Introduction
When a company becomes dormant, directors and shareholders often assume many compliance obligations automatically fall away. Maintaining Statutory Records for Dormant Companies: What Is Still Required? is the question we address in this article.
Even if a company has no trading activity, certain statutory records and filings remain necessary under the Companies Act and other Singapore legislation. This guide explains what generally remains required, where to file with ACRA and IRAS, and when to seek professional assistance.
Who this applies to
This guidance is for companies incorporated in Singapore that have ceased trading or have no accounting transactions during a financial period. It applies to private companies limited by shares, branches of foreign companies carrying on no business, and companies considering dormancy for cost or administrative reasons.
Key rules and requirements in Singapore
Even in dormancy, Singapore law expects companies to keep certain statutory records and comply with reporting obligations. The following summarises typical requirements; specific circumstances may vary.
Statutory registers and records
- Register of members (shareholders) and any share certificates.
- Register of directors and company secretary, including appointment and resignation dates.
- Register of registrable controllers (beneficial ownership / PSC register).
- Register of charges, if relevant; minutes of directors’ and shareholders’ meetings and written resolutions.
- Copies of the constitution, and records of share transfers or allotments.
Filings with ACRA
- Annual return filings via the ACRA BizFile+ portal remain required unless there is a specific exemption. Details must be kept up to date (e.g. change of registered office, director particulars) and notified within statutory timelines.
- Companies should maintain a registered office address and have a corporate secretary appointment as required by the Companies Act.
Tax and IRAS obligations
- IRAS requires companies to submit income tax filings. Dormant status for accounting purposes does not automatically remove the obligation to file a corporate tax return; companies should check IRAS guidance and file via myTax Portal as required.
- If a company has no income or transactions, it may be possible to notify IRAS of dormancy; confirm procedures and any forms or waivers that may apply.
- Estimated Chargeable Income (ECI) filings or declarations may still be necessary in certain situations.
Audit and financial statements
- The Companies Act requires directors to prepare financial statements. In some cases small companies or truly dormant companies may qualify for audit exemptions, but directors must still prepare accounts and confirm eligibility for exemption under the law.
- Even where an audit is not required, proper books and records should be maintained to support directors’ decisions and any future reactivation.
GST, payroll and employment
- If the company is GST-registered and stops making taxable supplies, consider deregistration to avoid ongoing GST reporting obligations.
- If there are no employees, CPF contributions and payroll reporting will cease, but ensure final CPF filings and Employment Act requirements are completed if staff are terminated.
- Passes such as Employment Pass, S Pass or Work Permits must be cancelled if the employing entity ceases operations.
Step-by-step process
The following practical steps will help ensure statutory records are maintained correctly for a dormant company in Singapore.
- Confirm dormancy: Determine whether the company is dormant for accounting, tax and statutory purposes — dormancy definitions can differ between ACRA and IRAS.
- Secure and maintain statutory registers: Keep registers at the registered office or with your corporate secretary and ensure they are complete and up to date.
- Prepare annual accounts: Even if no transactions occurred, ensure directors prepare financial statements or a statement of accounts; document the basis for any audit exemptions.
- File required returns: Lodge annual returns with ACRA via BizFile+ and fulfil IRAS filing obligations via myTax Portal. Notify the relevant authorities of changes to company particulars.
- Review GST and payroll registrations: Close or suspend registrations where appropriate and handle final CPF filings and employment pass cancellations if there are no staff.
- Keep minutes and resolutions: Record directors’ and shareholders’ decisions regarding dormancy, approvals for exemptions, and any ongoing commitments.
- Seek professional confirmation: Confirm eligibility for audit exemptions or tax filing waivers with a corporate secretary or tax adviser before relying on them.
Common mistakes to avoid
- Assuming dormancy with one agency covers all agencies — ACRA and IRAS treat dormancy differently.
- Failing to keep statutory registers current or accessible at the registered office.
- Neglecting to file annual returns or notifying changes to directors/shareholders within statutory deadlines.
- Not cancelling GST registration or work passes when appropriate, leading to unexpected liabilities.
- Relying on informal records instead of formal minutes and written resolutions.
Practical examples
Example 1: Newly incorporated company with no trading
A private company incorporated in Singapore that has never traded should still keep a register of members, appoint and retain a corporate secretary, maintain a registered office and file its first annual return on BizFile+. Directors should prepare basic financial statements and confirm whether the company qualifies for audit exemption.
Example 2: Previously active company becomes dormant
A company that ceased operations after its last Financial Year End must update ACRA with any changes of officers, keep minutes recording the decision to become dormant, notify IRAS of the change in activity, and consider deregistering for GST if applicable. Payroll and CPF matters should be closed out correctly if staff were let go.
How a corporate secretary can help
A corporate secretary or corporate services provider can:
- Maintain statutory registers and minutes at the registered office.
- Prepare and lodge annual returns on ACRA BizFile+ and assist with IRAS filings via myTax Portal.
- Advise on audit exemption eligibility, GST deregistration and final payroll/CPF matters.
- Provide record-keeping solutions that make reactivation straightforward if trading resumes.
Raffles Corporate Services can help with filings, compliance, accounting, tax and payroll support in Singapore to ensure dormant companies remain compliant while minimising administrative burden.
Frequently Asked Questions
Do dormant companies still need a company secretary?
Yes. Under the Companies Act, companies incorporated in Singapore must have a company secretary. The secretary helps maintain statutory registers and lodgements, even for dormant entities.
Do I need to file tax returns if my company is dormant?
Tax filing obligations depend on IRAS rules. Dormancy for accounting purposes does not automatically remove tax filing requirements. Check IRAS guidance and consider notifying IRAS of dormancy; consult a tax adviser for specific steps.
Can a dormant company be exempt from audit?
In some circumstances companies may qualify for audit exemptions or be treated as small companies, but directors must ensure they meet statutory criteria. Keep proper books and documentation to support any exemption claim.
What records must be kept at the registered office?
Commonly required records include the register of members, register of directors and secretaries, register of registrable controllers, minutes of meetings, and the company’s constitution. These should be accessible at the registered office or with the corporate secretary.
Key takeaways
- Dormancy does not mean the end of statutory obligations; registers and key filings are usually still required.
- Maintain registers, minutes and basic financial statements even if there are no transactions.
- File required returns with ACRA via BizFile+ and check IRAS requirements via myTax Portal.
- Review GST, payroll and work pass matters when operations cease.
- Engage a corporate secretary to reduce compliance risk and simplify ongoing administration.
Requirements may change, so always check the latest guidance from ACRA, IRAS or MOM, or consult a professional adviser.
If you would like to find out more about how Raffles Corporate Services can assist with your company’s compliance and corporate secretarial requirements, please get in touch with the team at [email protected].
Yours sincerely,
The editorial team at Raffles Corporate Services
Disclaimer: This does not constitute legal advice. If you require legal advice, please contact a lawyer.