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Exiting Gracefully: When and How to Strike Off a Company

  • wupeicong11
  • Jul 3
  • 5 min read
Striking off a company is a formal procedure to close a business that is no longer active or required. Compared to other methods of dissolution—such as voluntary or compulsory winding up—striking off is generally faster and does not require the appointment of a liquidator. In this article, we explore the circumstances under which a company may be struck off, the steps involved, and key considerations to keep in mind before proceeding.
 
When can a company be ‘struck off’?
 
In order to take the ‘strike off’ route to closing a business, the company must be able to meet the following criteria:
 
  • Company has not started to carry on business or being in operation OR Company has ceased to carry on business or operations
  • Company has no existing assets and liabilities as at the date of application
  • Company has no contingent assets and liabilities that may arise in the future
  • Company is not indebted to and does not have any outstanding matters with any government agency
  • Company is not a party to any ongoing or pending legal proceedings (whether civil or criminal) within or outside Singapore
  • Company is not subject to any ongoing or pending regulatory action or disciplinary proceeding
  • The striking off application is approved by the majority of the shareholders
 
Type of companies that can opt for striking off
 
Companies that choose the striking off route are typically solvent and able to settle their outstanding debts, particularly those owed to external creditors. In many cases, directors and/or individual shareholders must be willing to waive any amounts owed to them in order to facilitate a smooth closure.
 
Companies ready for strike off – Further and specific steps
 
Companies prepared to proceed with a striking off application are typically those that have ceased business operations or remained dormant for a period of time. Companies would need to take the following specific steps to ensure it meets the necessary criteria.
 
  1. ‘Zerorise’ the accounts

    This may involve:

  • Paying off all liabilities and amount due to others
  • Disposing/Transferring of non-current assets and inventories
  • Recovering receivables, deposits and advance payments
  • Writing off assets which could not be realised
  • Writing back amount due to director(s)/shareholder(s) upon receipt of their consent
  • Cancel GST registration (See #2 below)
  • File corporate tax returns up to date of cessation of business (See #3 below)
  • Declare dividends to return retained earnings and cash to shareholders
  • Return share capital to shareholders

    The objective of this exercise is to remove all assets and liabilities from the statement of financial position (a.k.a. balance sheet).

  1. Check for charges in the Company’s Register of Charges and take steps to release and remove them from the register.

  2. Cancel GST registration + Make all GST payments

    Rightfully, GST registration should be cancelled within 30 days when the company has ceased business and/or stopped making taxable supplies and do not intend to make taxable supplies in future. If it is not done earlier, the next best time to do so is now. Authorised personnel can access myTax Portal to apply for cancellation of GST registration.

    A final GST return (GST F8) will be issued to you to file and account for GST up to the last day of the GST registration. Submit the GST F8 and account for GST within 1 month from the end of the prescribed accounting period stated on the return.

  3. File corporate tax returns

    Companies need to settle all outstanding tax liabilities and obligations with IRAS before applying for strike off with ACRA. Otherwise, IRAS will object to the strike off application. Where IRAS’ objection is not resolved within 2 months, companies will need to submit a new strike off application after the IRAS’ objection is resolved.

    Other than the usual income tax returns for the most recently completed financial year (e.g. 1 January 2X24 to 31 December 2X24), company need to file income tax returns for advance years of assessment (“YA”) up to the date of business cessation. Advance YAs refer to YAs where tax filing service in myTax Portal are not yet available (e.g. 1 January 2X25 to 31 May 2X25, where tax filing service would only be available in May 2X26). The filing of tax for advance YAs commences via digital services “Apply for Waiver/ File last Form C-S/ C (Dormant/ Striking Off) at myTax Portal.

    Make final tax payments/ adjustments/ reversals after receiving the last notices of assessment.

  4. Close bank account(s)

  5. Submit striking off application to ACRA
 
Striking off application process
 
  1. Submit application to ACRA

    The company director, the company secretary or the corporate services provider can submit an online application via Bizfile using SingPass or CorpPass to strike off the company. 

  2. Receipt of striking off notice

    Once application is approved, ACRA would send the above notice to the company’s registered office, its officers (directors, company secretary and shareholders), IRAS and CPF.

  3. Government Gazette - First Gazette Notification

    If there is no objection from any party within 30 days from the approval of striking off application, ACRA will publish the name of the company in the Government Gazette with a view to striking the company’s name off the register.

  4. Government Gazette – Final Gazette Notification

    If there is no further objection within 60 days of the publication in First Gazette Notification, ACRA will strike off the company’s name from the register and publish the company’s name and date of strike off on the Government Gazette.
 
The above processes take at least 4 months.
 
Any person can submit an objection against a striking off application. The company would be informed of an objection and would be given 2 months to resolve the matter. If the company is not able to resolve the matter within 2 months, the striking off application will lapse and the status of the company will revert to “live”. Please note that the company would have to comply with all requirements under the Companies Act 1967 of Singapore, including the holding of the Annual General Meeting and the filing of the Annual Return when the company is “live”. The company would then need to resolve the objection before submitting a new application. 
 
A company can be restored within 6 years after the company's name has been struck off, by a Court Order.
 
Maintaining a Clean Record: When Striking Off Is Initiated by ACRA
 
ACRA may initiate a striking off if ACRA believes that a company has ceased business or is not operating. A director who has 3 or more of his/her companies struck off by ACRA within a 5-year period will be disqualified from acting as director, or take part in the management of any company for 3 years commencing after the date on which the 3rd company is struck off. Repeat offender will be disqualified for 5 years commencing from the date the most recent striking off.
 
How Aventus can help
 
Our team of experienced accountants and corporate secretarial professionals can handle the entire striking-off process on your behalf. From assessing eligibility and preparing the necessary documentation to preparing the final accounts and filing of application and returns with the relevant government agencies, we take care of every step.
 
Our goal is to make the process seamless and stress-free, ensuring a smooth and dignified closure of the business entity you once had a stake in—whether it was a successful venture or a valuable learning experience. This allows you to focus on your current priorities with clarity and confidence or move on swiftly to your next chapter. Get in touch with us to find out how we can support you.
References:

Cheah Foo Seong (2022). A Practical Guide to Company Secretarial Obligations in Singapore (2nd Edition); Wolters Kluwer
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