As part of the process of striking off in Singapore, companies must pay outstanding taxes and fulfill all tax obligations. 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.
Pay Outstanding Taxes
To successfully apply to ACRA to strike off company in Singapore, the company must not have any outstanding tax liabilities with IRAS. Otherwise, Inland Revenue Authority of Singapore (IRAS) may object to the application for striking off in Singapore.
In this regard, companies should ensure:
- 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;
- 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);
- 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
- GST registration has been cancelled and there are no outstanding GST matters
Notes on bank accounts and bookkeeping
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 and Public Trustee’s Office (IPTO). The shareholders of the defunct company may approach IPTO if they wish to claim the tax credit. Charges will be imposed by IPTO for the processing of the claim. For procedures on how to make a claim, please see IPTO’s website.
Where a company has been struck off, a person who was an officer* of the company immediately before the strking off must ensure that all books and papers of the company are retained for a period of at least five years after the striking off date.
*Generally, an officer refers to any director, secretary or person employed in an executive capacity.
Fulfill Tax Obligations before Applying to Strike off Company in Singapore
The company has to ensure all outstanding tax obligations and liabilities have been settled before applying to ACRA to strike off company in Singapore.
Outstanding Income Tax Returns (Form C-S/ C)
The company must submit outstanding Income Tax Returns (Form C-S/ C), accounts and tax computations with a cover letter stating your intention of striking off in Singapore, before proceeding to apply for strike off with ACRA.
For companies filing Form C-S, there is no requirements for submitting the accounts and tax computations together with Form C-S. However, you should still prepare the documents and submit them upon IRAS’ request.
Generally, IRAS strives to complete all assessments within one month upon receipt of complete information. However, in the event IRAS requires further information from companies with complex affairs or have submitted incomplete information, it may take up to 6 months to review the assessments. This flowchart illustrates the process for applying for striking off in Singapore.
The process for striking off in Singapore
If the company has been dormant since the date of incorporation or since the submission of the last Income Tax Return (Form C-S/ C) and it has outstanding Income Tax Returns (Form C-S/ C) that were issued to it during the dormant period, you may wish to complete the Application for Waiver of Income Tax Return (Form C/ Form C-S) Submission by a Dormant Company.
Submit the form together with a cover letter stating your intention to apply for strike off, before proceeding to apply for strike off with ACRA. If the application for a waiver is successful, the company need not submit its outstanding Income Tax Returns (Form C-S/ C).
Tax Clearance Letter
Do note that IRAS will not issue a tax clearance letter for the purpose of applying for strike off. The company can rely on the following documents from IRAS to determine that there is no outstanding tax matter or tax liability:
- Tax matters – Latest Notice(s) of Assessment; and
- Tax liability – Latest Statements of Accounts.
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