Closing down a Singapore company is rarely a decision business owners take lightly. Whether the venture has run its course, the founders have moved on to other projects, or a holding entity is no longer needed, the cleanest way to wind things up — for most small, solvent, non-trading companies — is to strike the company off the ACRA register. Done correctly, the company ceases to exist and the directors walk away with no further filing obligations or annual fees.

Done incorrectly, however, strike-off applications are rejected, dragged out for months, or — worse — pushed through only to be reversed years later when a creditor surfaces. The Companies Act 1967 sets out the framework, but the practical reality involves a careful checklist across ACRA, IRAS, CPF, and any other regulator that touches your business. This guide walks through the entire process: when to use strike-off (versus members’ voluntary winding-up), the eligibility tests, the step-by-step BizFile+ application, the 60-day public objection window, and what happens after the company is gone.

If you have not already done so, our guide to important compliance requirements for Singapore companies is worth reading in parallel — strike-off is, in essence, the act of confirming that all of those obligations have been settled.

What is striking off?

Striking off is the administrative process by which ACRA removes a company’s name from the register of companies under section 344 of the Companies Act 1967. The provision empowers the Registrar to strike off a company on the application of the company itself (or its directors), provided certain solvency, compliance, and operational conditions are met. Once struck off, the company is dissolved — it ceases to exist as a legal person and can no longer hold assets, sue, or be sued (subject to the residual rights of creditors and members to apply for restoration).

Strike-off is fundamentally different from members’ voluntary winding-up under section 160 of the Companies Act, which is a formal liquidation process supervised by a liquidator. Winding-up is appropriate when the company has assets to distribute, contingent liabilities to discharge, or a complex group structure. Strike-off, by contrast, is a streamlined route designed for dormant or non-operating shell companies that have no assets, no liabilities, and no unfinished business.

Strike-off vs winding-up: which one do you need?

As a rule of thumb: if the company has any meaningful assets (cash above the bank’s minimum balance, fixed assets, receivables) or any contingent liabilities (warranties, ongoing contracts, employee claims, tax disputes), members’ voluntary winding-up is the safer route. If the company has been dormant for a year or more, has zero assets and zero liabilities, and there are no live contracts, strike-off is faster and far cheaper. The ACRA strike-off fee is just S$33; a members’ voluntary winding-up typically costs several thousand dollars in liquidator and legal fees.

Eligibility: the ACRA strike-off checklist

ACRA will only approve a strike-off if every one of the following conditions is satisfied at the time of application. This is the most common failure point — directors apply assuming “no recent activity” is enough, but ACRA reads the criteria literally.

  • The company has ceased trading or has never commenced business. ACRA expects a clear statement that the company is not carrying on business.
  • No outstanding tax liabilities to IRAS. All Corporate Income Tax (CIT), GST, and withholding tax must be paid up. If the company is GST-registered, GST registration must be cancelled before applying.
  • No outstanding CPF contributions. Final CPF returns for any past employees must be filed and paid.
  • No debts to any other government agency. This includes Singapore Customs duties, MOM levies, JTC/HDB rentals, and any statutory board fees.
  • No outstanding charges in the company’s charge register. Any registered debentures, mortgages, or fixed/floating charges must have been fully discharged and the discharge filed with ACRA.
  • The company is not party to any legal proceedings. No active court actions, arbitrations, or regulatory investigations — in Singapore or overseas.
  • The company is not subject to any pending or ongoing regulatory action. No disciplinary, supervisory, or insolvency proceedings.
  • No assets and no liabilities at the date of application. The bank account should be closed (or reduced to zero), all receivables collected, all payables settled, and any remaining share capital returned to shareholders via a capital reduction or distribution beforehand.
  • Majority shareholder consent. The directors must have the written consent of the majority of shareholders authorising the strike-off application.
  • All ACRA annual filings are up to date. Annual Returns must be current; the company must not be in default of any filing obligation. Our step-by-step guide to filing Annual Returns is helpful if you are catching up.

What about dormant companies?

A dormant company — one that has had no accounting transactions during the financial year — is generally a strong candidate for strike-off. Dormancy alone, however, is not sufficient: the company must still meet every criterion above. Importantly, dormant companies have ongoing filing obligations until they are struck off (or wound up), which is why our guide to filing obligations of dormant companies matters even at the strike-off stage. If the company has missed annual filings while sitting dormant, those returns generally need to be brought up to date before ACRA will entertain the application.

The step-by-step strike-off process

The full process, from board resolution to dissolution, typically takes at least four months. Allow five to six months in practice.

Step 1: Board resolution and shareholder consent

The directors pass a board resolution recommending strike-off and authorising a director (or filing agent) to lodge the application. Written consent is then obtained from a majority of shareholders. Both documents should be retained in the company’s statutory records.

Step 2: Settle all liabilities and close out operations

Pay all outstanding bills, collect all receivables, settle any inter-company balances, and close the corporate bank account (or run it down to zero with the bank’s written confirmation). Distribute any remaining cash to shareholders by way of a capital reduction or final dividend before applying. ACRA will reject an application if the most recent management accounts show any assets or liabilities of substance.

Step 3: Settle tax matters with IRAS

This is where most strike-off timelines slip. Before applying, you should:

  • File all outstanding Form C-S/C corporate tax returns up to the cessation of business date.
  • Settle any tax assessed and obtain tax clearance.
  • If GST-registered, apply to IRAS to cancel GST registration. The cancellation can take several weeks.
  • Obtain a “no objection” position from IRAS — when ACRA notifies IRAS of the strike-off, IRAS must have no outstanding matters with the company.

Step 4: File the strike-off application via BizFile+

The application is filed through ACRA’s BizFile+ portal under the “Application for Striking Off” eService. The fee is S$33. The application can be filed by a director using SingPass or, more commonly, by a registered filing agent on the company’s behalf. The form requires confirmation that each of the eligibility conditions above has been met, and ACRA may request supporting documents (e.g., the latest management accounts, tax clearance correspondence, bank closure confirmation).

Step 5: ACRA review and First Gazette Notification

Once accepted, ACRA sends a striking-off notice to the company’s registered office, to each director at their residential address, and to IRAS. There is a 30-day window during which any of these parties — or any creditor — can lodge an objection. If no objection is received, ACRA publishes the company’s name in the First Gazette Notification on the official Government Gazette.

Step 6: 60-day objection period and final dissolution

From the First Gazette Notification, a further 60-day public objection period runs. Any person who believes the company should not be struck off (typically a creditor with an outstanding claim) can object in BizFile+. If no objection is raised, ACRA publishes the Final Gazette Notification, and the company is officially struck off the register on the date stated. The company is dissolved.

Our separate guide on how to object to the striking off of a Singapore company covers what creditors and other stakeholders can do during this window.

What happens after strike-off?

The company is dissolved on the date specified in the Final Gazette Notification. Statutory consequences include:

  • Loss of legal personality. The company can no longer hold property, sign contracts, sue or be sued.
  • Bona vacantia. Any property still held in the company’s name at the date of strike-off vests in the State as bona vacantia under section 346 of the Companies Act. This is why running the bank balance to zero before strike-off is critical — leftover cash is forfeited.
  • Continuing director and shareholder liability. Notwithstanding dissolution, the liability of every director, officer, and member continues and can be enforced as if the company had not been struck off (section 344(5)). In practice, this means a striking-off does not extinguish past wrongdoing.
  • Record retention. Directors must keep accounting records for at least five years from the end of the relevant financial year, even after strike-off. See our guide to accounting record retention.

Can a struck-off company be restored?

Yes. Two restoration routes exist. Administrative restoration under section 344D allows a former director, member, or creditor to apply within six years of strike-off, provided the company was carrying on business at the time of strike-off and the applicant can satisfy ACRA that strike-off was inappropriate. Court-ordered restoration under section 344E is also available for up to 15 years. Our article on administrative restoration of a struck-off company covers the procedural detail.

Common reasons strike-off applications fail

Across the practice, the most frequent rejection reasons are:

  • Outstanding IRAS matters — unfiled Form C-S/C returns, an active GST registration, or an unresolved tax assessment. Always close out tax before applying.
  • Open charges in the register. Bank loans paid off years ago but with the registered charge still showing. File the satisfaction of charge first.
  • Active CPF or MOM matters. A historical employee with unfiled CPF or an unresolved MOM levy.
  • Bank balance not zeroed out. Leaving “just a few hundred dollars” in the bank triggers a rejection — and worse, that money becomes bona vacantia if the strike-off proceeds.
  • Director or shareholder objection. A disgruntled minority shareholder lodges an objection in the 60-day window. This is why obtaining shareholder consent in writing at the start matters.
  • Past Annual Returns not filed. ACRA will not strike off a company that is in default on filings. Catch up on every outstanding AR first — even if it means paying the late filing penalty (S$300 if filed within three months of the due date, S$600 if later).

Strike-off and the dormant company route

Many founders ask whether they should keep a non-trading company alive as a “dormant” entity rather than strike it off — perhaps in case the business idea is revived later, or to preserve a brand name. There are valid reasons to do so (preserving a clean company history, holding intellectual property, future-dated transactions). But there is an annual cost: company secretary fees, registered office fees, ACRA annual return filing, and the dormant company tax filing if income exceeds the exemption threshold.

For a company that the founders genuinely believe will not be revived, strike-off is almost always the cheaper and cleaner outcome. For a company that may still have a future use, see our dormant company guide on the cost-benefit calculation.

Practical timeline and cost

Allow approximately five to six months from the decision to close to formal dissolution, broken down as follows: one to two months to settle outstanding tax and operational matters; one to two months for ACRA processing of the application and First Gazette Notification; and the mandatory 60-day public objection period before the Final Gazette Notification. Direct ACRA fees are S$33. Professional fees for a registered filing agent to handle the entire application — including tax clearance liaison and statutory document preparation — typically range from S$500 to S$1,500 for a straightforward case.

Conclusion

Striking off a Singapore company is the right closure route for a dormant, asset-light, liability-free shell. The Companies Act framework is straightforward, but the operational hurdle — getting tax cleared, charges discharged, bank balances zeroed, and shareholder consent secured — catches many directors out. Done methodically, the application costs S$33 and resolves a non-trading company in five to six months. Done carelessly, it can be rejected, drag on for a year, or leave the directors exposed to a future restoration claim.

If you are considering striking off a Singapore company, the team at Raffles Corporate Services can run the full eligibility check, liaise with IRAS for tax clearance, prepare the board and shareholder resolutions, file the BizFile+ application, and shepherd the application through both Gazette Notifications. Our Singapore compliance calendar is also a useful reference for confirming all annual obligations are current before applying.

— The Editorial Team, Raffles Corporate Services