Getting a struck-off company restored to ACRA’s register under section 344 of the Companies Act 1967 is only half the battle. The court order fixes the company’s legal status, but it does nothing to fix the gap in your statutory registers, minute book and filing history that opened up the moment the company was dissolved. Directors who treat the restoration order as the end of the process, rather than the start of a clean-up exercise, often discover months later that ACRA considers the company non-compliant all over again — sometimes within weeks of being restored.
This guide is written for directors and company secretaries who have already obtained (or are about to obtain) a court order restoring a struck-off Singapore company, and now need to know exactly what to do with the registers, records and filings that were frozen in time while the company was off the register. It assumes you already understand the court application process itself — for that, see our step-by-step guide on striking off a Singapore company and our companion piece on ACRA striking-off versus court-ordered winding up.
What Restoration Actually Changes — and What It Does Not
Under section 344(5) of the Companies Act 1967, an aggrieved person — typically a former director, member, or creditor — may apply to the Court within six years of the striking-off date to have the company’s name restored to the register. Once the Court order is filed with ACRA via BizFile+, the company’s status changes back to “Live”, and in law the company is treated as if it had never been struck off for the purpose of continuity of contracts, property and legal proceedings.
What restoration does not do is automatically repopulate your statutory registers, reissue lapsed appointments, or file the returns that fell due while the company was dissolved. ACRA’s own guidance confirms that once restored, the company must resume compliance with its ongoing obligations, including annual return filing, going forward. Everything that should have happened during the strike-off window has to be reconstructed by the company’s officers — usually working with a corporate secretarial firm — before the company can be considered current again.
Step 1: Reappoint or Confirm the Company Secretary
A company automatically loses its officers’ active appointment status on dissolution, and in practice most struck-off companies have had no acting secretary for months or years by the time restoration is granted. Section 171 of the Companies Act requires every company to have a company secretary in place within six months of any vacancy, and a restored company is not exempt from this simply because the vacancy arose through no fault of the current directors.
The first practical step after restoration is therefore to pass a directors’ resolution appointing (or re-appointing) a qualified company secretary and lodging the appointment with ACRA within 14 days. Only once a secretary is in place can the rest of the clean-up — annual return preparation, register updates, AGM scheduling — proceed in an orderly fashion. See our detailed guide to company secretary appointment under section 171 for the qualification requirements.
Step 2: Rebuild the Register of Members
The register of members does not legally cease to exist during a strike-off — ACRA’s own records of directors, secretaries and shareholders remain on file, marked as dissolved, and are reactivated on restoration. However, any share transfers, transmissions on death, or allotments that the company’s officers attempted to process informally during the strike-off period (a common but risky practice) will not have been reflected anywhere official, since the company had no legal capacity to allot or register a transfer while it did not exist.
On restoration, the company secretary should reconcile the register of members against ACRA’s BizFile+ extract, confirm there have been no unauthorised or undocumented changes in beneficial ownership during the gap, and formally process (through proper resolutions, dated after restoration) any transfers that were only informally agreed while the company was struck off. Where the register of members needs correction for a period before the strike-off itself, the separate court process under section 194 rectification may apply.
Step 3: Rebuild the Registers of Directors, Controllers and Nominees
Sections 386A to 386AH of the Companies Act require every Singapore company to maintain registers of directors, secretaries, members, and registrable controllers, in addition to any register of nominee directors or nominee shareholders that applies. Because these registers must be kept current at all times, restoration triggers an immediate obligation to bring each one up to date — reflecting any resignations, deaths, or changes in particulars (such as a director’s residential address) that occurred during the strike-off window but were never lodged because the company had no active BizFile+ profile.
Company secretaries should treat this as a full audit rather than a light touch-up: cross-check every register against the officers’ actual current status, obtain fresh Form 45 / 45B consents where an appointment needs to be re-lodged, and update the register of registrable controllers if beneficial ownership has changed since the last filing before strike-off.
Step 4: Catch Up on Annual Returns, AGMs and Financial Statements
This is usually the largest single piece of clean-up work. A company that was struck off for two or three years, then restored, will typically owe two or three years of annual returns under section 197, along with the AGMs (or dispensations under section 175A) and financial statements that should have accompanied them.
The reassuring news is that the Companies Act specifically protects a restored company and its officers from penalties for failing to lay financial statements or hold AGMs during the period between striking off and restoration. That protection, however, only covers the gap period itself — it does not excuse the company from actually catching up once restored, and it does not extend to annual returns due after the restoration date, which must be filed on the normal statutory timeline. Our guides on filing an annual return via BizFile+ and records retention under section 199 are useful references when reconstructing the backlog, since the underlying accounting records will still be needed to prepare the missed years’ financial statements.
Reinstatement Clean-Up Checklist
| Area | What to Check | Typical Deadline After Restoration |
|---|---|---|
| Company secretary | Reappoint if vacant; confirm qualifications | Immediate; lodge within 14 days |
| Register of members | Reconcile against ACRA extract; formalise informal transfers | Before any share dealing resumes |
| Registers of directors/controllers | Update particulars, resignations, RORC changes | Ongoing, kept current at all times |
| Outstanding annual returns | File each missed year in sequence | As soon as financial statements are ready |
| AGMs / financial statements | Prepare and table backlog years, or apply dispensation | Before or alongside overdue annual returns |
| GST and CPF registration | Check status with IRAS/CPF Board; reactivate if lapsed | Before resuming taxable supplies or hiring |
| Bank accounts and charges | Confirm accounts were not closed; check register of charges | Before resuming trading |
Step 5: Reactivate Tax and Statutory Registrations
GST registration, CPF employer registration and any sector-specific licences are typically suspended or cancelled automatically once a company is struck off, since the entity no longer legally exists to hold them. Restoration does not automatically reinstate these registrations — each has to be checked and, where necessary, reapplied for through the relevant agency once the company is back on ACRA’s register and its secretarial position is current.
Bank Accounts and Registered Charges
Banks routinely freeze or close accounts belonging to a struck-off company. On restoration, directors should approach the bank with the restoration order and updated BizFile+ extract to reactivate or reopen accounts, and should separately check the register of charges to confirm no chargeholder took action against company assets during the dissolution period.
Common Mistakes We See After Restoration
The most frequent error is treating the restoration order itself as “the fix” and quietly resuming business without touching the registers at all — leaving the company one ACRA compliance check away from a second strike-off. The second most common mistake is filing a single, generic “catch-up” annual return instead of filing each missed financial year separately with its own set of accounts, which ACRA’s system generally does not accept. The third is overlooking the register of registrable controllers entirely, since it is the register least visible to directors day-to-day but carries its own penalties for being out of date.
How Raffles Corporate Services Can Help
As a registered filing agent and corporate secretarial practice, we regularly manage the post-restoration clean-up for companies that have just come back onto ACRA’s register — sequencing the backlog of annual returns, rebuilding statutory registers, and liaising with auditors and IRAS to bring a reinstated company fully current. If your company has recently been restored, or you are considering an application, we can map out exactly what needs to be done and in what order before you resume trading.
Get in touch with Raffles Corporate Services to discuss your company’s post-restoration compliance position.
— The Editorial Team, Raffles Corporate Services