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Dissolution of Singapore Company

2024-06-28
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.

Q： 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.
A： In this regard, companies should ensure that:

  • 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 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.
  • 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]
  • GST registration has been cancelled and there are no outstanding GST matters.
  • All/majority of the director(s) authorise you, as the applicant, to submit the online application for striking off on behalf of the company.  
Q：
 How to check for outstanding filing and tax liabilities?
A：
 You may check if your company has any outstanding tax issues via:

  • MyTax Portal
  • 24-hour toll-free answering service

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 of Assessment; and
  • Tax liability - Latest Statement of Accounts.

Q：
 Should I close my company’s bank accounts?
A：
 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.
Q：
 What are the obligations after a Company has been Struck Off?
A：
 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.

A company can be restored within 6 years after the company's name has been 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”.

Q：
 How to cease registration by Singapore branches of foreign companies?
A：
 A foreign branch has to cease its operations in Singapore if its head office has been dissolved or is in liquidation. The authorised representative of the foreign branch is required to lodge “Notice by Authorised Representative of Foreign Company of Liquidation or Dissolution of Company” via BizFile+.

If the foreign company’s local branch in Singapore has ceased business, the authorised representative is required to lodge “Notification by Foreign Company of Cessation of Business” via BizFile+.

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 can be settled.

The written notification to IRAS should 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.

Disclaimer

All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.

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