Receiving notice that your company has been struck off the Register of Companies is alarming — but it is not necessarily the end of the road. In Singapore, a struck-off company can be reinstated, either through an administrative route with ACRA or, where that route is unavailable, by making a formal application to the High Court. This guide explains exactly what “struck off” means, when a court application is necessary, how the process works step by step, and what you must do after the court orders reinstatement.
Whether you are a former director, a shareholder, or a creditor who has just discovered that the company you are dealing with no longer exists on the register, this guide will help you understand your options and what engaging a Singapore lawyer to bring a reinstatement application involves.
What Does “Struck Off” Mean?
When a Singapore company is “struck off”, the Accounting and Corporate Regulatory Authority (ACRA) removes it from the Register of Companies maintained under the Companies Act 1967. Once struck off, the company ceases to exist as a legal entity. It can no longer own property, enter into contracts, sue or be sued, or carry on any business.
ACRA may strike off a company under Section 344 of the Companies Act on either of two grounds:
- Administrative striking off: ACRA has reasonable cause to believe the company is no longer carrying on business — for example, where the company has failed to file annual returns, respond to statutory notices, or maintain a registered office.
- Voluntary striking off (application by directors): The directors apply to ACRA to have the company struck off under Section 344A(7) where the company has no assets, no liabilities, is not carrying on business, and has settled all outstanding obligations with IRAS and other government agencies.
Consequences of Being Struck Off
The moment a company is struck off, the legal consequences are immediate and far-reaching:
- All assets belonging to the company at the time of striking off vest in the Government of Singapore as bona vacantia (ownerless property) under Section 346 of the Companies Act.
- Any pending legal proceedings by or against the company are immediately stayed — there is no surviving legal entity to be a party to litigation.
- Bank accounts are frozen. The company’s bankers will receive notice of the striking off and will not permit further transactions.
- Contracts and leases to which the company is a party become problematic — counterparties have no existing legal entity with whom to deal.
- Employees — if any remain — technically lose their employer.
- Any licences, approvals, or permits held by the company lapse.
These consequences explain why reinstatement is often urgently sought: an unexpected striking off can paralyse a business overnight.
Two Routes to Reinstatement
Singapore law provides two distinct pathways to reinstate a struck-off company. Which route applies depends primarily on how long ago the company was struck off and who is making the application.
Route 1 — Administrative Reinstatement via ACRA (Section 344A)
Under Section 344A of the Companies Act, any of the following persons may apply directly to ACRA (without going to court) to reinstate the company:
- A person who was a director or member of the company at the time it was struck off
- A creditor of the company at the time of striking off
- Any other person who can demonstrate that they have a sufficient interest in the reinstatement
Administrative reinstatement is only available if the application is made within 6 years of the date of striking off. It is quicker, cheaper, and does not require legal proceedings. ACRA’s processing fee for an administrative reinstatement application is S$200 (as of 2026). However, ACRA may refuse the application if, for example, the company’s prior officers are disqualified, outstanding tax matters remain unresolved, or the reinstatement would be prejudicial to the public interest. You can also check our guide on how to strike off a Singapore company for the context of that process.
Route 2 — Court Application (Section 344(5))
Where the 6-year window for administrative reinstatement has closed, or where ACRA refuses an administrative reinstatement application, the only remaining option is to apply to the High Court of Singapore under Section 344(5) of the Companies Act. The court has jurisdiction to order reinstatement if it is satisfied that it is just and equitable to do so. The application may be made by:
- Any person aggrieved by the striking off (typically a former director, member, or creditor)
- A liquidator — where the company had been in liquidation
The court route is available for up to 15 years after the date the company was struck off, giving a substantially longer window than the administrative route. Beyond 15 years, reinstatement becomes practically impossible without exceptional circumstances.
When Must You Use the Court Route?
You must apply to court (rather than ACRA administratively) in any of the following situations:
- The company was struck off more than 6 years ago.
- ACRA has rejected your administrative reinstatement application and you wish to challenge or go around that rejection.
- You need to restore the company specifically to pursue or defend litigation — courts look favourably on applications to reinstate where a valid cause of action against a third party would otherwise be extinguished.
- The company had significant property that vested in the government as bona vacantia upon striking off, and you wish to recover it.
- Circumstances exist where ACRA’s administrative process would be too slow or inadequate — for instance, where a court-supervised reinstatement with conditions is needed.
Step-by-Step: The Court Application Process
Step 1 — Engage a Singapore Lawyer (Essential)
Court proceedings in Singapore must be conducted by an Advocate and Solicitor of the Supreme Court of Singapore. You cannot file a reinstatement application yourself as a layperson. Engage a law firm with experience in corporate and company law as early as possible — delays can erode the 15-year window and complicate asset recovery.
Step 2 — Conduct Pre-Application Due Diligence
Before filing, your lawyer will need to verify:
- The exact date the company was struck off (from ACRA BizFile+).
- The reason for the striking off (administrative or voluntary).
- Whether the 15-year window is still open.
- Whether any assets have vested in the Government — if so, the Singapore Land Authority (SLA) and the Official Receiver should be notified of the intended application.
- Whether any other creditors or members have an interest in the reinstatement, as they may need to be served or given notice.
- The company’s tax standing with IRAS — any outstanding tax liabilities must ordinarily be resolved before or as a condition of reinstatement.
Step 3 — Prepare and File the Originating Application
The application is made by way of Originating Application (formerly Originating Summons) filed in the General Division of the High Court. The application must be supported by an affidavit setting out:
- The identity and standing of the applicant (e.g., former director, shareholder, or creditor).
- The full history of the company and the circumstances of the striking off.
- The reason(s) why reinstatement is sought and why it would be just and equitable.
- A statement that all the company’s liabilities (including tax and CPF obligations) are being addressed.
- Any assets that have vested in the Government and the steps proposed to deal with them.
Step 4 — Serve ACRA and the Attorney-General
The Registrar of Companies (ACRA) must be served with the application as a respondent, as reinstatement directly affects the Register of Companies. In practice, the Attorney-General’s Chambers (AGC) is also notified, particularly where bona vacantia assets are involved, since the Government is the custodian of those assets. ACRA will typically file a short reply indicating whether it objects to or consents to the reinstatement.
Step 5 — Attend the Court Hearing
The matter is heard before a Judge or Registrar of the High Court. In uncontested cases — where ACRA does not object and there are no outstanding issues — the hearing may be brief and the order granted at first instance. In contested cases (for example, where creditors oppose reinstatement or where significant bona vacantia assets are in dispute), fuller arguments will be required and multiple hearings may be necessary.
The court has a wide discretion and may impose conditions on the reinstatement order, such as:
- Filing all outstanding annual returns within a specified period.
- Paying outstanding IRAS tax assessments before the reinstatement takes effect.
- Appointing a specific person as director to ensure immediate post-reinstatement compliance.
Step 6 — Reinstatement Takes Effect
Once the High Court makes the reinstatement order and the order is lodged with ACRA via BizFile+, the company is treated as if it had never been struck off — it is deemed to have continued in existence throughout the intervening period. Any property that had vested in the Government as bona vacantia revests in the company (subject to any disposition the Government may have made of it in the interim). Third parties who dealt with the company during the struck-off period may have their transactions validated by the court order.
Documents Required for the Court Application
| Document | Notes |
|---|---|
| ACRA BizFile+ search / Certificate of Striking Off | Confirms the date and reason of striking off |
| Company’s last filed annual return and financial statements | Helps establish the company’s historical activities |
| Applicant’s proof of standing | Share register extract (member), ACRA director search (director), proof of debt (creditor) |
| Supporting affidavit | Drafted by your lawyer — explains grounds for reinstatement |
| IRAS tax clearance letter or status confirmation | Courts generally require evidence that tax obligations are addressed |
| CPF compliance confirmation | If the company had employees |
| Statement of proposed post-reinstatement compliance | Confirms you will file outstanding annual returns, appoint officers, etc. |
| Details of bona vacantia assets (if any) | For SLA / Official Receiver notification |
Timeline and Estimated Costs
The following are indicative timelines and costs as at 2026. Actual costs depend on complexity, whether the application is contested, and whether bona vacantia assets are involved.
| Item | Typical Range |
|---|---|
| Uncontested court application (simple case) | 6–10 weeks from filing to order |
| Contested or complex application | 3–9 months |
| Court filing fees | Approximately S$1,100–S$1,600 (Originating Application + supporting documents) |
| Lawyer’s fees (uncontested) | S$3,000–S$8,000 (estimated; varies by firm) |
| Lawyer’s fees (contested) | S$10,000–S$30,000+ depending on complexity |
| ACRA re-registration fee post-order | S$200–S$400 |
| Outstanding annual returns filing | S$60 per return; late penalty may apply |
What Happens After Reinstatement?
Reinstatement is not the finish line — it is the starting gun for a set of urgent compliance obligations. Once the court order is registered with ACRA and the company is back on the register, you must move quickly to:
- Appoint or reconfirm directors and a company secretary. Singapore requires at least one ordinarily resident director at all times under Section 145 of the Companies Act. If existing directors have resigned or become disqualified in the intervening period, new appointments must be made immediately.
- File all outstanding annual returns. Every unfiled annual return must be submitted to ACRA via BizFile+, with associated penalties for late filing. Your annual compliance checklist will help you track what needs filing.
- Settle IRAS obligations. File any outstanding estimated chargeable income (ECI) and Form C-S/C submissions. Pay all assessed taxes, interest, and penalties.
- Re-open bank accounts. Contact the company’s bankers with a copy of the reinstatement order to unfreeze accounts or, if accounts have been closed, open new ones.
- Notify counterparties. Inform business partners, landlords, suppliers, and customers that the company has been reinstated and can once again enter into legally binding transactions.
- Recover bona vacantia assets (if applicable). Engage the Singapore Land Authority (SLA) or the Official Receiver (for personal property) to arrange for the revesting of assets that had passed to the Government. This may require a separate application or negotiation if the assets have been disposed of.
Common Scenarios Where Court Reinstatement Is Sought
Understanding why companies are reinstated via court helps to assess whether your situation qualifies:
- Dormant company with valuable assets: A company that was struck off while holding real property, intellectual property, or bank balances — often inadvertently, due to missed annual return filings — needs to be reinstated to recover those assets before they are disposed of as bona vacantia.
- Pre-existing litigation or claims: A former customer, supplier, or employee discovers they have a valid claim against a company that has since been struck off. Reinstatement is sought specifically to restore the company as a defendant so the claim can proceed.
- Insurance claims: A third party injured by the company’s activities (e.g., in a road traffic accident involving a company vehicle) applies to reinstate the company to make an insurance claim, since insurance policies cannot be triggered without a surviving insured entity.
- Struck-off more than 6 years ago: The administrative route is closed; court is the only option to recover value.
- Creditor enforcement: A creditor holding an unpaid judgment against the company seeks reinstatement to continue enforcement proceedings.
- Intercompany group restructuring: A group discovered a struck-off holding company through which historic transactions flowed — reinstatement is needed to clean up the group structure and confirm the legal validity of those transactions.
Frequently Asked Questions
Can I reinstate a company without a lawyer?
For administrative reinstatement through ACRA (within 6 years), you can apply directly without a lawyer via BizFile+. However, for a court application, you must engage a Singapore Advocate and Solicitor — court proceedings cannot be conducted by a layperson.
What if the company’s assets have already been sold by the Government?
If bona vacantia assets were sold or disposed of before the reinstatement order is made, the court order cannot compel the Government to return them. However, compensation may be available in some circumstances. This is a significant risk that underlines the urgency of seeking reinstatement as early as possible.
Will outstanding IRAS tax debts block reinstatement?
Unresolved tax obligations do not automatically prevent a court from ordering reinstatement, but the court may impose conditions — including payment or arrangement of payment of all outstanding tax — as part of the reinstatement order. In practice, IRAS and ACRA will flag any outstanding tax issues during the proceedings.
Does reinstatement cure all acts done while the company was struck off?
Section 344(5) of the Companies Act provides that upon a court order for reinstatement, the company is deemed never to have been struck off. This means that acts done in the name of the company during the struck-off period can be ratified and validated. However, transactions with third parties who acted in good faith without knowledge of the intended reinstatement are protected.
Can a foreign company in Singapore be reinstated?
Foreign companies registered as branches in Singapore are struck off under separate provisions. Reinstatement of a foreign branch registration may follow a different process. Consult a Singapore lawyer for advice specific to your foreign entity structure.
Can a director apply if they were disqualified after the striking off?
A disqualified person may apply to court for reinstatement, but the court will scrutinise whether it is appropriate for them to be involved in the reinstated company going forward. The court may impose conditions restricting the role of disqualified individuals.
How Raffles Corporate Services Can Help
Raffles Corporate Services works closely with Singapore law firms experienced in company law court applications. We can assist with the pre-application groundwork — obtaining ACRA records, preparing the compliance history of the company, filing outstanding annual returns, liaising with IRAS on tax matters, and managing all post-reinstatement ACRA filings once the court order is obtained.
We also manage ongoing corporate secretarial services so that once reinstated, your company stays fully compliant and avoids the risk of being struck off again. See our Singapore Company Compliance Calendar and our guide on annual compliance obligations to understand what is required from the moment your company is restored to the register.
For advice on which reinstatement route is right for your situation — administrative through ACRA or court application — contact Raffles Corporate Services and we will refer you to a suitable Singapore lawyer if court proceedings are required.
— The Editorial Team, Raffles Corporate Services