Striking off and members' voluntary winding up — Step-by-step walkthrough

Striking off and members’ voluntary winding up are the two principal ways to close a solvent Singapore company. Striking off removes a dormant company from the register administratively under the Companies Act 1967, while a members’ voluntary winding up is a formal liquidation by a liquidator. This walkthrough explains when each applies, the steps and the costs.

Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

Choosing between striking off and members’ voluntary winding up

Striking off under section 344 of the Companies Act 1967 suits a small, dormant or inactive company with no assets, no liabilities and no ongoing disputes. A members’ voluntary winding up under sections 160 onward suits a solvent company that has assets to distribute, contracts to close out, or shareholders who want the certainty of a formal liquidator’s account. Both require the company to be solvent.

The practical distinction is finality and cost. Striking off is cheaper but can be reinstated within a period if a creditor or member applies. A members’ voluntary winding up is more expensive but produces a clean, court-recognised dissolution with a final distribution to members.

The striking-off route

ACRA will strike a company off on application where it is satisfied the company is not carrying on business and can meet the criteria: no outstanding tax liabilities, no charges in the register, no assets and liabilities, and no ongoing or contemplated legal proceedings. The directors apply through BizFile, ACRA issues a notice, and after a statutory period (around four months of public notice) the company is struck off.

Before applying, the company must close its tax affairs with IRAS. Our cross-site guide on Singapore Corporate Tax 2026: Rates, Exemptions and Filing Guide explains the corporate-tax steps, including final returns, that must be cleared first. Foreign-owned companies winding down should also review Tech.Pass renewal track record for director-residency considerations during the closure.

The members’ voluntary winding up route

A members’ voluntary winding up begins with the directors making a declaration of solvency, supported by a statement of affairs, confirming the company can pay its debts in full within 12 months. Members then pass a special resolution to wind up and appoint a liquidator. The liquidator realises assets, settles liabilities, distributes the surplus, and convenes a final meeting. The company is dissolved three months after the final return is lodged with ACRA and the Official Receiver.

This route is the right choice when there are assets to distribute cleanly or where directors want the protection of a liquidator’s independent account. Our on-site walkthrough on Striking off and members’ voluntary winding up covers the detailed mechanics and timeline.

Step-by-step and the solvency anchor

Both routes turn on solvency. For striking off, the directors confirm the company has no assets or liabilities; for a members’ voluntary winding up, they make a formal declaration of solvency. Misstating solvency can convert a members’ voluntary winding up into a creditors’ winding up and expose directors to liability. Tax clearance from IRAS and closure of GST registration, if any, must precede either route.

Cost and timeline

Striking off typically costs S$800 to S$2,000 in professional fees and takes about four to six months from application to removal. A members’ voluntary winding up typically costs S$5,000 to S$15,000 including the liquidator’s fees and takes around 9 to 12 months to full dissolution. The difference reflects the formality and the liquidator’s statutory duties.

Common mistakes

Frequent errors include applying to strike off while tax matters remain open, overlooking an outstanding charge in the register, distributing assets before settling liabilities in a winding up, and directors making a declaration of solvency without a reasonable basis. Each delays closure or creates personal exposure.

FAQs on striking off and members’ voluntary winding up

Which statute governs striking off? Section 344 of the Companies Act 1967 empowers ACRA to strike a company off the register.

How long does striking off take? Around four to six months, allowing for ACRA’s statutory public-notice period.

What is a declaration of solvency? A formal directors’ declaration, required for a members’ voluntary winding up, that the company can pay its debts in full within 12 months.

Can a struck-off company be restored? Yes. An aggrieved member or creditor may apply to restore the company within the statutory period after striking off.

Authoritative sources: ACRA. See also Singapore Statutes Online. See also the Inland Revenue Authority of Singapore.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.