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Private Trust Company (PTC) setup , Frequently asked questions

A private trust company is a company incorporated for the sole purpose of acting as trustee to a single family’s trusts, and in Singapore it can operate without a full trust business licence if it meets the conditions set out in law. This guide answers the questions we hear most often from families and their advisers considering a private trust company structure.

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

What a private trust company is

A private trust company (PTC) is a Singapore-incorporated company whose constitution and business are confined to acting as trustee for the trusts of one family group. Unlike a licensed trust company, which can act as trustee for the general public and must hold a full trust business licence from the Monetary Authority of Singapore, a PTC exists to serve a single family and its related trusts only. The company’s board of directors, rather than a rotating panel of professional trustees at a third-party institution, makes the trustee decisions, which gives the family more direct involvement in how the trust assets are governed while still using a corporate vehicle to hold legal title.

The PTC model has become a standard feature of Singapore succession planning for high-net-worth families, particularly those who want continuity of governance across generations without having to rely on a single external institution as sole trustee. The focus keyphrase for this article, private trust company, describes exactly this structure: a bespoke corporate trustee built around one family, not a commercial trust business.

A related structural question families ask early is who should own the PTC itself. Many families avoid holding the PTC’s shares directly, since that can create succession problems if a shareholder dies or becomes incapacitated, and instead use a separate purpose trust or a holding vehicle to own the PTC shares. This keeps the PTC’s ownership stable and independent of any one family member’s personal estate, which in turn helps the PTC continue functioning smoothly across a generational transition.

Who a PTC structure suits

A private trust company is generally suited to families with sufficiently large and complex holdings to justify the cost of maintaining a dedicated corporate trustee, typically where the family wishes to hold significant operating businesses, private equity interests, real estate portfolios or concentrated shareholdings within the trust. It also suits families who want family members, family office executives or trusted advisers to sit on the trustee board itself, rather than delegating every trustee decision to a licensed institution.

A PTC is less suited to smaller estates or families seeking a simple, low-maintenance succession vehicle. For those families, using a licensed trust company as trustee for a standard family trust, or working through a corporate secretary on a straightforward will and lasting power of attorney, is usually more cost-effective. Families relocating to Singapore, including those moving from jurisdictions undergoing tax reform, often ask how their existing structures interact with a new Singapore trustee; the considerations for individuals relocating to Singapore under the recent UK non-dom reforms are a useful parallel read for that broader relocation and residency context.

As a rough practical guide, families typically consider a PTC once the assets contemplated for the trust structure run into the tens of millions of Singapore dollars, since the incorporation, legal and ongoing running costs are broadly fixed regardless of asset size and only make economic sense once spread across a substantial asset base. Multi-generational family offices already running an operating team are usually the best-placed candidates, since they already have the governance infrastructure needed to staff and supervise a PTC board.

Eligibility and regulatory requirements

The key regulatory feature of a PTC is the exemption from full trust business licensing. Under section 15 of the Trust Companies Act 2005, read together with regulation 4 of the Trust Companies (Exemption) Regulations, a company that confines its trust business to trusts settled by or for the benefit of a single family group, and does not solicit trust business from the public, is exempt from holding the trust business licence that would otherwise be required of a commercial trustee.

To fall within this exemption, the PTC generally must satisfy several prescribed conditions: the trust assets administered must be confined to the relevant family group and connected persons; the PTC must not solicit trust business from, or hold itself out as available to act as trustee for, members of the public; and the company must be able to demonstrate, if asked by the Monetary Authority of Singapore, that its trustee activities remain within the family-group scope. Getting this scope wrong, for example by allowing an unrelated party’s assets into the same structure, is one of the more serious ways a PTC can inadvertently step outside the exemption and trigger a full licensing requirement.

Because the exemption is conditions-based rather than a blanket exclusion, most families engage a corporate services provider or law firm at the outset to confirm that the proposed constitution, shareholding and intended trust arrangements will keep the PTC within the exemption before incorporation proceeds. It is also worth noting that the exemption relates to licensing only; a PTC and its directors remain subject to ordinary company law duties, anti-money-laundering obligations where relevant, and the general law of trusts, so relying on the exemption is not a substitute for proper governance.

Cost and timeline

Setting up a private trust company in Singapore is a multi-stage exercise, and families should budget realistically for both the incorporation and the ongoing running costs.

As a general planning guide:

These figures assume a reasonably straightforward single-jurisdiction structure. Families layering in overseas assets, multiple sub-trusts for different branches of the family, or a co-located family office typically see both cost and timeline extend, and it is prudent to ask any adviser for a written fee estimate scoped to the specific structure rather than relying on generic figures.

Step-by-step setup process

While every family’s circumstances differ, a typical PTC setup follows this sequence.

  1. Initial advisory review: the family’s adviser assesses whether a PTC is appropriate, given the size and nature of the assets and the family’s governance preferences, and confirms the exemption under section 15 of the Trust Companies Act 2005 is realistically available.
  2. Structuring decisions: the family decides on the PTC’s shareholding (commonly held by a purpose trust or a holding entity rather than directly by family members), the board composition, and how many trusts the PTC will serve.
  3. Incorporation: the PTC is incorporated as a Singapore private company, with a constitution restricting its objects to acting as trustee for the family group.
  4. Trust deed drafting and execution: the underlying family trust deed (or deeds) is drafted, reviewed by legal counsel, and executed, naming the PTC as trustee.
  5. Asset transfer: trust assets, whether shares in operating companies, investment portfolios or real estate, are transferred into the trust structure, with appropriate stamp duty and tax analysis carried out beforehand.
  6. Ongoing governance: the PTC board meets on the cadence set out in its constitution, keeps minutes and records evidencing that its activities remain within the single-family exemption, and files its annual returns and financial statements as any Singapore company must.

Tax and succession considerations

A PTC does not itself change how Singapore taxes trust income; the trust’s income tax position depends on the usual trust taxation rules, the residency of beneficiaries, and the nature of the underlying assets, and families should take dedicated tax advice on this before assets are settled. What a PTC does change is governance: because the family controls the trustee board, decisions on distributions, investment strategy and succession of control can be made with direct family input, subject always to the trustee’s fiduciary duties to the beneficiaries as a whole.

Succession planning through a PTC also needs to account for what happens outside the trust. Assets that are never transferred into the trust remain part of an individual’s personal estate and will pass under that person’s will, or, if there is no valid will, under the default intestacy rules that apply to Singapore-situated property. Families who are also dealing with a change in residency status, whether moving to Singapore permanent residency or citizenship, or relocating from another jurisdiction, should check that both their personal wills and the trust structure are updated to reflect the change, since an outdated will can create unnecessary friction alongside an otherwise well-run PTC.

Because family circumstances change (marriages, divorces, new beneficiaries, business exits), a PTC’s constitution and the underlying trust deed should be reviewed periodically, typically every three to five years or after any material family event, to confirm the structure still reflects the family’s wishes and still satisfies the conditions for the exemption.

Common mistakes and rejection reasons

Families setting up a PTC most often run into difficulty in a handful of predictable areas. The exemption scope is the single biggest risk: PTCs that quietly begin administering assets for a family friend, a business partner outside the family group, or a second unrelated family, risk falling outside regulation 4 of the Trust Companies (Exemption) Regulations and being treated as an unlicensed trust business. Weak board governance is another common issue, where the PTC board exists on paper but does not actually convene, document decisions or exercise independent judgement, which undermines the trust’s validity in a dispute or on tax review.

Other frequent gotchas include underestimating the interaction between the PTC and any operating companies held within the trust (particularly where the settlor remains a director or continues to control day-to-day operations), failing to plan for succession of the PTC’s own directors and shareholders across generations, and treating the PTC as a one-off project rather than a structure that needs annual corporate secretarial and accounting upkeep. Underlying holding companies within a PTC structure are sometimes set up as an exempt private company for simplicity, and the mechanics of that vehicle carry their own compliance requirements that are easy to overlook alongside the trust work itself.

A further common mistake is poor documentation of the family’s wishes. Even where the trust deed gives the PTC board wide discretion, families who fail to leave a clear letter of wishes often find that successive generations of directors interpret the founder’s intentions differently, leading to disputes that a well-drafted letter of wishes, reviewed periodically alongside the trust deed, could have avoided. We cover the practical rejection and mistake patterns we see in PTC applications in more detail in our related article on private trust company setup, common mistakes and rejection reasons.

FAQs

Does a private trust company need a full trust business licence in Singapore?
No, provided it meets the prescribed conditions. Section 15 of the Trust Companies Act 2005, together with regulation 4 of the Trust Companies (Exemption) Regulations, exempts a PTC from holding a full trust business licence where its trust assets are confined to a single family group and it does not solicit business from the public.

Can a PTC act as trustee for more than one family?
No. Acting as trustee for more than one unrelated family group is inconsistent with the single-family-group condition underlying the exemption, and doing so risks the PTC being treated as an unlicensed trust business requiring a full licence from the Monetary Authority of Singapore.

Who typically sits on a PTC board?
Boards commonly combine family members, trusted family office executives, and one or more independent professional directors, chosen for a mix of family knowledge, technical competence and continuity across generations. Many families also add an independent director specifically to help resolve disagreements between family branches.

How long does it take to set up a PTC in Singapore?
Most straightforward PTC structures take 6 to 12 weeks from initial advisory engagement to incorporation and execution of the trust deed; more complex, multi-jurisdictional structures, or those layering in an operating family office, can take 16 weeks or more.

Does a PTC replace the need for a will?
No. A PTC administers assets that have already been settled into trust; assets outside the trust still pass under the family members’ individual wills or, in the absence of a valid will, under the intestacy rules, so most families use a PTC alongside, not instead of, properly drafted wills.

Related guides

For related reading on adjacent structuring and residency topics, see our companion piece on individuals relocating to Singapore under the post-2025 UK non-dom reform, our note on exempt private company mechanics for the holding company layer beneath a trust, and our own article on private trust company setup, common mistakes and rejection reasons. For regulatory background, the Monetary Authority of Singapore (www.mas.gov.sg) publishes guidance on trust business regulation, the Inland Revenue Authority of Singapore (www.iras.gov.sg) sets out the tax treatment of trusts, and the Law Society of Singapore (www.lawsoc.org.sg) maintains a directory of practitioners who advise on trust and succession matters.

Read more on individuals relocating to Singapore under the post-2025 UK non-dom reform and exempt private company mechanics, common mistakes and rejection reasons. See also our related article, private trust company setup: common mistakes and rejection reasons.

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.

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