Short answer: No. A struck off company no longer exists, so it cannot be sued until it is restored to the register. A creditor can ask the High Court to restore it within 6 years of the striking off, then sue it or wind it up. Directors can be pursued directly only for their own liabilities, such as personal guarantees.
A customer owes your company money and Bizfile now shows it as struck off. Can you sue a struck off company in Singapore at all? This guide explains why the debtor must first be restored, how a creditor applies, what the court looks for, what happens to the limitation clock, and when the directors can be pursued personally.
Key facts at a glance
- A struck off company is dissolved and cannot be sued in its own name until it is restored: “A non-existent person cannot sue” or be sued (Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435).
- Any person who “feels aggrieved” by the striking off, including a creditor, may apply to the High Court within 6 years after the name was struck off (Companies Act 1967, s 344(5)).
- The court may restore the company if it was carrying on business or in operation when struck off, or if it is otherwise just to restore it; the two grounds are alternatives (Lye Yew Cheong v ACRA [2024] SGHC 270).
- Administrative restoration by ACRA is open only to former directors or members, so an outside creditor normally uses the court route (ACRA restoration guide).
- Since 20 October 2026, the court or the Registrar must refuse restoration if the company is likely to be used for an unlawful purpose or restoration would be contrary to national security or interest (Corporate and Accounting Laws (Amendment) Act 2025).
- ACRA charges no fee to lodge the court order and takes up to 15 working days to process a restoration by court order.
- The court can give directions, including a limitation direction, to put the creditor in the position it would have been in had the company not been struck off (s 344G(3), applied in [2025] SGHC 65).
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
What happens to your claim when the debtor company is struck off?
Your claim does not disappear, but the defendant does. Once a company is struck off it is dissolved, and a dissolved company has no legal existence that can be sued, served or made to pay.
Striking off is ACRA’s administrative removal of a company from the register, on the company’s own application or because the Registrar believed it was defunct. It is not a liquidation: no liquidator collects assets or pays creditors.
In Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435, the High Court adopted the reasoning that a dissolved company “does not exist” until it is reinstated, and held that it would be “inconceivable and illogical” for a company to act after being struck off.
Under the amendments that took effect on 20 October 2026, an entity is legally dissolved on the date and at the time the Registrar strikes off its name, and the Registrar publishes that name, date and time in the Government Gazette. That date starts the 6-year restoration window.
What is the legal basis for restoring a struck off company?
The court’s power to restore a struck off company sits in section 344(5) of the Companies Act 1967, which ACRA’s restoration guide lists as the basis for restoration by court order. The court’s power to adjust everyone’s position after restoration sits in section 344G(3).
| Provision or source | What it does |
|---|---|
| Companies Act 1967, s 344(5) | A person who feels aggrieved by the striking off may apply to the court within 6 years; the court may order restoration if the company was carrying on business or in operation, or it is otherwise just; on lodgement of the order the company is deemed to have continued in existence |
| Companies Act 1967, s 344G(3) | On application by any person, the court may give directions and make orders to place the company and all other persons in the same position, as nearly as possible, as if the company had not been struck off |
| Companies Act 1967, s 344D | Administrative restoration by the Registrar for companies ACRA itself struck off; applicants must be former directors or members |
| Corporate and Accounting Laws (Amendment) Act 2025, in force 20 October 2026 | Restoration must be refused where the entity is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore, or where restoration would be contrary to national security or interest |
The new refusal grounds are part of the Act’s aim of tightening the rules against misuse of companies for unlawful purposes. Our article on the new grounds to refuse restoration explains them in more detail, and ACRA’s commencement announcement for 20 October 2026 summarises the changes.
Can you sue a struck off company in Singapore without restoring it first?
In practice, no. If the claim is against the company itself, for an unpaid invoice, a defective job or a refund, the company must first be restored, and only then can your solicitor file the claim or a winding up application against it.
That is exactly what happened in Lye Yew Cheong v Accounting and Corporate Regulatory Authority [2024] SGHC 270 (unreported). A homeowner had a claim against a renovation company over delays and defects. The company’s director applied to strike it off, and it was struck off on 8 May 2023. The homeowner withdrew his Small Claims Tribunal claim, applied to restore the company so that he could sue it in the High Court, and the court restored it over the former director’s objection.
The court saw no basis to exclude applicants who want to sue the company itself, and rejected the argument that restoring an empty shell was pointless, because a winding up has clawback mechanisms that may still produce something.
If the company is still only proposed for striking off, object instead, which is far cheaper; see our guide to objecting to an ACRA strike-off.
Who can apply to restore the company, and when?
A creditor with a real claim against the company can apply to the High Court, provided it does so within 6 years after the company was struck off. The administrative route through ACRA is not available to an outside creditor.
The High Court has settled on three requirements, set out in Fu Zhihui Alvin and another v Accounting and Corporate Regulatory Authority [2023] SGHC 177 (unreported) and applied in [2024] SGHC 270 and [2025] SGHC 65:
- The applicant must be an “aggrieved person”. This means some proprietary or pecuniary interest in the restoration that is “not merely shadowy”. A creditor with a prima facie claim that is not hopeless or obviously doomed to fail meets this test.
- The application must be made within 6 years after the company was struck off.
- The court must be satisfied either that the company was carrying on business or in operation when it was struck off, or that it is just to restore it.
“In operation” is a low bar: in [2024] SGHC 270 the company had stopped trading, but someone was still handling the customer’s complaints, so it was not “completely dormant”.
ACRA’s guide confirms that administrative restoration under section 344D is limited to companies ACRA struck off on its own initiative, and that applicants must be former directors or members. A company that applied for its own strike-off, which is the usual case where a debtor walks away from its creditors, can only be restored by court order. Our guide on how to restore a struck off company sets out all four restoration routes.
How does a creditor restore the company and then pursue the claim?
The creditor’s solicitor files an originating application in the General Division of the High Court, supported by an affidavit, and lodges the sealed order with ACRA once restoration is granted. The claim against the company comes after that.
- Buy the debtor’s Bizfile profile and record the date and time of striking off.
- Diarise two deadlines: 6 years from the striking off for the restoration application, and the limitation date for your underlying claim, which keeps running while the company is off the register.
- Send a letter of demand and keep proof of every step taken to pursue the debt. In [2025] SGHC 65 the court relied on a letter of demand sent before the limitation date as evidence that the claimant would have sued in time.
- Pass a directors’ resolution authorising the application and appointing the law firm.
- Your solicitor prepares the originating application and affidavit, explaining your standing, the claim, why restoration is just, and any directions sought, including a limitation direction.
- Expect a hearing. A former director may be allowed to intervene and oppose, as in [2024] SGHC 270.
- Once the order is made, lodge a copy with ACRA through the Bizfile “Apply to restore business entity” service, with the UEN, the order, its reference number and date, reasons and supporting documents.
- After ACRA restores the company, your solicitor files the claim, or a statutory demand and winding up application if the company is unlikely to pay.
What is a limitation direction, and why does it matter?
A limitation direction is an order that a period of time, usually some or all of the time the company was struck off, is not counted when deciding whether your claim is time-barred. It can rescue a claim whose limitation period ran out while you were waiting to restore the company.
In Vikramathithan a/l Rasu v AK Equine Pte Ltd [2025] SGHC 65 (unreported), an injured worker’s 3-year limitation period expired on 8 November 2024, after the employer had been struck off. The court restored the company and, using section 344G(3), excluded the period from the letter of demand to the date of restoration. The court asked whether the claimant would probably have sued in time but for the striking off, and whether a direction was just. Check your own deadline with our guide to the debt limitation period in Singapore.
Can you pursue the directors personally instead?
Sometimes. Striking off ends the company, not the personal liabilities of the people behind it, so any claim you have against a director in their own name survives. What you cannot do is make a director pay the company’s own debt simply because the company has gone.
The Companies Act has long provided, in the wording quoted by the court in Re Asia Petan, that despite dissolution the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved. In Re Asia Petan, the court explained that this allows a person’s own obligations as an officer or member to be enforced against them even if the company is not restored, but it does not allow a claim that belongs to or lies against the company to proceed without the company.
| Your claim | Restore the company first? | Who you pursue |
|---|---|---|
| Unpaid invoice or contract claim against the company | Yes | The restored company, then a liquidator if it is insolvent |
| Personal guarantee signed by a director | Usually not, as the guarantee is the director’s own contract | The guarantor directly |
| Claim against a director personally, for example in tort for their own conduct | Usually not | The director, as an individual defendant |
| Assets moved out of the company, preferential payments or trading while insolvent | Yes, followed by a winding up | A liquidator investigates and brings the claims |
Without a guarantee, restoration followed by a winding up is often the realistic route to the directors. Our guide to directors’ personal liability after a strike-off covers this from the director’s side.
What is the timeline, and what does it cost?
ACRA’s part is fast and free; the court application is where the time and cost lie. Solicitors’ fees vary with how contested the application is, so ask for a written estimate by stage.
| Stage | Timing | Fee or cost driver |
|---|---|---|
| Restoration application to court | Within 6 years after the striking off | Solicitor’s fees, court filing fees, affidavit preparation |
| Hearing | Set by the court; longer if a former director intervenes | Whether anyone opposes; costs may be argued separately, as in [2024] SGHC 270 |
| Lodging the court order with ACRA | Up to 15 working days to process | ACRA fee: S$0 |
| Administrative restoration (former directors or members only) | Up to 60 days | ACRA fee: S$0; Official Receiver’s written consent needed if property has vested |
| Claim or winding up after restoration | Must be within the limitation period, unless a limitation direction is obtained | Separate court fees and legal costs |
Assumptions: a Singapore company struck off (not wound up), restored on a creditor’s application. Weigh the cost against what you can realistically recover.
What does the company secretary prepare, and what does the solicitor file?
Your company secretary or corporate service provider (CSP) assembles the evidence of the debt and the company’s authority to act; a Singapore Advocate and Solicitor files the application and conducts the proceedings. Court proceedings are conducted by a Singapore Advocate and Solicitor, never by a CSP.
| Company secretary or CSP | Singapore Advocate and Solicitor |
|---|---|
| Bizfile profile of the debtor, with striking off date and officers’ details | Advice on standing, merits and whether restoration is worth pursuing |
| Directors’ resolution authorising the application and appointing the law firm | Originating application and supporting affidavit |
| Contract, invoices, statement of account, ledger extracts and payment history | Any application for a limitation direction or other directions |
| Copies of letters of demand and the debtor’s replies, with dates | Attendance at the hearing and dealing with any intervener |
| Bizfile lodgement of the restoration order, once sealed | Enforcement of any judgment obtained |
Raffles Corporate Services does not give legal advice or act in court; a law firm from our panel handles any proceedings. In [2024] SGHC 270 the court treated the administrative burden on a restored company’s former director as ordinary prejudice, not a reason to refuse.
What are the common mistakes creditors make?
Most mistakes are about time.
- Missing the 60-day objection period after the Gazette notice.
- Filing a claim against the struck off company instead of first restoring it.
- Assuming the limitation period pauses during the strike-off. It does not, unless the court later gives a limitation direction.
- Sending no letter of demand or other written step before the limitation date, leaving no evidence that you would have sued in time.
- Suing a director for the company’s debt without a guarantee or a personal cause of action.
Our free compliance tools can help you track filing and limitation dates, and if the deadline is close and you have no lawyer yet, speak to a lawyer straight away. The full judgment in Lye Yew Cheong v ACRA [2024] SGHC 270 and ACRA’s guide to applying to restore a business entity are both worth reading before you instruct a solicitor.
Frequently asked questions
Can I still sue a struck off company in Singapore after 6 years?
Not by restoring it under section 344(5), because the application must be made within 6 years after the striking off. After that, look at any personal guarantee or personal claim against the individuals involved.
Does my limitation period stop running while the company is struck off?
No. It keeps running. The court can exclude part of the struck off period through a limitation direction, as in [2025] SGHC 65, but only if you show you would probably have sued in time and a direction is just.
Can our company use ACRA’s administrative restoration as a creditor?
No. ACRA’s guide limits administrative restoration to former directors or members of companies ACRA struck off on its own initiative. A creditor applies to the High Court.
Can I make the director pay the company’s unpaid invoice?
Only if the director is personally liable, for example under a personal guarantee or for their own wrongdoing. Otherwise the debt is the company’s, and you restore and pursue the company, often followed by a winding up.
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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Last reviewed: 9 November 2026. The Editorial Team, Raffles Corporate Services.