Generally, no. ACRA’s striking-off criteria require the company to have no unresolved issues with any government agency, not to be involved in legal cases in Singapore or overseas, and not to be subject to regulatory action or disciplinary proceedings, ongoing or pending. Any court summons must be resolved first. ACRA warns that applying without meeting the criteria can be a false declaration that leads to investigation and possible prosecution. Even if an application were approved, agencies and creditors can object during the gazette period. A company under investigation should deal with the investigation first, then close properly by striking off or winding up.
Closing the company is not a way out. Applying to strike off while an investigation or proceedings are pending can add a false declaration to the original problem. Resolve the matter with the agency first, with advice, and then close the company on a clean record.
ACRA’s criteria that matter here
According to ACRA’s guide to striking off a local company, a company applying to be struck off must, among other things:
- have no unpaid debts or unresolved issues with any government agency
- have no charges in the charge register
- not be involved in legal cases in Singapore or overseas
- not be subject to regulatory action or disciplinary proceedings, ongoing or pending
- own nothing and owe nothing, including potential future claims
- have resolved any court summons
The applicant must confirm the company meets all the criteria, and ACRA states that false declarations may result in prosecution. Where a corporate service provider files, it must ensure a majority of the directors have consented.
What happens if you apply anyway
- Objections. After approval, ACRA publishes a First Gazette notice. Officers and interested parties, which can include agencies and creditors, have 60 days from that notice to object. If an objection is accepted, the company has two months to resolve it, or the process lapses.
- False declaration. A declaration that the company meets the criteria when it does not can itself be investigated and prosecuted.
- It does not end the investigation. Liabilities and offences of the company and its officers do not simply disappear, and a struck-off company can be restored to the register in appropriate cases.
The right order of steps
- Deal with the investigation. Cooperate, respond to requests and take legal advice where personal liability is possible. See IRAS investigations and the ACRA guide to its investigation process.
- Settle the outcome. Pay any tax, arrears or composition sum; complete any court case.
- Clear every agency. File outstanding returns with ACRA and IRAS, close CPF and GST accounts, and confirm nothing is outstanding.
- Clear assets and liabilities. Pay creditors, collect receivables, distribute or deal with remaining assets, and close bank accounts.
- Choose the route. Strike off if the company now meets every criterion; if it has debts it cannot pay, or assets to distribute in a way that needs a liquidator, a winding up is the proper route.
Our guide to the cost to close a company compares striking off with a members’ voluntary winding up.
What about ACRA striking a company off on its own initiative?
ACRA can strike off a company it believes is not in operation, for example after repeated failure to hold AGMs or file annual returns, or where the company does not respond to ACRA’s letters. Directors with at least three companies struck off by ACRA within five years are disqualified for five years. Letting a troubled company drift into an ACRA strike-off is therefore not a safe exit either. See how to strike off a company properly.
Frequently asked questions
Can we wind up the company while it is under investigation?
Winding up involves a liquidator who must deal with all claims, including those of agencies. Whether it is appropriate depends on the company’s position and the investigation. Take legal advice first.
Will resigning as director end my exposure?
Resigning does not remove liability for what happened while you were a director, and a company must still meet its minimum director requirements. Take advice before resigning.
The investigation is closed with a warning. Can we strike off now?
If the company now meets every criterion, including having no outstanding issues with any agency and no pending proceedings, yes. Check each criterion carefully.
More on the corporate secretarial hub.
Need to close a company with an open regulatory matter?
If your company, or you as a director or shareholder, wants to close a company that is under investigation or has unresolved issues, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines, clear the filings and agency accounts, and handle the closure when the company is ready. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that regularly handles investigations and insolvency. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
Willie Tan, Raffles Corporate Services