Are you currently keeping an inactive or dormant Singapore incorporated Company?
Have you been leaving it idle for a while and never consider the impact of non-compliance with ACRA and IRAS regulations?
Perhaps you should consider take actions before the authorities come after you for non-compliance fines.
There are two available options, a) stay compliance, engage a professional firm to provide you with a one-stop compliance solutions, b) Striking off the Company immediately to avoid further penalties and/or fines.
Not all dormant companies are eligible to apply for strike off. There are a set of criteria to be fulfilled before company can apply for strike off.
- Criteria for striking off a Singapore company
The set of criteria by ACRA is:
- The company has not commenced business since incorporation or has ceased trading.
- The company has no outstanding debts owed to Inland Revenue Authority of Singapore (IRAS), Central Provident Fund (CPF) Board and any other government agency.
- There are no outstanding charges in the charge register.
- The company is not involved in any legal proceedings (within or outside Singapore).
- The company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
- The company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future.
- All/majority of the director(s) authorise you, as the applicant, to submit the online application for striking off on behalf of the company.
- Supporting documents
If you fulfill all the criteria set out in item 1, you may proceed to prepare the following documents to strike off the company:
- Last set of financial statements (*if the company does not fit into the dormant company definition set by ACRA)
- Last corporate tax return submitted to IRAS (*if the company does not fit into IRAS’s requirements for waiver of corporate tax return)
- Waiver of Corporate tax return Form C-S/C (*if the company is dormant under IRAS’s definition)
- Board and members’ approval for the company striking off (in resolutions in writing or meeting minutes)
*Do note that the submission of strike-off documents varies according to the company’s transaction and current status (for example, if your company is GST registered, you will need to complete GST de-registration before you can apply for company striking off). The above 4 documents are commonly required.
- Duration of strike off process
The entire process of striking off a Company will take at least 3-4 months even if there is no objection from the government bodies and public. These 3-4 months waiting time is to wait for ACRA’s striking off gazette publication, until we received the final striking off notice from ACRA, showing the Singapore company is fully struck off by the registrar. It may be useful to seek professional advice from your company secretary and tax agent on whether all the criteria of company striking off have been met. This is to prevent rejection of striking off application.
- Withdrawal of application
A withdrawal of the strike off application can be made at any time before the Company has been struck off the register as provided in section 344B(1) of the Company Act. The Registrar will inform the Company and post a notice on ACRA’s website that the application has been withdrawn. Normally this will only happen if the shareholders or board of directors make a change on the decision to strike off the Singapore company.
- Potential penalties from leaving your Company in an idle state
Under the Companies Act and Income Tax Act, a Company should keep its financial statements for at least five years and file its annual return to ACRA and corporate tax return to IRAS timely every year.
Extracts from Companies Act and Income Tax Act for non-compliance with filing requirements and its potential penalties and fines.
Accounting and Corporate Regulatory Authority (ACRA)
“Companies and directors that breach statutory obligations of late filing of annual return may be offered an opportunity to pay a composition sum of $300 per breach (Section 175 and Section 197) instead of facing prosecution. Furthermore, ACRA will consider for selectively prosecuting the directors in court if there are multiple breaches happened. Companies and directors should take note that a director who is convicted of three or more filing related offences under the Companies Act within a period of five years, will be disqualified as a director, under S155 of the Companies Act.”
Inland Revenue Authority of Singapore (IRAS)
“It is an offence if a company fails to file its Form C-S/ Form C together with financial statements and tax computation before the due date. The composition amount ranges from $200 to $1,000 and is dependent on the company’s past filing and payment records. Furthermore, IRAS may issue a Notice to the director of the company pursuant to Section 65B(3) of the Income Tax Act. The company director is required to provide the information requested before the due date stated in the notice, to avoid being summoned to Court.”
- How can Singapore Corporate Services (SCS) help you with your striking off application?
SCS corporate secretarial services team is led by our senior corporate advisor who is a Chartered Secretary registered SAICSA with more than 20 years’ of combined experience in the industry. The entire strike off process will be seamless and fuss-free if you let us assist you in the application process. In addition, we have a team of chartered accountants who can provide accounting and taxation support such as corporate tax clearance, preparing the last set of financial statements which are a required supporting document for the strike off application.
Contact us today at +65 8862 1113 or email@example.com via email to get a free consultation on how we can help you to strike off your company.