How to Strike Off a Singapore Company: A Complete Guide to Closing Your Business

Closing a Singapore company is a decision that requires careful planning and proper execution. When a business has ceased operations and has no outstanding liabilities, the most cost-effective and administratively straightforward way to close it is through a voluntary striking-off application with the Accounting and Corporate Regulatory Authority (ACRA). Once struck off, the company ceases to exist as a legal entity.

This guide explains the eligibility requirements, step-by-step process, timeline, and key considerations for striking off a Singapore private limited company — helping directors and shareholders close their company cleanly and in full compliance with Singapore law.

Striking Off vs. Winding Up: What’s the Difference?

Before diving into the striking-off process, it is important to understand that there are two primary ways to close a Singapore company:

• Striking off: A simpler administrative process available to dormant or ceased-business companies with no outstanding liabilities, pending litigation, or current assets of value. Administered by ACRA via BizFile+. Suitable for the vast majority of small businesses that have simply stopped trading.
• Winding up (liquidation): A more formal process involving the appointment of a liquidator. Required if the company has debts it cannot pay (insolvent winding up), or chosen by shareholders even if the company is solvent (members’ voluntary winding up). More expensive and time-consuming than striking off.

If your company has no debts, no assets to distribute, and has stopped operating, voluntary striking off is almost always the better option.

Eligibility Criteria for Voluntary Striking Off

To be eligible for a voluntary striking-off application, your company must meet all of the following conditions:

• The company has ceased business or has never commenced business since incorporation.
• The company has no outstanding liabilities — including no unpaid creditors, no outstanding loans, and no overdue taxes with IRAS.
• The company has no current assets of significant value, or any remaining assets have been properly distributed to shareholders.
• The company has no ongoing or threatened legal proceedings (whether in Singapore or elsewhere).
• The company has not been in active operation within the past 3 months.
• All outstanding Annual Returns have been filed with ACRA. You cannot apply for striking off if your Annual Returns are overdue — this is why keeping up with your compliance obligations is so important throughout the life of the company.
• The company is not under judicial management, receivership, or winding-up proceedings.
• The company’s GST registration has been cancelled (if it was GST-registered) and any outstanding GST obligations have been settled.
• IRAS tax clearance has been obtained, confirming no outstanding corporate tax liabilities.

If your company does not meet all of these conditions, you will need to address the outstanding issues before applying. For example, if you have overdue Annual Returns, you must file them (and pay any applicable late filing penalties) before ACRA will accept your striking-off application.

Step-by-Step: How to Strike Off a Singapore Company

Step 1: Ensure All Annual Returns Are Filed

Check that all Annual Returns have been filed on ACRA’s BizFile+ portal. If any are outstanding, file them before proceeding. If you are unsure how to check or file your Annual Returns, your company secretary should be able to assist.

Step 2: Settle All Tax Obligations and Obtain IRAS Clearance

Write to IRAS to notify them of the company’s intention to strike off and to request confirmation that all corporate tax obligations have been settled. You will need to file all outstanding income tax returns, pay any taxes due, and — if the company is GST-registered — apply to cancel the GST registration and settle any outstanding GST liabilities. IRAS typically takes 2 to 4 weeks to respond with tax clearance.

Step 3: Close the Company’s Bank Accounts

Notify the company’s bank(s) of the intention to close and request closure of all corporate bank accounts. Any remaining balance should be distributed to shareholders in accordance with their shareholding proportions and properly documented in the company’s books.

Step 4: Obtain Board and Shareholder Approval

The directors must pass a board resolution authorising the striking-off application. Depending on the company’s constitution, shareholder approval may also be required. Document all resolutions properly and keep them in the company’s statutory records.

Step 5: Submit the Striking-Off Application via BizFile+

The application must be filed by a director or a registered filing agent on ACRA’s BizFile+ portal. The filing fee is S$33. The application requires you to confirm that the company meets all eligibility criteria and that all required pre-conditions have been satisfied. Our article on updates to BizFile+ e-services may be helpful if you are unfamiliar with the portal.

Step 6: ACRA Publishes Notice in the Government Gazette

Upon receiving the application, ACRA sends a notification to the company’s registered address and publishes a notice in the Government Gazette stating that the company is proposed to be struck off. This triggers a 60-day objection period during which any interested party — creditors, shareholders, or other stakeholders — may lodge an objection with ACRA. If a valid objection is received, the striking-off process will be suspended until the matter is resolved.

Step 7: Striking Off Takes Effect

If no valid objection is received within 60 days, ACRA strikes the company off the register. A second notice is published in the Gazette confirming that the company has been struck off and has ceased to exist as a legal entity. The entire process typically takes approximately 4 months from application to completion.

Key Timeline Overview

After the Company is Struck Off: Important Notes

• Directors’ liability does not immediately extinguish: Even after striking off, former directors remain potentially liable for any undisclosed liabilities that come to light after the company’s dissolution.
• The company can be restored: If it later emerges that the company was struck off while it had outstanding liabilities or assets, interested parties may apply to the court to restore the company to the register. This is an important reason to ensure all pre-conditions are properly met before applying.
• Assets vest in the Government: Any assets of the company that were not properly distributed before striking off will vest in the Singapore Government (bona vacantia). It is therefore essential to properly distribute or dispose of all assets before the application is made.
• ACRA can also strike off companies: Separately, ACRA has the power to initiate striking-off proceedings against companies that have failed to file their statutory registers or Annual Returns for an extended period. This involuntary striking off should be avoided by maintaining timely compliance throughout the company’s life.

Conclusion

Striking off a Singapore company is a relatively straightforward process when the company has no outstanding obligations and all compliance requirements are up to date. The key is preparation: ensuring Annual Returns are filed, tax clearance is obtained from IRAS, bank accounts are closed, and all assets are properly distributed before submitting the application to ACRA.

If you are considering closing your Singapore company — or if you need help catching up on overdue Annual Returns, corporate tax filings, or other compliance matters before you can apply — the team at Raffles Corporate Services can guide you through every step of the process. We act as a registered ACRA filing agent and provide full corporate secretarial support for companies at all stages of their lifecycle. Contact us today to discuss your situation.

— The Editorial Team, Raffles Corporate Services