Requirements for striking off a Singapore company

Striking off means closing down a local company.

The Striking off company is a process that company apply to Accounting and Corporate Regulatory Authority (ACRA) to strike its name off the Companies Register if it is no longer carrying on business.

Requirements to strike off a company

Singapore regulations to strike off a company:

  • The company must have stopped business activities or not have commenced activities from the date of incorporation
  • No current or contingent assets or liabilities
  • No outstanding tax liabilities with the IRAS

In this regard, companies should ensure:

  1. All outstanding Income Tax Returns (Form C-S/ C) have been submitted. If the company is filing Form C, the accounts and tax computation must also be submitted;
  2. Accounts and tax computations have been submitted up to the date of cessation of business (i.e. for the period(s) where IRAS has not yet issued an Income Tax Return);
  3. All outstanding tax matters* have been settled with IRAS  (e.g. answered all queries raised by IRAS, ensured all assessments are finalised and paid etc);  and
  4. GST registration has been cancelled and there are no outstanding GST matters.
  • No ongoing involvement in any court proceedings
  • No outstanding charges in the company’s charge register
  • Written consent from the majority of the shareholders must be obtained
  • Finalised accounts drawn up till the date of cessation must be attached

After received of information, ACRA will process the application within 5 working days.

If approved ACRA will send a striking off notice to:

  • Company registered office in Singapore

If no objection after 1 month, ACRA will publish Company name in the Government Gazette. This is referred to as the First Gazette Notification.

If there is no objection during the 3 months after the First Gazette Notification, ACRA will publish the name in the Government Gazette and the company name will be struck off. This is referred to as the Final Gazette Notification.

Note:

  • Please do not close the company’s bank accounts until all outstanding matters are settled.

De-registration by Singapore Branches of Foreign Companies

Section 377(1) of the Companies Act requires the Singapore branch of a foreign company to lodge a notice with ACRA within 7 days after it ceased to have a place of business or to carry on business in Singapore.

The branch should also inform IRAS in writing at the same time that it informs ACRA so that the tax matters and tax liabilities of the Singapore branch could be settled.

The written notification to IRAS shall include:

  • Subject heading “Cessation of Business in Singapore”;
  • Date of cessation of business in Singapore;
  • Name and contact details of a person whom IRAS can liaise with on tax matters; and
  • All outstanding Income Tax Returns (Form C), financial statements and tax computations made up to the last day of business.

Generally, IRAS strives to complete all assessments within one month of receiving full information. However, in the event IRAS requires further information from branches with complex affairs or that have submitted incomplete information, it may require up to 6 months to review the assessments.

If you have any questions, contact ACE Global Accountant for a quote

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