Short answer: ACRA and IRAS define a dormant company differently. ACRA asks whether any accounting transactions occurred, which can remove the audit, financial statements and AGM. IRAS asks whether the company did business or earned any income, which can lead to a Form C-S filing waiver. The ACRA annual return is still due every year.
Key facts at a glance
- ACRA: a company is dormant during a period in which no accounting transaction occurs. Section 205B of the Companies Act 1967 exempts a dormant company from audit.
- Section 201A exempts a dormant relevant company from preparing financial statements if total assets did not exceed S$500,000 at any time in the financial year and it is not listed or a subsidiary of a listed company.
- IRAS: a company is dormant for a Year of Assessment if it did not carry on business and had no income for the whole basis period. Interest on a fixed deposit is enough to break dormancy.
- A dormant company must still file its tax return by 30 November each year unless IRAS grants a waiver. With a waiver, no ECI is required either.
- Every live company, dormant or not, must file an annual return with ACRA. A company secretary and registered office are still required.
- Voluntary striking off through Bizfile has no ACRA fee and takes at least three months after approval.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
We have written before about which statutory records a dormant company must still keep and about incorporating a company that stays dormant. This guide brings the ACRA and IRAS rules together into one decision: is your company really dormant, what can it stop doing, what must it keep doing, and is it cheaper to keep it or close it?
Is my company dormant? It depends on who is asking
ACRA and IRAS use two different tests, and a company can pass one and fail the other. Check both before you rely on any exemption.
| Question | ACRA (Companies Act) | IRAS (Income Tax) |
|---|---|---|
| Test | No accounting transaction during the period. ACRA describes this as no significant accounting transactions, meaning transactions that affect the financial statements. | Did not carry on business and had no income for the whole basis period. |
| Ignored items | Certain transactions are disregarded, such as taking up shares on formation, appointing a secretary or auditor, maintaining a registered office and keeping registers. | Owning investments is fine, but any income from them (interest, dividends, rent) means the company is not dormant. |
| What it unlocks | Audit exemption (s205B); exemption from preparing financial statements (s201A) for a dormant relevant company; exemption from holding an AGM if conditions are met. | A simplified “Form for Dormant Company”; or a waiver from filing Form C-S, Form C-S (Lite) or Form C altogether. |
| What it does not remove | Annual return, secretary, registered office, registers. | The duty to tell IRAS within one month if business or income restarts. |
A common example: a holding company with a fixed deposit and no trade. If the deposit earned interest, IRAS treats the company as not dormant for that Year of Assessment, even if ACRA might still regard it as having few transactions. Expenses paid from the company’s own bank account, such as professional fees, may also count as accounting transactions, so ask your accountant to confirm the position before the company relies on the ACRA exemptions.
What does ACRA still require from a dormant company?
The annual return. ACRA states that every company listed as live must file an annual return each year, including inactive or dormant companies and companies with an IRAS tax waiver. For a non-listed company it is due within seven months after financial year end.
Audit
Section 205B of the Companies Act 1967 exempts a company from audit if it has been dormant since formation or since the end of the previous financial year. ACRA notes that this exemption is not limited to private companies.
Financial statements
Under section 201A, a dormant relevant company need not prepare or file financial statements if all of these apply:
- total assets did not exceed S$500,000 at any time during the financial year (or, for a parent, consolidated group assets did not exceed S$500,000);
- it has been dormant since formation or since the end of the previous financial year; and
- it is not a listed company or a subsidiary of a listed company.
AGM
ACRA states that a private company does not need to hold an AGM if it is dormant, not listed (or a listed company’s subsidiary) and has total assets of S$500,000 or less. Alternatively, members of any private company can resolve to dispense with AGMs. Either way, you must declare the AGM position when you file the annual return. See our note on when a private company can skip the AGM.
Officers and registers
Dormancy does not suspend the basic corporate requirements: at least one locally resident director, a company secretary, a registered office in Singapore, and up-to-date registers including the register of registrable controllers.
What does IRAS require from a dormant company?
A tax return every year by 30 November, unless IRAS has granted a waiver. A dormant company can use IRAS’s simplified “Form for Dormant Company” on myTax Portal, which needs only two fields and no financial statements.
Applying for the Form C-S waiver
IRAS will release a dormant company from filing Form C-S, Form C-S (Lite) or Form C if:
- it is dormant and has filed its tax returns, financial statements and tax computations up to the date it ceased business;
- it owns no investments, or if it does, derives no income from them; and
- it has no intention to recommence business within the next two years.
The process is as follows:
- Cancel GST registration first if the company is GST-registered. IRAS will not grant the waiver to a GST-registered company.
- Apply through the “Apply for Waiver/ File last Form C-S/ C (Dormant/ Striking Off)” digital service on mytax.iras.gov.sg. Paper applications are only accepted in specific circumstances.
- Within 21 days of applying, file any outstanding returns for advance Years of Assessment, with financial statements and tax computations where applicable, or the waiver will be rejected.
- Once granted, IRAS stops issuing tax returns from that date. You do not reapply every year, and no Estimated Chargeable Income (ECI) is required.
A newly incorporated company that has been dormant since incorporation can also apply if it is likely to stay dormant for at least the next two years.
If business or income restarts
IRAS requires the company to notify it within one month of recommencing business or receiving any income, using the Recommencement of Business form. IRAS states that failing to do so is an offence.
Losses and capital allowances
A dormant company cannot claim capital allowances or deduct expenses for a Year of Assessment in which it is dormant. Unutilised losses from earlier, non-dormant years can still be carried forward if the shareholding test is met. Our guide to the shareholding test explains how that works.
Should I keep the company dormant or strike it off?
Keep it dormant if you have a real plan to use it, such as a name, licence, bank relationship or structure you will need. Strike it off if you do not, because a dormant company still costs money and director time every year.
| Factor | Keep dormant | Strike off |
|---|---|---|
| Ongoing filings | Annual return every year; tax return or waiver; registers kept up to date | None once the company is struck off |
| Ongoing cost (RCS fees) | Annual Corporate Package S$600 a year (includes the S$60 ACRA annual return fee and a named secretary), plus Registered Office S$200 a year if needed | One-off: striking off from S$300 (existing clients) or from S$500 (new clients) |
| Resident director | Still required; a nominee director from S$2,000 a year plus a S$3,000 refundable deposit if you have none | Not required after dissolution |
| Restarting business | Immediate; notify IRAS within one month | Must incorporate a new company or apply to restore |
| Assets and liabilities | Can hold assets | Must own nothing and owe nothing before applying |
Can I strike off a dormant company?
Yes, if it meets ACRA’s criteria: it has stopped trading or never started, has no unpaid debts or unresolved issues with any government agency, has no charges registered, is not in legal proceedings or under regulatory action, owns nothing and owes nothing, and all or a majority of directors agree. ACRA charges no fee for the application, and the process takes at least three months after approval to allow objections. Check for outstanding tax credits first, because on dissolution they pass to the Insolvency and Public Trustee’s Office. Our full striking off guide walks through the steps.
What happens if a dormant company simply stops filing?
It does not quietly disappear. Late annual returns attract penalties of S$300 or S$600, and ACRA may offer compositions or prosecute. ACRA can also strike off a company it believes is not carrying on business under section 344(1), and directors of three or more companies struck off by ACRA within five years face disqualification under section 155A.
A decision checklist for directors
- Confirm whether any accounting transaction occurred in the financial year (ACRA test).
- Confirm whether the company carried on business or received any income, including interest (IRAS test).
- Check total assets against the S$500,000 threshold for the financial statements and AGM exemptions.
- File the annual return on time, declaring the correct AGM and financial statements position.
- File the Form for Dormant Company by 30 November, or apply for the waiver if you expect two or more years of dormancy.
- Decide, once a year, whether the company still earns its keep. If not, clear its assets and liabilities and strike it off.
Frequently asked questions
Does a dormant company need to file an annual return?
Yes. ACRA requires every live company to file an annual return each year, including dormant companies and companies that IRAS has released from filing tax returns.
Does a dormant company need audited accounts?
No, if it has been dormant since formation or since the end of the previous financial year, section 205B exempts it from audit. If it is also a dormant relevant company with total assets of S$500,000 or less, it need not prepare financial statements at all.
My company earned only bank interest. Is it dormant for tax?
No. IRAS treats any income, including interest from fixed deposits, as breaking dormancy for that Year of Assessment. The company must file a normal Form C-S, Form C-S (Lite) or Form C.
Do I need to file ECI for a dormant company?
Not if IRAS has granted the waiver from filing tax returns. IRAS states that a company granted a waiver need not file ECI.
Can a dormant company keep a registered office and secretary to save money?
No. A dormant company still needs a company secretary and a registered office in Singapore. At RCS the registered office is only provided together with the Annual Corporate Package.
Official references: IRAS on dormant companies and ACRA on financial statement filing requirements and exemptions.
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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Last reviewed: 4 October 2026. The Editorial Team, Raffles Corporate Services.