Singapore has long allowed a struck-off or dissolved company to be brought back to life through restoration to the register. Until now, the test for restoration focused mainly on whether the company was genuinely operating, or whether it was otherwise “just” to restore it. The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) changes that calculus. It introduces mandatory grounds on which the Accounting and Corporate Regulatory Authority (ACRA) and the Court must refuse restoration, closing a gap that previously existed between the rules for incorporating a new company and the rules for reviving a struck-off one.
This article looks specifically at that new refusal filter: what it says, why it was introduced, and what a legitimate director, shareholder or creditor now needs to show to avoid an application being turned away. It assumes you are already familiar with the general restoration process; if you need that primer first, see our articles on company reinstatement and restoring statutory registers and on objecting to an ACRA strike-off.
1. What the Application Is
Restoration is the legal process of putting a struck-off or dissolved company back onto ACRA’s register, so that it is treated (for most purposes) as if it had never been removed. There are two distinct routes under the Companies Act 1967:
Administrative restoration
Made directly to the Registrar (ACRA) under the Companies Act 1967 restoration provisions (the section 344 series, as most recently amended by CALA 2025). This route is available to former directors or former members within a limited window after striking-off, is largely paper-based, and does not require a court hearing. It is the cheaper and faster option, but only available where the facts are straightforward and uncontested.
Court-ordered restoration
Made by originating application to the General Division of the High Court under the same restoration provisions. This route is used where the administrative route is unavailable (for example, the six-year window for court applications has not lapsed but the administrative window has, or the company was wound up and dissolved rather than merely struck off), or where the facts are contested and need judicial determination.
Both routes exist to reverse what is otherwise a fairly blunt administrative act, an ACRA strike-off for failing to file annual returns, or a dissolution following winding up, where the company (or a party with a stake in it) still has a legitimate need for the entity to exist: to recover assets, complete a transaction, defend or pursue litigation, or simply because the strike-off was a mistake.
2. Legal Basis: What CALA 2025 Actually Changed
The Corporate and Accounting Laws (Amendment) Act 2025 was passed in Parliament on 5 November 2025, with provisions commencing in phases from 6 May 2026. Among its stated aims was tightening safeguards against the misuse of companies for unlawful purposes.
Before CALA 2025, the Registrar already had a discretion to refuse registration of a new company on two grounds: (i) the company is likely to be used for an unlawful purpose or for a purpose prejudicial to public peace, welfare or good order in Singapore, or (ii) registration would be contrary to Singapore’s national security or national interest. However, the law did not explicitly extend that same screening to applications to restore a struck-off or dissolved company. In practice, a company with those risk markers would ordinarily not have been restored, but the statutory basis for refusing it was not spelled out.
CALA 2025 closes that gap. It amends the Companies Act 1967 restoration provisions so that both the Registrar (on an administrative restoration application) and the Court (on a court restoration application) must refuse to restore a company where either of the same two grounds is made out. This brings restoration into line with the existing refusal grounds for fresh incorporation, and with the public-interest grounds already recognised in the Insolvency, Restructuring and Dissolution Act 2018 for winding up.
We recommend applicants check the finalised section numbering and commencement date directly on Singapore Statutes Online and on ACRA’s Corporate and Accounting Laws (Amendment) Act 2025 page before filing, as commencement is phased and the precise clause numbers as enacted should be confirmed against the gazetted Act rather than the earlier Bill.
3. Who Can Apply
The categories of eligible applicant are unchanged by CALA 2025; what has changed is the screening they must now pass. Typical applicants include:
- Former directors, most commonly where the company was struck off for a compliance lapse (missed annual return, no local director) rather than genuine cessation of business.
- Former members or shareholders, who may need the company restored to deal with shares, dividends, or a pending sale.
- Creditors, who were owed money at the time of striking-off or dissolution and need the company to exist again to pursue a claim or enforce a judgment.
- Liquidators, in the case of a company that was dissolved following winding up, where further assets or liabilities come to light after dissolution.
- Any other person who can show they are “aggrieved” by the striking-off or dissolution, a broader residual category the Court has interpreted to include those with a genuine legal or financial interest in the company’s continued existence.
Directors who were disqualified or are the subject of separate proceedings should note that a restoration application does not cure an underlying disqualification; see our article on director disqualification and court proceedings in Singapore if that applies to your situation.
4. Step-by-Step Process, Including the New Screening
- Confirm the correct route. Check whether the company is eligible for administrative restoration (within the applicable time window and category of applicant) or whether a court application is required.
- Gather supporting documents. Evidence of the company’s activity before striking-off, the reason restoration is needed, and the identity and standing of the applicant (see the documents table below).
- Self-screen against the refusal grounds before filing. This is the step CALA 2025 makes essential. Applicants should honestly assess, and be ready to address in their supporting affidavit or ACRA submission, whether there is anything about the company’s intended activities, its beneficial ownership, its past conduct, or its connections that could be read as raising an unlawful-purpose or national security concern. Where the company’s business involves regulated activities, cross-border structures, or shareholders or directors who are not Singapore-resident, it is worth addressing this proactively rather than waiting for it to be raised.
- File the application. Administrative restoration is filed with ACRA via BizFile+ together with outstanding annual return and financial statement filings. Court restoration is filed as an originating application in the General Division of the High Court, typically supported by an affidavit.
- Registrar or Court screening. The Registrar (or, in a contested case, the Court on the evidence before it) now considers, as a mandatory step, whether either refusal ground applies. This is in addition to considering whether the substantive restoration test (genuine operation, or otherwise just and equitable to restore) is met.
- Order or approval, and notification. If restoration is approved, the order (court route) or approval notice (administrative route) is lodged with ACRA and the register is updated to show the company as live.
- Post-restoration compliance. Outstanding annual returns, financial statements, and any other lapsed filings are brought up to date, and statutory registers are reconstituted.
If ACRA rejects an administrative application, or if the Court refuses a restoration order, an applicant who believes the refusal itself was wrongly reached (for example, on a mistaken factual basis) may in some circumstances have recourse to judicial review of that administrative decision; our article on judicial review and challenging a government decision in Singapore explains that separate and narrower avenue.
5. Documents Required
| Document | Purpose | Administrative Route | Court Route |
|---|---|---|---|
| Notice of striking-off or dissolution | Confirms the date and basis of removal from the register | Required | Required |
| Outstanding annual returns and financial statements | Brings the company’s filing history up to date | Required to be filed with application | Usually required before or shortly after the order |
| Statement of reasons for restoration | Explains why restoration is needed (asset recovery, litigation, correcting an error, ongoing business) | Required | Set out in supporting affidavit |
| Evidence of the company’s activity or assets at the time of striking-off | Supports the substantive “genuine operation” or “just and equitable” test | Recommended | Required |
| Identity and standing documents for the applicant | Confirms the applicant is a former director, member, creditor or liquidator with a proper interest | Required | Required |
| Declaration or submission addressing the CALA 2025 refusal grounds | Confirms the company is not likely to be used for an unlawful purpose and restoration is not contrary to national security or interest | Increasingly expected in practice | Recommended, especially where ownership or activities could invite scrutiny |
| Consent of creditors, where applicable | Relevant where restoration affects a creditor’s claim or a dissolved company’s assets | Case-dependent | Case-dependent |
| Court order (for administrative applications relying on an earlier order, or vice versa) | Evidences any prior related order | Case-dependent | Case-dependent |
6. Timeline and Costs
| Stage | Administrative Route | Court Route |
|---|---|---|
| Preparation of documents and outstanding filings | 1 to 3 weeks | 2 to 6 weeks |
| ACRA or Court processing | Typically a few weeks, longer if the refusal-ground screening raises queries | Several weeks to a few months, depending on the Court’s list and whether the application is contested |
| ACRA filing fees | Modest statutory fee per application, plus late lodgement penalties for outstanding filings | Court filing fees, plus ACRA lodgement fee for the order |
| Professional fees (corporate secretarial and, where needed, legal) | Generally lower, given no court hearing | Higher, reflecting affidavit preparation and hearing attendance |
| Overall indicative timeline | Roughly 1 to 2 months from a straightforward, well-documented application | Roughly 2 to 6 months, longer if contested or if the refusal grounds require further evidence |
These are indicative ranges only. Costs and timelines vary with the complexity of the company’s history, the number of outstanding filings, and whether any party opposes the application.
7. What Happens After the Order, or After a Refusal
If restoration is granted
The company is treated, for most purposes, as if it had never been struck off or dissolved: contracts, property and legal proceedings continue as though there had been no gap. Outstanding statutory filings must be brought current, and directors should reconstitute statutory registers and, where relevant, address any lapsed compliance obligations such as those touching on beneficial ownership disclosure. Our article on ACRA Form 45 and money laundering compliance is a useful cross-reference for restored companies that need to bring beneficial ownership filings up to date.
If restoration is refused on the new grounds
A refusal under the unlawful-purpose or national-security ground is a serious outcome and is likely to be accompanied by limited reasons, given the sensitivity of the underlying concern. An applicant in this position should take independent legal advice promptly. Depending on the facts, options may include seeking further particulars from the Registrar, addressing specific concerns with additional evidence, or, in appropriate cases, judicial review of the decision-making process (as opposed to the merits) if there is a basis to say the decision was legally flawed.
If restoration is refused on the ordinary substantive test
Where refusal is simply because the Registrar or Court was not satisfied the company was genuinely operating or that restoration is just and equitable, the applicant can usually re-apply with stronger evidence, or pursue the court route if the administrative route has been exhausted.
8. Frequently Asked Questions
Does CALA 2025 make restoration harder for every applicant?
No. For the overwhelming majority of restorations, which involve a company struck off for a missed annual return or similar compliance lapse, the new grounds will simply not be engaged. The change is targeted at the small minority of cases where there is a genuine concern about unlawful use or national security, not a general tightening of the ordinary test.
Who decides whether the refusal grounds apply?
The Registrar (ACRA) makes that assessment on an administrative restoration application. On a court restoration application, the Court considers the point on the evidence before it, and may have regard to any submissions from the Registrar or other relevant authorities.
Can a restoration be refused even if the applicant is not personally implicated in any wrongdoing?
Potentially, yes. The test looks at whether the company itself is likely to be used for an unlawful purpose or would be contrary to national security or interest if restored, not solely at the personal conduct of the applicant. This is why documenting the company’s intended activities and ownership clearly matters.
Is there a time limit to apply for restoration?
Yes. The time limits under the existing Companies Act 1967 restoration provisions are unchanged by CALA 2025: administrative restoration has a shorter window from the date of striking-off, while court restoration generally has a longer window (commonly cited as up to six years), though the precise periods depend on the basis for removal and should be confirmed for your specific situation.
What if the company was dissolved after winding up, rather than struck off for non-filing?
Dissolution following winding up is generally addressed via court restoration rather than the administrative route, and the same refusal grounds under CALA 2025 apply equally to that pathway.
Should I get legal advice before applying?
If your company’s history, ownership structure, or intended activities could plausibly attract scrutiny under either refusal ground, yes. Even where they clearly would not, a court restoration application is a legal proceeding and benefits from experienced counsel.
Need Help With This Matter?
If your company is facing this situation, Raffles Corporate Services can assist with the groundwork, ACRA filings, compliance documentation, and coordinating with experienced Singapore law firms. For matters requiring court proceedings, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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This article is for general information only and does not constitute legal advice. For advice specific to your situation, please consult a qualified Singapore Advocate and Solicitor.
. The Editorial Team, Raffles Corporate Services