Every year, thousands of Singapore companies are struck off the register maintained by the Accounting and Corporate Regulatory Authority (ACRA). Whether a business has run its course, a venture did not take off as planned, or the shareholders simply wish to move on, striking off is the most straightforward and cost-effective way to close a company in Singapore — provided the company meets certain conditions.
Yet the process is not as simple as flicking a switch. Directors must satisfy statutory criteria, obtain tax clearance from the Inland Revenue Authority of Singapore (IRAS), and navigate a mandatory waiting period during which creditors and other parties may raise objections. Getting any of these steps wrong can result in delays, a lapsed application, or even personal liability for the company’s officers.
This guide walks you through everything you need to know about striking off a company in Singapore — from the legal framework and eligibility criteria to the step-by-step filing process on BizFile+, tax clearance obligations, and what happens after the company is dissolved.
What Does “Striking Off” Mean?
Striking off refers to the removal of a company’s name from ACRA’s register of companies. Once struck off, the company ceases to exist as a legal entity. This process is governed primarily by Section 344 of the Companies Act 1967, which empowers ACRA to strike off a company if there is reasonable cause to believe it is not carrying on business or is not in operation.
It is important to distinguish striking off from winding up (also known as liquidation). Striking off is a simpler, cheaper, and faster administrative process suited for companies that have no significant assets or liabilities. Winding up, on the other hand, is a formal legal process — typically overseen by a court-appointed or members’-appointed liquidator — that involves realising the company’s assets, paying off its debts, and distributing any surplus to shareholders. While a straightforward strike-off takes approximately four to six months, a Members’ Voluntary Liquidation can take 12 to 18 months or longer.
If your company has outstanding debts, pending litigation, or substantial assets to distribute, winding up may be the more appropriate route. For dormant companies or companies that have simply ceased trading with no loose ends, striking off is usually the way to go.
Who Can Apply to Strike Off a Company?
Under the Companies Act, the following persons may file an application to strike off a company:
- Directors of the company
- The company secretary — for more on this role, see our guide on what a Singapore company secretary does
- A corporate service provider (CSP) acting on the company’s behalf
If a CSP files the application, it must ensure that the majority of the company’s directors have consented to the striking off before submission. Regardless of who files, all or most of the directors must endorse the application within 14 days of filing, failing which the application will lapse.
Eligibility Criteria for Striking Off
ACRA will only approve a striking-off application if the company satisfies all of the following conditions:
- Ceased business or never commenced business — The company must have stopped trading or must never have carried on business since the date of its incorporation.
- No outstanding debts to government agencies — There must be no outstanding tax liabilities owed to IRAS, no unpaid contributions to the Central Provident Fund (CPF) Board, and no debts owed to any other government department or agency.
- No outstanding charges in the charge register — Any registered charges (e.g., debentures or mortgages) must have been fully discharged.
- Not involved in any court proceedings — The company must not be a party to any legal proceedings, whether in Singapore or overseas.
- No ongoing regulatory or disciplinary proceedings — The company must not be the subject of any pending investigation or disciplinary action.
If your company does not meet these criteria, you will need to resolve the outstanding matters before applying — or consider winding up as an alternative.
Step-by-Step Guide to Striking Off via BizFile+
The application to strike off a local company is filed electronically through ACRA’s BizFile+ portal. Here is how the process works:
Step 1: Settle All Outstanding Tax Matters with IRAS
Before filing with ACRA, you must ensure that all corporate income tax matters are in order with IRAS. This means:
- All income tax returns (Form C-S or Form C) have been filed for every Year of Assessment up to the date of cessation.
- All tax assessments have been finalised and any taxes or penalties owing have been paid.
- If the company is GST-registered, the GST registration must be cancelled and all GST matters settled.
- There are no outstanding queries from IRAS.
For companies that have been dormant since incorporation, you may apply for a waiver to submit income tax returns through the IRAS e-Service. If the company received any one-off income before the strike-off, you should notify IRAS via myTax Mail, explaining the nature of the income and attaching the relevant financial statements and tax computation.
Once IRAS is satisfied, it will issue a “No Objection” to the striking-off application. Without this clearance, ACRA cannot proceed.
Step 2: Log In to BizFile+ and File the Application
Log in to BizFile+ via Corppass and verify that the correct entity is displayed on your dashboard. Navigate to “Deregister”, select “Local company”, then click “Apply to strike off business entity”. You will be asked to confirm that the company meets all the striking-off criteria and to provide your reason for the application.
There is no filing fee payable for a striking-off application.
Step 3: Directors Endorse the Application
If the company has multiple directors, all or most of them must endorse the application within 14 days of filing. Each director will receive a notification through BizFile+ and must log in to endorse. If the required endorsements are not obtained within the 14-day window, the application will lapse automatically and a fresh application must be submitted.
Step 4: ACRA Reviews and Publishes Notice
Once the application is accepted, ACRA will notify the company at its registered office address and inform the company’s officers (directors and company secretary) at their residential addresses. ACRA will also notify IRAS. A notice is then published in the Government Gazette, giving the public — including creditors — a period of time to raise objections.
Step 5: Waiting Period for Objections
After the Gazette notice is published, there is a mandatory waiting period during which any person may object to the striking off. If no objections are received, the company will be struck off the register three months after the first Gazette notice.
If an objection is filed (with supporting documents), ACRA will pause the striking-off process. The company is then given two months to resolve the matter with the objector. If the dispute is not resolved within that period, the application lapses and a fresh one must be submitted after the objection is cleared.
Step 6: Company Is Struck Off
If no objections are raised during the waiting period, ACRA will strike the company off the register and publish a final notice in the Government Gazette. The company ceases to exist as a legal entity from that date.
How Long Does the Entire Process Take?
Even if everything goes smoothly and no objections are raised, the striking-off process takes a minimum of three to four months from the date of the application. In practice, factoring in the time needed for IRAS tax clearance and the Gazette waiting periods, most companies should allow four to six months for the entire process.
Delays can occur if IRAS has outstanding queries, if directors fail to endorse the application within 14 days, or if an objection is filed. Planning ahead and ensuring all tax and compliance matters are settled before filing will help avoid unnecessary hold-ups.
What Happens After the Company Is Struck Off?
Once a company is struck off, several important consequences follow:
- The company ceases to exist — It can no longer carry on business, enter into contracts, or hold assets in its own name.
- Remaining assets vest in the Government — Any assets that the company still held at the time of dissolution are transferred to the Government of Singapore.
- Record retention obligations continue — Company officers must retain all books and papers of the company for at least five years after the date of dissolution. This is a statutory requirement, and failure to comply can result in penalties.
- Restoration is possible within six years — Under Section 344(5) of the Companies Act, any aggrieved person may apply to the Court to have the company’s name restored to the register within six years of the date of striking off. The Court will only grant restoration if it is satisfied that it is just to do so.
Can You Withdraw a Striking-Off Application?
Yes. Under Section 344B(1) of the Companies Act, you may withdraw your application at any time before the company has actually been struck off the register. Upon withdrawal, the Registrar will inform the company and publish a notice on ACRA’s website confirming the withdrawal. This can be useful if circumstances change — for example, if a new business opportunity arises or if the shareholders decide to continue operations.
ACRA-Initiated Striking Off
It is worth noting that striking off is not always voluntary. ACRA itself may initiate the striking off of a company that has failed to file its annual returns or that ACRA has reason to believe is no longer carrying on business. In such cases, ACRA will issue a notice to the company and its officers. If the company does not respond or rectify the default within the stipulated time, ACRA will proceed to strike it off.
This underscores the importance of keeping your company’s annual return filings and other compliance obligations up to date — even if the company is dormant. If you are not actively using your company, it is better to apply for a voluntary strike-off than to risk enforcement action by ACRA.
Practical Tips for a Smooth Striking-Off Process
Drawing on our experience assisting clients with company closures, here are some practical tips to ensure the process goes as smoothly as possible:
- Settle all debts first — Pay off any outstanding amounts owed to suppliers, creditors, government agencies, and employees before applying.
- Close all bank accounts — Distribute any remaining funds to shareholders and close the company’s bank accounts. Remember, any assets remaining at the time of dissolution will vest in the Government.
- Cancel licences and permits — If the company holds any business licences or permits, ensure these are cancelled before or during the strike-off process.
- File all outstanding returns — Ensure all annual returns and tax filings are up to date. Outstanding filings are one of the most common reasons for delays.
- Notify stakeholders — Inform business partners, clients, and service providers that the company is being wound down.
- Keep records for five years — Even after dissolution, officers must retain the company’s books and records for at least five years.
- Engage a corporate service provider — A professional CSP can manage the entire process on your behalf, ensuring nothing falls through the cracks.
How Raffles Corporate Services Can Help
Closing a company involves more than just filing a form — it requires careful coordination between ACRA, IRAS, and other agencies to ensure that all obligations are met and the process proceeds without hitches. At Raffles Corporate Services, our experienced corporate compliance team can guide you through every step of the striking-off process, from obtaining tax clearance to filing the application on BizFile+ and monitoring the Gazette notice period.
Whether you need to close a dormant company, shut down a business that has ceased trading, or simply want to tidy up your corporate portfolio, we are here to help. Contact us today to discuss your requirements.
— The Editorial Team, Raffles Corporate Services