Striking off a Singapore company is often the last chapter of a business owner’s journey with an entity that has served its purpose, run its course, or never traded at all. When done properly under Section 344 of the Companies Act 1967, the process is quick, inexpensive and painless. When done wrongly — with outstanding tax, unpaid creditors, or unclosed bank accounts — it becomes a compliance mess that can drag on for years and, in worst cases, expose directors to Section 401 prosecution.
This guide walks Singapore business owners through the full ACRA strike-off procedure for a dormant or ceased private limited company in 2026: the eligibility criteria, the pre-application closure steps, the ACRA lodgement itself, the two-month gazette window, and the risks of getting it wrong.
If a company you own has stopped trading and you are ready to wind it down, engage Raffles Corporate Services early. Getting the closure sequence right — tax clearance first, bank closure second, ACRA strike-off last — saves months of back-and-forth with the authorities.
What Is Striking Off, and How Is It Different From Winding Up?
Striking off is an administrative route to dissolving a Singapore company. Under Section 344 of the Companies Act, the Registrar of Companies (ACRA) may strike a company’s name off the register on application by the company itself, provided the company is not carrying on business and has no reason to continue.
This is distinct from winding up, which is a court-supervised or shareholder-driven process under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA). Winding up applies where a company has assets to distribute, has creditors to settle, or is insolvent. Striking off is only available where none of those factors exist — the company is essentially empty and dormant.
Practically, strike-off is the preferred exit for:
- Shell holding companies that never traded.
- Dormant companies whose original purpose has ended.
- Startups whose founders decided against pursuing the business.
- Old operating entities that ceased trading and have paid off all liabilities.
For any company that still has trade creditors, employees, unpaid taxes, or contested claims, winding up (either members’ voluntary, creditors’ voluntary, or court-ordered) is the correct path, not strike-off.
The Eligibility Criteria: ACRA’s Strike-Off Checklist
Before ACRA will approve a strike-off application under Section 344, the applicant company must satisfy all of the following conditions:
- The company has ceased trading, or has not commenced business since incorporation. Companies that have merely paused operations do not qualify — cessation must be genuine and confirmed by the directors.
- No outstanding tax liabilities with IRAS. All corporate tax returns must be filed and any assessed tax paid. Tax clearance letters from IRAS are required.
- No outstanding debts to any other government agency. This includes CPF, MOM levies, GST, HDB (for HDB tenants), URA, and any grant-related clawbacks.
- No outstanding penalties or offers of composition with ACRA. All Annual Returns must have been filed and any composition penalties settled.
- Not a party to any legal proceedings, whether in Singapore or elsewhere. Active litigation is a hard bar to strike-off.
- No assets and no liabilities on the balance sheet at the date of application. Any residual bank balances must be transferred out and accounts closed. Any equipment, receivables or investments must be sold, transferred or written off.
- Not indebted to CPF, HDB or any other government body.
- The company’s registered controllers (RORC), directors and secretary details are current on the Bizfile register.
Under Section 344(2), the directors of the company must lodge the application together with a signed declaration that they know of no reason why the company should not be struck off.
Pre-Application Closure Steps (2 to 4 Months Before Filing)
Most strike-off delays stem from residual liabilities that were not fully cleared before the ACRA application was lodged. Complete the following sequence in the four months before you file:
Step 1: Prepare final accounts and financial statements
Even if the company is dormant, prepare a final set of unaudited management accounts up to the intended cessation date. Directors need this to support the tax computation and the declaration of no assets / no liabilities. For dormant companies, the accounts are simple: closing bank balance, any residual accruals, share capital, and retained earnings.
Step 2: File all outstanding IRAS returns and obtain tax clearance
File any missing corporate tax returns for open Years of Assessment, together with a final YA return covering the period from the last filed year up to the cessation date. Where the company was dormant, the returns are typically nil. Pay any assessed tax and request a written tax clearance letter from IRAS confirming no outstanding tax. This letter is the single most important supporting document for ACRA.
If the company is GST-registered, apply to IRAS for GST deregistration before the strike-off application. The IRAS Voluntary Disclosure Programme — covered in our VDP 2026 guide — can be used to correct any historical tax errors before closure.
Step 3: Close all bank accounts and settle payables
Any residual cash balance must be distributed out of the company — either as a final dividend, a return of capital under Section 78 (capital reduction), or a shareholders’ return of loans. Close every bank account and obtain a closure confirmation letter from each bank.
Settle any outstanding trade payables. If a creditor cannot be located, the debt must be paid into court or otherwise dealt with. Do not simply ignore payables and hope they go away — a creditor can object to the strike-off during the gazette period.
Step 4: File all outstanding ACRA lodgements
All Annual Returns and any pending event-driven filings (director changes, share allotments, RORC updates) must be current on Bizfile before strike-off. If Annual Returns are outstanding, file them first, pay any composition fees, and then file the strike-off application.
Step 5: Cancel MOM Work Passes and terminate employees
If the company employs any foreign workers, cancel all Work Passes with MOM. Retrenchment or termination formalities must be complete, with CPF, SDL and any Foreign Worker Levy fully paid.
Lodging the Strike-Off Application on Bizfile
Once the pre-application steps are complete, the strike-off application is filed electronically via the Bizfile+ portal at acra.gov.sg. The filing fee is S$40 (as of 2026).
The application requires:
- Company registration number (UEN).
- Directors’ declaration confirming eligibility.
- Reason for strike-off (typically “company has ceased business” or “company has not commenced business”).
- Details of the person to be notified after strike-off.
- Confirmation that IRAS tax clearance has been obtained.
The Bizfile system will pull the current officer details and registered address. Any inaccuracy must be corrected via a separate lodgement before the strike-off application will be accepted.
Directors bear personal responsibility for the truthfulness of the strike-off declaration. Under Section 344A, providing false information can attract fines and prosecution.
The Strike-Off Timeline: What Happens Next
Once ACRA accepts the application, a formal sequence begins:
| Stage | Timing | What Happens |
|---|---|---|
| Application accepted | Day 0 | ACRA sends the “Striking Off Notice” letter to directors and shareholders. |
| First Gazette notice | ~Day 14 | ACRA publishes the intent to strike off in the Gazette (Section 344(3)). |
| Objection period | Day 14 to Day 74 | 60 days for creditors, shareholders or interested parties to object. |
| Second Gazette notice | ~Day 90 | If no objections, ACRA publishes final notice of strike-off. |
| Company struck off | ~Day 105 to 120 | The company’s name is removed from the register. |
Total elapsed time from lodgement to strike-off is typically 4 to 5 months. During the objection window, IRAS, banks and creditors can lodge objections. Most objections come from IRAS where tax filings are found to be missing.
When Strike-Off Is Refused: Objections and Withdrawal
If a valid objection is lodged, ACRA will pause the strike-off and give the company a defined period (usually 60 days) to resolve the issue. Common objections include:
- IRAS discovers unfiled returns or unpaid tax.
- A creditor files a Notice of Objection alleging an unpaid debt.
- The company is later found to be a party to litigation.
- Directors’ details on Bizfile do not match those declared.
The applicant company must either resolve the objection (pay the tax, settle the creditor) or withdraw the strike-off application. If withdrawn, the company remains on the register and must resume normal compliance obligations, including Annual Returns and tax filings.
Where the company has genuine assets or creditors, the correct route is a members’ voluntary winding up under IRDA, not strike-off.
Costs of Strike-Off (2026)
| Item | Approximate Cost (S$) |
|---|---|
| ACRA strike-off filing fee | 40 |
| Corporate secretarial fee (application + resolutions) | 350 – 800 |
| Final tax computation and IRAS clearance | 300 – 1,500 |
| Final unaudited accounts | 200 – 800 |
| GST deregistration (if applicable) | 300 – 500 |
| Total (typical dormant company) | ~1,200 – 3,000 |
Compare this to a members’ voluntary winding up, which typically costs S$8,000 to S$15,000 plus liquidator fees. Strike-off is dramatically cheaper — provided the company qualifies.
Restoration After Strike-Off: What If You Change Your Mind?
A struck-off company can be reinstated by court order under Section 344C of the Companies Act, but only within 6 years of the strike-off date. The applicant must show good reason — typically that assets or liabilities were later discovered, or that the strike-off was procured on incorrect information.
Reinstatement is a High Court application, subject to legal fees of S$4,000 to S$12,000 plus disbursements. It is materially more expensive than doing the strike-off correctly the first time. See JustFollowLaw’s reinstatement guide for detail on the court application.
Frequently Asked Questions
Can a company with a residual bank balance still be struck off?
No. All bank accounts must be closed and residual cash distributed to shareholders (via dividend, capital reduction, or return of loans) before strike-off. If cash remains in the account when the company is struck off, it becomes bona vacantia and vests in the Singapore government under Section 45 of the Government Proceedings Act.
How long must directors keep records after strike-off?
Under Section 199 of the Companies Act, directors must keep accounting and other records for at least 5 years from the end of the financial year to which they relate, even after strike-off. IRAS records must be kept for 5 years under the Income Tax Act.
Can a struck-off company’s creditors still pursue directors personally?
Generally no, because the debts belonged to the company, not the directors, and the company no longer exists. However, if a director personally guaranteed a debt, or if fraudulent trading (Section 238 IRDA) is alleged, personal liability can survive strike-off.
Get Strike-Off Done Right the First Time
The temptation to file the strike-off application quickly — before the last tax return is filed, before the bank account is closed — is understandable but almost always counterproductive. IRAS or the bank will object, ACRA will pause the strike-off, and the company will drift for another year with Annual Return obligations still active.
Engage Raffles Corporate Services to run the full closure sequence in the correct order: prepare final accounts, secure IRAS tax clearance, close bank accounts, retire ACRA lodgements, and only then file the strike-off application. Our fixed-fee strike-off packages cover every step end to end.
— The Editorial Team, Raffles Corporate Services