Striking Off a Company
A company may apply to the Accounting and Corporate Regulatory Authority (ACRA) to strike its name off the Companies Register if it is no longer carrying on business. This process is known as "striking off" a company.
Criteria to strike off a company
You may wish to close the company for various reasons. One of the options available is to strike off the name of the company from the register. As a director, you may apply to ACRA to strike off the company's name from the register. ACRA may approve the application if it has reasonable cause to believe that the company is not carrying on business and the company is able to satisfy the following criteria for striking off.
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.
Pay Outstanding Taxes
To successfully apply to ACRA to be struck off, the company must not have any outstanding tax liabilities with IRAS. Otherwise, IRAS may object to the application to strike off.
In this regard, companies should ensure that:
All Income Tax Returns (Form C-S/ C) are submitted up to the date of cessation of business. If the company is filing Form C, the financial statements and tax computation must also be submitted. If the date of cessation of business falls in an advance Year of Assessment (YA) for which the e-Filing service is not available yet, the company can Apply for Waiver to Submit Tax Return (Dormant Company) and e-File the advance YA return;
All outstanding tax matters* have been settled with IRAS [e.g. answers have been provided to all queries from IRAS, assessments have been finalised for all YAs and the related taxes and penalties (if any) paid]; and
GST registration has been cancelled and there are no outstanding GST matters.
Note:
Please do not close the company's bank accounts until all outstanding matters are settled. Once the company's bank account is closed and there is a tax credit owing to the company, IRAS will not be able to pay over the tax credit to a third party (e.g. director, shareholder). When the company is dissolved, the tax credit due to the company will be paid over to the Insolvency Office. The shareholders of the defunct company may approach the Insolvency Office if they wish to claim the tax credit. Charges will be imposed by the Insolvency Office for the processing of the claim. For procedures on how to make a claim, please see the Insolvency Office's website.
Where a company has been struck off and dissolved, a person who was an officer^ of the company immediately before the company was dissolved must ensure that all books and papers of the company are retained for a period of at least five years after the date on which the company was dissolved.