Striking Off a Company in Singapore: Key Steps, Timelines, and Compliance

Are you currently keeping an inactive or dormant Singapore-incorporated Company? If the impact of non-compliance with ACRA and IRAS regulations slipped your mind, it may be time to act before the authorities come after you.

You generally have 2 options when managing an inactive company:

a) Stay compliant, engage a professional firm to provide you with a one-stop compliance solution, or
b) Striking off the Company immediately to avoid further penalties and/or fines.

Before you decide which option is best, it is crucial to understand whether your company qualifies for the 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 meet all the criteria in item 1, you may proceed to prepare the following documents:

a.) Last set of financial statements (*if the company does not fit into the dormant company definition set by ACRA)

b.) Last corporate tax return submitted to IRAS (*if the company does not fit into IRAS’s requirements for waiver of corporate tax return)

c.) Waiver of Corporate tax return Form C-S/C (*if the company is dormant under IRAS’s definition)

d.) 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 Striking Off A Company

Striking off a Company will take at least 3-4 months, even if there is no objection from government bodies and the public. These 3-4 months is to wait for ACRA’s striking off gazette publication, or until we receive the final striking off notice from ACRA.  This document confirms that the Singapore company is fully struck off by the registrar.

On top of that, seeking professional advice from your company secretary and tax agent is a helpful step.  Doing so ensures you have met all the criteria and prevents rejection of your application.  

Withdrawal of application

As stated in section 344B(1) of the Companies Act, you can withdraw your application before the Company has been struck off the register. Then, the Registrar will inform the Company and post a notice on ACRA’s website that the application has been withdrawn.  Normally, withdrawals happen if the shareholders or the board of directors change the decision to strike off.

Potential penalties for 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 5 years. It must also file its annual return to ACRA and corporate tax return to IRAS timely every year.

Extracts from the 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 returns 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 selectively prosecuting the directors in court if there are multiple breaches have occurred. Companies and directors should take note that a director who is convicted of three or more filing-relatedhave occurred 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?

The SCS Corporate Secretarial Services team is led by our senior corporate advisor, who is a Chartered Secretary registered with SAICSA. Moreover, they have more than 20 years of combined experience in the industry. Hence, the entire strike-off process will be seamless and fuss-free with our assistance. In addition, we have a team of chartered accountants who can provide accounting and taxation support. Among them are corporate tax clearance and financial statements preparation, which are required for the strike-off application.

Contact us today at +65 8862 1113 or enquiry@scs-cpa.com via email to get a free consultation on how we can help you to strike off your company!

Disclaimer: The information provided in this article is intended for general guidance only and reflects regulations as of the publication date. Given that compliance requirements, processes, and fees may change over time, readers are advised to consult official sources such as ACRA for the most up-to-date information or seek professional guidance from our team.