Introduction
Closing down a business or applying for striking off raises important corporate secretarial, tax and employment obligations. Corporate Secretarial Steps When Closing Down a Business or Striking Off in Singapore sets out the pragmatic sequence of actions directors and company secretaries should consider to meet ACRA, IRAS and MOM requirements.
This article explains who this applies to, key rules under the Companies Act and related legislation, and a practical step‑by‑step process. It also highlights common mistakes to avoid and how a corporate secretary can support an orderly closure.
Who this applies to
This guidance is relevant to:
- Private limited companies resident in Singapore considering voluntary striking off or cessation of business.
- Directors and company secretaries responsible for statutory filings with ACRA and tax filings with IRAS.
- Employers with staff on CPF, Employment Pass, S Pass or Work Permits who must manage employee termination and work‑pass cancellations via MOM.
- Business owners seeking to understand the distinction between striking off and formal liquidation (winding up).
Key rules and requirements in Singapore
Before applying for striking off or completing a closure, you must ensure compliance across multiple regulators. The principal considerations are:
- ACRA (Companies Act) — A company may apply to be struck off the register where it is no longer carrying on business, has no liabilities and meets other statutory conditions. All statutory filings (annual returns, financial statements, changes in officers) must be up to date on the ACRA BizFile+ portal.
- IRAS (Income Tax & GST) — Final income tax obligations must be settled and final tax returns filed. If the company is GST‑registered, you must cancel GST registration and submit a final GST return within the required period.
- CPF and Employment Act — Employers must make final CPF contributions for Singaporean and Permanent Resident employees and meet Employment Act obligations for notice, salary, and leave payouts.
- MOM — Employment Pass, S Pass and Work Permit holders must have their work passes cancelled and any required tax clearance (IR21) completed for foreign employees departing Singapore.
- Creditors and Liabilities — A company should have no outstanding creditors, ongoing legal proceedings or unresolved liabilities before applying for striking off. If liabilities exist, winding up may be required.
Step-by-step process
The following process outlines typical corporate secretarial steps when closing a business or applying for striking off in Singapore. The sequence will vary depending on company circumstances.
1. Board decision and cessation of business
- Hold a board meeting and pass a resolution to cease business activities and to commence the striking off/closure process.
- Record the resolution in the company minutes and update statutory registers as required.
2. Communicate with stakeholders
- Notify shareholders, employees, creditors, landlords and suppliers of the intended cessation.
- Provide employees with proper notice or payment in lieu, final payslips and CPF-related documentation.
3. Finalise employee and immigration matters
- Pay all outstanding salaries, bonuses and accrued leave, and make final CPF contributions by the statutory deadlines.
- For foreign employees who will leave Singapore, ensure employers complete tax clearance (IR21) via IRAS at least one day before departure and cancel work passes with MOM.
4. Settle liabilities and close accounts
- Pay outstanding creditors and bank off liabilities.
- Close business bank accounts once all transactions have cleared and arrange final payroll and GST payments.
5. Tax and GST finalisation
- File the company’s final income tax return and settle any tax liabilities with IRAS.
- If GST‑registered, cancel GST registration on the IRAS GST portal and submit a final GST return within the required timeframe.
6. Ensure statutory filings are up to date
- Ensure annual returns and financial statements have been filed on ACRA BizFile+ and that the company secretary has completed required filings up to the date of application.
- Prepare final financial statements and any resolutions required under the Companies Act.
7. Apply for striking off (if eligible) or consider winding up
- Where conditions are met, submit an application to ACRA for striking off the company. ACRA will review and may require further information.
- If the company has outstanding liabilities, creditors or is subject to legal proceedings, consider a formal liquidation (voluntary winding up) and seek professional advice.
8. Retain records
- Maintain statutory records, minutes and accounting books for the retention periods required by law even after striking off.
Common mistakes to avoid
- Assuming ACRA will approve striking off without checking for outstanding liabilities, ongoing investigations or unfiled returns.
- Failing to finalise CPF or IRAS obligations before cessation — this can lead to penalties and delays.
- Not cancelling GST registration in time or overlooking the submission of a final GST return.
- Neglecting work‑pass cancellations and tax clearance (IR21) for foreign employees, which can affect future pass applications.
- Poor documentation: failing to record board resolutions, minutes and shareholder consents required for the closure process.
Practical examples
Example 1: Small trading company with no liabilities
- If a private company ceases trading, has settled all debts and filed all returns, directors may apply for striking off. The company secretary would ensure ACRA filings are current and assist with the BizFile+ submission.
Example 2: Company with employees and GST registration
- An employer terminating staff must calculate final CPF contributions, issue final payslips, cancel GST registration and submit final GST and income tax returns. IRAS and MOM obligations for foreign employees must be completed prior to striking off.
Example 3: Company with creditors
- A company with outstanding creditors cannot be struck off. Directors should consider formal winding up or negotiate settlements with creditors with professional support.
How a corporate secretary can help
A corporate secretary plays a central role in coordinating the closure process and ensuring compliance with ACRA and statutory requirements. Typical support includes:
- Preparing and filing board resolutions, minutes and statutory forms on ACRA BizFile+.
- Co‑ordinating final filings with IRAS (final tax returns, GST cancellation) and advising on tax clearance obligations.
- Assisting with employee termination processes, CPF finalisation and MOM work‑pass cancellations.
- Advising on whether striking off is appropriate or whether formal winding up is required, and liaising with accountants and lawyers where necessary.
Raffles Corporate Services can assist with these filings and provide compliance, accounting, tax and payroll support to help ensure an orderly closure.
Frequently Asked Questions
How long does a striking off application take with ACRA?
Timing varies. ACRA will examine the application and may request additional information. If the application meets ACRA’s conditions and no objections are received, the process can take several weeks. Delays occur if there are outstanding filings or liabilities.
Can I apply for striking off if the company has unpaid taxes?
No. IRAS must confirm that tax liabilities are settled. Unpaid taxes or unfiled returns will typically prevent ACRA from approving a striking off until IRAS obligations are resolved.
What happens to employees when a company is struck off?
Employees must be properly terminated in accordance with the Employment Act and employment contracts. Employers must make final CPF contributions, pay all entitlements and, where relevant, complete tax clearance for foreign employees and cancel work passes with MOM.
Is striking off the same as liquidation?
No. Striking off is a simpler administrative removal from the register for companies with no liabilities. Liquidation (winding up) is a formal insolvency process involving a liquidator and is required if the company cannot pay its debts or if creditors petition for winding up.
Key takeaways
- Confirm the company has ceased business and has no outstanding liabilities before applying for striking off.
- Ensure all ACRA filings, IRAS tax returns (including GST) and CPF obligations are finalised.
- Manage employee terminations and MOM work‑pass cancellations correctly to avoid penalties.
- Keep accurate records of board resolutions and statutory filings; a corporate secretary can co‑ordinate these tasks.
- Where liabilities or disputes exist, consider formal winding up and seek professional advice.
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
Requirements may change, so always check the latest guidance from ACRA, IRAS or MOM, or consult a professional adviser.
Disclaimer: This does not constitute legal advice. If you require legal advice, please contact a lawyer.