Striking Off a Company in Singapore: A Step-by-Step Guide
What Does Striking Off a Company Mean?
Striking off a company means officially removing it from the Accounting and Corporate Regulatory Authority (ACRA) register. Once approved, the company ceases to exist legally.
Eligibility Criteria for Striking Off a Company
To apply for striking off, a company must meet specific conditions:
- No ongoing business operations.
- No outstanding debts or liabilities.
- No unsettled tax obligations with IRAS.
- No pending legal proceedings.
- No existing assets or bank accounts.
- All corporate officers have given their consent.
Step-by-Step Process to Strike Off a Company in Singapore
1. Ensure All Compliance Requirements Are Met
Before applying, confirm that the company has:
- Submitted all required tax returns.
- Paid off outstanding debts.
- Closed bank accounts and disposed of assets.
2. Prepare Year-to-Date Financial Statements and Tax Computation
- After closing the company’s bank accounts, prepare year-to-date financial statements.
- Compute and finalize the company’s tax obligations before submission to ACRA.
3. Submit an Application to ACRA
- Sign the Declaration of Solvency by the majority of directors.
- Ensure all necessary financial records are up to date before submission.
- Pass a resolution for the winding up of the company and file the application through ACRA’s online portal, BizFile+.
- The company director or a registered corporate service provider can submit the request.
4. ACRA’s Review and Notification Period
ACRA will review the application. If approved, the company enters a 60-day objection period, allowing creditors to challenge the application.
5. Final Striking Off Confirmation
If no objections arise, ACRA will officially remove the company from its register after 120 days. A notice of the company’s striking off will be published in the Government Gazette.
Key Considerations Before Striking Off
- If the company intends to operate again, consider dormant status instead of striking off.
- Directors and shareholders should settle all financial obligations beforehand.
- Retain business records for at least five years after the company is struck off.
What Happens After Striking Off?
- The company ceases to exist legally.
- Directors and shareholders are relieved of their duties and liabilities.
- Any remaining assets will be vested in the government.
Reinstating a Struck-Off Company
If a company was struck off by mistake or needs revival, an appeal can be filed within six years. ACRA will assess whether reinstatement is possible.
FAQ: Striking Off a Company in Singapore
The process usually takes about 4 to 6 months, depending on whether there are any objections.
No, all liabilities must be settled before applying.
If an objection is raised, the company must resolve the issue before reapplying.
No, ACRA does not charge any fees for the application.
Yes, an application for reinstatement can be made within six years, subject to ACRA’s approval.
Based on the Model Constitution, only a majority of directors are required to sign the Declaration of Solvency when applying for striking off. However, shareholders must pass a special resolution (typically requiring at least 75% approval) to wind up the company.
If the company’s Constitution has specific clauses requiring unanimous approval, then all directors and/or shareholders may need to sign off. Otherwise, the default rule applies.
Conclusion
Striking off a company in Singapore is a straightforward process if all requirements are met. Ensuring compliance with ACRA and IRAS guidelines will lead to a smooth deregistration. If in doubt, seeking professional assistance can prevent unnecessary delays.
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