners. Crucially, the company shoulders its own debts and obligations, ensuring the owners, in most cases, aren't held accountable for such responsibilities. This concept is often referred to as the company possessing a "separate legal personality" and the owners enjoying "limited liability."

Ownership in a company is determined by the proportion of shares each owner holds.

Defining Private Limited Company

An private Limited Company in Singapore is a specialized company type where shareholders' liability is restricted to the total share capital they've invested in the company.

Categories of Company Structures

  • Private Limited Companies & Exempt Private Companies: Private Limited Companies (PLCs) and Exempt Private Companies (EPCs) are the two main categories of Limited Company in Singapore. PLCs are capped at 50 shareholders, and their shares are not available for public trading. On the other hand, EPCs have a maximum of 20 individual shareholders and enjoy special benefits such as tax exemptions and relaxed loan regulations. Both PLCs and EPCs offer limited liability protection to their shareholders.
  • Public Companies: Public companies can be limited by shares or by guarantee. Companies limited by shares have unlimited shareholders and publicly traded shares, which means they can raise capital from the public by selling shares on the stock exchange. On the other hand, companies limited by guarantee, often used for nonprofit activities, do not have share capital but rely on a predetermined amount that members agree to contribute if the company dissolves.

Distinguishing Between Pte. Ltd. vs. LLP

Both Private Limited Company (Pte.Ltd) and Limited Liability Partnerships (LLPs) offer limited liability protections. However, while Ltd's have shareholders owning the company and directors managing it, LLPs are owned and managed by partners. This distinction means that in an LLP, partners might be personally accountable for their actions but not for actions of their fellow partners. Additionally, Ltd's face stricter regulatory requirements and are generally more expensive to establish than LLPs. Taxation also differs, with Limited Company being taxed at corporate rates and LLPs at individual partner rates.

Why Opt for an Private Limited?

  • Protection from Debts: The primary advantage of an Ltd is shielding shareholders from the company's financial obligations. Shareholders' exposure is limited to their investment in the company, safeguarding personal assets from company debts.
  • Potential for Public Investment: Public Ltd can raise capital by inviting public investments.
  • Enhanced Credibility: Establishing an Ltd can boost a business's professional image, signaling commitment and seriousness to stakeholders.

Prerequisites for Establishing an Private Limited

To set up an Private Limited in Singapore:

  • At least one shareholder is required, who can be a local, foreign individual, or a corporate entity.
  • A minimum of one director, residing in Singapore and aged 18 or above, is mandatory.
  • The company must possess a constitution, adhering to the Companies Act.
  • A combined fee of $315 ($15 for name application and $300 for incorporation) is applicable.

Ongoing Regulatory Adherence

Following the formation of an Private Limited, it is crucial to consistently meet specific regulatory standards to remain compliant. These standards include maintaining a company secretary, who is responsible for ensuring compliance with legal and regulatory requirements, having a registered address for official communication, keeping accurate financial records, and filing annual corporate tax returns in a timely manner. By adhering to these requirements, the Private Limited demonstrates its commitment to transparency and good corporate governance.


The journey towards establishing and managing an Private Limited Company in Singapore may seem complex, but the benefits it offers make the process worthwhile. Having an Private Limited Company not only shields you from personal responsibility for business liabilities but also enhances your venture's reputation, attracting investors and customers. Equipped with a clear understanding of the Private Limited Company structure and its advantages, as well as abiding by the required compliance, your business can thrive successfully amidst Singapore's dynamic business landscape. So, take the leap, form your Private Limited Company, and stride confidently towards corporate success!

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