Ways to close a Singapore company

Singapore company striking off

In the event a company plans to cease business in Singapore whether due to management decision, shortage of funds, business migration, stiff competition or economic uncertainties, shutting down a business involves a series of compliance procedures and a few options as below.

Striking off

This is the easiest way of closing a company and the least costly.

A company may apply to ACRA (Accounting and Corporate Regulatory Authority) to strike its name off the Register pursuant to Section 344 of the Companies Act. ACRA may approve the application if it has reasonable cause to believe that the company is not carrying on business and is able to satisfy the criteria for striking off.

Requirements:-

  • The company must have ceased trading
  • All the company’s bank account(s) must be closed
  • The company must not be involved in any court proceedings inside or outside of Singapore
  • The company must have no assets and liabilities at the time of application
  • The company must not have any outstanding penalties or offers of composition owing to the Registry
  • The company must not have any outstanding tax liabilities with IRAS (Inland Revenue Authority of Singapore)
  • The company must not be indebted to other government departments
  • The officers (e.g. directors and company secretary) of the company must not have any outstanding ACRA summonses against them.
  • The particulars of the directors must match the records of ACRA
  • All the shareholders must consent to the striking off and the company must obtain a letter of consent from each individual shareholder

For more details, please contact us for additional professional advice.

Members' Voluntary Winding up

A company may decide to wind up its affairs voluntarily if the directors believe that the company will be able to pay its debts, in full, within 12 months after the commencement of the winding up.

The company will appoint a liquidator, or provisional liquidator, to wind up its affairs and file the necessary notifications required under the Companies Act / Insolvency, Restructuring and Dissolution Act.

For more details, please refer to the Companies Act / Insolvency, Restructuring and Dissolution Act or seek professional advice.

Creditors' Voluntary Winding up

A company may decide to opt for a ‘creditors’ voluntary winding up” if its directors believe that it cannot, by reason of its liabilities, continue its business.

The company will appoint a liquidator, or provisional liquidator, to wind up its affairs and file the necessary notifications required under the Companies Act / Insolvency, Restructuring and Dissolution Act.

For more details, please refer to the Companies Act / Insolvency, Restructuring and Dissolution Act or seek professional advice.

Compulsory Winding up

A company may be wound up under an Order of the Court under certain circumstances, for example, the company is unable to pay its debts. The Court may appoint a liquidator to wind up the affairs of the company.

Where no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the company. The liquidator will file the necessary notifications required under the Companies Act / Insolvency, Restructuring and Dissolution Act.

For more details, please refer to the Companies Act / Insolvency, Restructuring and Dissolution Act or seek professional advice.

Receivership

A company may be placed under receivership, if a receiver is appointed to enforce a charge for the benefit of debentures holders of the company.

For more details, please refer to the Companies Act / Insolvency, Restructuring and Dissolution Act or seek professional advice.

Judicial Management

If a company, or its creditor(s), considers the company to be under financial distress but with a reasonable probability of rehabilitation, the Court may, upon an application, order that the company be placed under judicial management. An external judicial manager will be appointed.

For more details, please refer to the Companies Act / Insolvency, Restructuring and Dissolution Act or seek professional advice.

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Striking Off / De-registration of the Company

De-registration of Singapore Company

If you are thinking about ceasing your business and shutting down your company in Singapore, the most general way would be the submission of striking off applications through ACRA. You may check with your secretarial agent for assistance and details.

Do note that there are certain criteria and compliance matters which need to be fulfilled or resolved before the striking off application can be filed.

Criteria to strike off a company

The company may wish to shut down due to various reasons and the authorised personnel such as the director, appointed corporate secretary and registered filing agent may apply to ACRA to strike off the company’s name from the register, pursuant to Section 344 of the Companies Act.

Eventually, the company’s name will be removed from the Register of Companies and that company will be dissolved.

ACRA may approve the application if it has reasonable cause to believe that the company is not carrying on business and is able to satisfy the following criteria for striking off.

  • The company has not commenced business since incorporation or has ceased trading.
  • The company is required to close all the company’s bank account(s)
  • The company has no outstanding debts owed to the 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 assets 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.

Important: Outstanding Tax Credit

NOTE: Please ensure that there is no outstanding tax credit owing to the company before applying for strike off. When the company is dissolved, any tax credit due to the company will be paid over to the Insolvency and Public Trustee’s Office (IPTO).

The shareholders of the defunct company may approach IPTO if they wish to claim the tax credit. Please note that IPTO may impose charges for the processing of the claim. For more information on how to make a claim, please visit IPTO’s website.

Application to strike off a company

The authorised personnel can submit an online application via BizFile+ to strike off the company.

Review process for striking off

      1. Once the application is approved, ACRA may send a striking off notice to the company’s registered office address, its officers (such as the director, company secretary and shareholder) at their address in the records.
      2. After 30 days from the approval of the striking off application, ACRA will publish the name of the company in the Government Gazette if there is no objection. This is known as the First Gazette Notification.
      3. After 60 days from the First Gazette Notification, if there is no objection, ACRA will publish the name of the company in the Government Gazette again and the name of the company will be struck off the register. The date that the company is struck off will be stated. This is known as the Final Gazette Notification.

The entire process will take at least 4-6 months.

Lodgment of an Objection Against Striking Off

Any interested person can submit an objection against a striking off application. There is no fee payable for this transaction. If ACRA receives any objection, they will inform the company of this.

The company is given 2 months to resolve the matter. If the company is unable to resolve it within 2 months, the striking off application will lapse. The company can only submit a new application after the objection has been cleared.

Withdrawal of Striking Off Application

A company can apply for withdrawal of its application for striking off via BizFile+.

After a Company has been Struck Off

A company can be restored within 6 years from the date that the company’s name was struck off, by a Court Order. The Court Order must be lodged via BizFile+ and the status of the company will be updated to “live”.

Please note that a director who has at least 3 of his companies struck off by ACRA, within a period of 5 years, will be disqualified from acting as director, or to take part in the management of any company for a period of 5 years commencing from the date on which the third company was struck off.

For more details, please contact us for professional advice.

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Do you need more information?

You may refer to these Singapore business expansion guides to find out more:

Singapore Corporate Information

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Singapore Taxation System

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Singapore Company Secretary Services

Is it mandatory to engage a corporate secretary in Singapore?

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Frequently Asked Questions

No, there is no minimum period required to file for a strike off as long as the company meets all the requirements stated under the “Criteria to strike off a company” section above.

All books and papers of a company that has been struck off and dissolved must be retained for at least 5 years from the date that the company was dissolved. This falls under the responsibility of a person who was an officer of the company immediately before its dissolution.