Closing a Singapore company is sometimes the right business decision — and “striking off” is the cheapest, fastest, and most common route, provided your company qualifies. It’s an administrative process under the Companies Act 1967 (you may know it by its older name, the Companies Act, Cap. 50) that allows ACRA to remove a defunct or dormant company from the register without going through full liquidation.
This 2026 guide walks Singapore directors and shareholders through eligibility, documentation, the actual ACRA process, common pitfalls, and what to do if the application is rejected. If you’re winding things down, read this before filing anything.
What Is Striking Off, and How Is It Different from Liquidation?
Striking off is the process of removing a company’s name from ACRA’s register so it ceases to exist as a legal entity. It is governed by Section 344 of the Companies Act 1967 and is intended for companies that are no longer carrying on business and have no outstanding liabilities. You can read the actual provision on Singapore Statutes Online.
Liquidation, by contrast, is a more formal winding-up process — usually appointing a liquidator, realising assets, paying creditors, and ultimately dissolving the company. Liquidation is the right route where the company has assets to distribute, creditors to pay off, or where there is any dispute. Striking off is for clean, dormant shells. Picking the wrong route wastes money: a members’ voluntary liquidation can cost S$5,000–S$15,000 in professional fees, while striking off via ACRA’s Bizfile portal is essentially free (the application itself attracts no government fee).
Eligibility: When Can You Strike Off?
ACRA will only approve a striking-off application if the company satisfies all of the following criteria. If even one item fails, you’ll need to fix it before applying — or use liquidation instead.
1. The company has ceased operations or has not commenced business
The company must not be carrying on business. Companies often confuse “no revenue” with “ceased operations.” If you’re still issuing invoices, holding active contracts, employing staff, or maintaining a GST registration, you are still carrying on business.
2. No outstanding tax liabilities with IRAS
You must obtain tax clearance from IRAS before applying. Practically, that means filing all outstanding Form C-S/C corporate income tax returns, ECI returns and GST F5/F8 returns, settling any tax owing, and de-registering for GST if applicable. IRAS’ guidance on closing a Singapore business is on the IRAS website. See also our 2026 corporate tax filing guide for the year-end mechanics.
3. No outstanding debts to government agencies and creditors
This includes CPF Board, MOM (e.g. for any unpaid foreign worker levies), customs, and any commercial creditors. ACRA will object to a strike-off if anyone files a credible objection within 60 days of the gazette notice.
4. No outstanding charges in the company’s register
Any registered charges (e.g. bank security over assets) must be discharged via Form 18 with ACRA before applying.
5. Company is not involved in any legal proceedings
If the company is the subject of, or party to, any pending court or tribunal proceedings (in Singapore or overseas), strike-off is not permitted.
6. No assets and no liabilities at the date of application
The company’s balance sheet must be flat. Cash in the bank counts as an asset — close all corporate bank accounts before filing, or distribute residual cash to shareholders as a return of capital, and document it properly. A common mistake is forgetting a S$50 balance in a dormant DBS or OCBC account; the bank later writes you to confirm closure and the strike-off gets stuck.
7. Majority shareholder consent
You need shareholders holding the majority of the issued ordinary shares to approve the application — typically documented via a directors’ resolution and a special or ordinary written resolution depending on the constitution. See our guide to board resolutions in Singapore for templates.
Step-by-Step: How to File for Striking Off
The process is filed entirely through the ACRA Bizfile+ portal. Here’s the practical sequence we walk our clients through.
Step 1: Pre-application housekeeping (allow 1–2 months)
- File final Form C-S/C and final ECI; pay any tax owing.
- Cancel GST registration via myTax Portal if applicable.
- Close all corporate bank accounts (get written closure confirmation).
- Settle CPF, IRAS, and creditor balances.
- Discharge any ACRA-registered charges.
- Cease employment of all staff; submit IR21 for foreign employees.
Step 2: Pass the directors’ and shareholders’ resolutions
Document the decision in a directors’ resolution. Many constitutions also require a written shareholders’ resolution. Keep the originals on file — ACRA may ask to see them.
Step 3: File the application via Bizfile+
Log in to ACRA’s BizFile+ portal using Singpass or CorpPass. Navigate to “Strike Off Local Company” and complete the online form. You will need to confirm the eligibility criteria above. There is no government fee for the application itself.
Step 4: ACRA review and first gazette notice
ACRA reviews the application within about 5–14 working days. If everything is in order, they’ll issue a “striking off notice” and publish a first notice in the Government Gazette giving 60 days for any objection.
Step 5: Second gazette notice and final dissolution
If no objection is received within 60 days, ACRA publishes a second gazette notice and strikes the company off the register. The company is then officially dissolved. End-to-end timeline is approximately 4–6 months.
Common Pitfalls That Get Applications Rejected
Based on common patterns we see, here are the issues that most often derail a strike-off:
- Outstanding tax filings: Even a missed nil ECI from three years ago will trigger an IRAS objection.
- Live bank account: Founders forget a small balance or a dormant SGD account — the strike-off stalls until the account is closed.
- Unfiled annual returns: If your AR is overdue, settle the late filing penalties first. See our AGM and annual return guide for context.
- Outstanding work pass holders: Active EP, S Pass or Work Permit holders mean the company is still operating in MOM’s view. All passes must be cancelled.
- Director not contactable: ACRA writes to the registered office and to directors. If a director has moved overseas without updating ACRA, the notice may go unanswered and the application fails.
- Company is the holder of intellectual property or licences: Trademark or copyright registrations, regulatory licences (MAS, MOM, IMDA) need to be transferred or surrendered first.
Director Obligations During the Strike-Off Window
Striking off does not absolve directors of past liabilities. Section 344(7) of the Companies Act preserves the personal liability of directors and officers for actions taken when the company was alive. Practically, this means:
- Statutory records (registers of members, directors, controllers, accounting records) must be retained for at least 5 years after strike-off.
- If a creditor surfaces later with a valid claim, the company can be restored to the register under Section 344C — within 6 years of strike-off — and directors can be pursued.
- Filings under the AML/CFT regime, including the register of registrable controllers, remain a director’s responsibility up to the point of dissolution.
For ongoing director duty considerations after dormancy, our 2026 director guide covers complementary fiduciary obligations.
What If You Don’t Qualify for Strike-Off?
If the company has assets, liabilities, or active disputes, the right path is members’ voluntary liquidation (solvent company) or creditors’ voluntary liquidation (insolvent). Both are governed by the Insolvency, Restructuring and Dissolution Act 2018 and require appointment of a licensed liquidator. Expect 6–18 months and S$5,000+ in professional costs depending on complexity.
A third path — judicial management or compulsory winding-up by the court — applies in distressed scenarios. These are out of scope for this guide.
Restoration: What Happens If You Need the Company Back?
Under Section 344C, an aggrieved person (e.g. a creditor or former director) can apply to the court to restore the company within 6 years of strike-off. Restoration is at the court’s discretion and reinstates the company as if it had never been struck off. This is one of several reasons to preserve all statutory records and accounting books for the full retention period.
Key Statutory References
- Companies Act 1967 — Section 344 (Striking off) and Section 344C (Restoration). See SSO.
- Insolvency, Restructuring and Dissolution Act 2018 — for liquidation scenarios.
- Income Tax Act — for IRAS tax clearance obligations.
- ACRA practice notes on strike-off — see acra.gov.sg.
Conclusion: When in Doubt, Get It Reviewed
Striking off looks deceptively simple — submit a form, wait six months, done. The reality is that most rejections come from minor housekeeping items that should have been closed out months earlier. A 30-minute pre-application review by an experienced corporate secretary will usually save you a rejected filing and another 6-month cycle.
If you’d like a strike-off readiness review or end-to-end handling of the application, the team at Raffles Corporate Services can help. We also work alongside Singapore Secretary Services for clients who need additional corporate secretarial coverage during the wind-down.
— The Editorial Team, Raffles Corporate Services