Striking off a dormant Singapore company has long been treated as a clean, low-cost way to close a chapter: file the application, let the notices run their course, and the entity disappears from the register. Many directors also assume the position is reversible, that if a struck-off special purpose vehicle or old holding company is needed again, an application to the Accounting and Corporate Regulatory Authority (ACRA) or the High Court will bring it back. For most dormant, clean entities, that assumption still holds.

However, the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) has put beyond doubt that restoration is not, and should not be treated as, a rubber stamp. The Act expressly specifies grounds on which the Registrar or the Court must refuse an application to restore a struck-off entity: where there is reason to believe the entity is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore, or where restoration would be contrary to national security or interest. This brings the restoration test into line with the grounds ACRA already applies when deciding whether to register a new company in the first place.

This article looks at what that means for a director who strikes off a company today and later wants to revive it: what the Registrar or Court is likely to look for, how it affects processing timelines, and why “wipe the slate clean” is the wrong way to think about striking off if a company’s affairs are not genuinely clean.

What the CALA 2025 Reforms Actually Change

Before this reform, the law setting out when the Registrar could refuse to register a proposed new company was reasonably well understood: registration could be refused if there was reason to believe the company was likely to be used for an unlawful purpose, for purposes prejudicial to public peace, welfare or good order, or contrary to national security or interest. What the law did not expressly say was whether the same test applied when someone applied to restore a company, foreign company or limited liability partnership that had already been struck off or dissolved.

CALA 2025 closes that gap. According to ACRA’s own published summary of the Act’s key changes, the reform was introduced because “the law does not explicitly mandate such refusal” for restoration cases, and now “specifies these grounds for refusal, aligning them with the criteria for refusing the registration of a proposed company’s constitution” and with the grounds for winding up a company under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA). Parliament has, in other words, imported the same national security, public order and unlawful-purpose screen that already governs new incorporations into the restoration process, aligning it with existing winding-up policy under the IRDA.

It is worth being precise about the state of play at the time of writing (September 2026). The first tranche of CALA 2025 commenced on 6 May 2026 and covered four specific items: heavier fines and possible imprisonment for directors who breach their duties, automatic disqualification for money-laundering convictions, named-auditor reporting, and a new second-tier shareholder approval threshold for selective share buybacks. The restoration refusal grounds were not among those four items. Our earlier article on the CALA 2025 second tranche flagged this specifically: the restoration refusal grounds are part of the Act as passed by Parliament, but ACRA has not yet gazetted a commencement date for this provision, so companies involved in restoration applications should confirm the current position directly with ACRA or their corporate secretarial provider rather than assume it is already in force. Directors should treat this as the clear direction of travel under CALA 2025, even while the exact commencement date remains unconfirmed.

Why This Is Not the Same as the Existing Winding-Up Ground

It is easy to conflate this with an existing, separate provision: the IRDA already allows the Court to wind up a company that is being used for an unlawful purpose or against national security or interest. This ground (often cited as section 125(1)(n) of the IRDA) deals with winding up a company that is currently operating, not with restoring one that has already been struck off or dissolved. The CALA 2025 restoration refusal grounds are a related but distinct concept: they stop a company that no longer exists on the register from being brought back where the same underlying concerns are present. The two provisions serve similar policy goals but apply at different points in a company’s life cycle.

What the Registrar or Court Will Likely Look For

Neither ACRA nor the Court is required to prove a criminal offence before refusing restoration. The threshold, on ACRA’s own language, is “reason to believe” the entity is likely to be used for an unlawful purpose or contrary to national security or interest. That is a comparatively low bar, and it means the burden effectively falls on the applicant to show the opposite: that the company will, in fact, be used for a legitimate business purpose.

Based on how ACRA and the Court already approach comparable screening at incorporation and at the point of winding up, an applicant seeking restoration should expect scrutiny of matters such as:

  1. The reason the company was struck off. Simple dormancy or a missed annual filing is a very different position from a strike-off shortly after adverse media coverage, a police report, or a regulatory investigation.
  2. The identity and history of directors, shareholders and any nominee arrangements. Directors or beneficial owners subject to ongoing investigations, sanctions, or prior disqualification are an obvious red flag.
  3. The stated purpose of restoration. A vague or generic reason attracts more questions than a specific, verifiable transaction, contract, or piece of litigation the company needs to pursue or defend.
  4. Outstanding liabilities and unresolved disputes. Unpaid taxes, undischarged debts, or unresolved creditor claims left behind at striking off will need to be addressed.
  5. Any connection to higher-risk jurisdictions, sanctioned parties, or money laundering and terrorism financing concerns. This is where the “national security or interest” limb is most likely to bite.

A Practical Checklist Before You Apply to Restore

Directors considering restoration of a dormant SPV, an old holding company, or any other struck-off entity should work through the following before filing:

  1. Confirm which restoration route applies: administrative restoration through the Registrar, available to certain former directors or members within specific time limits, or a court application, and check the time limit against the date of striking off.
  2. Reconstruct why the company was struck off, and be ready to explain any gap between the last accounts or filings and the striking-off date.
  3. Review the backgrounds of all proposed directors, shareholders, and any nominee or nominator arrangements for red flags under the unlawful-purpose or national security tests.
  4. Resolve, or clearly document a plan to resolve, any outstanding debts, tax liabilities, or unfiled statutory returns left outstanding at striking off.
  5. Prepare a clear, specific statement of purpose for the restoration, supported where possible by evidence such as a draft contract or a pending court matter.
  6. Budget for a longer timeline than in the past, and consider engaging a corporate secretarial provider or, where the facts are complicated, seeking independent legal advice on the restoration process before filing.

How This Affects Processing Timelines

Even before this reform, restoration was never instantaneous. Administrative restoration through the Registrar and court-ordered restoration both involve a documentary review, and a creditor’s application to reinstate a struck-off company already faces its own evidentiary requirements. An explicit national security and unlawful-purpose screen, once in effect, gives the Registrar and the Court an express basis to ask more questions or refer an application for closer checks before any decision is made.

Restoration applications should be expected to take longer, not less time, where any of the following apply: an unclear or undocumented reason for the original strike-off, nominee arrangements not recently verified, connections to higher-risk jurisdictions or counterparties, or a vague stated purpose. None of this makes restoration impossible for a genuine, clean dormant entity. It does mean the days of treating restoration as a same-week formality, for any entity with an untidy history, are numbered.

Why Striking Off Is Not a “Wipe the Slate Clean” Manoeuvre

Some directors have historically used striking off as an informal exit when a company’s affairs became complicated: rather than pursuing a formal winding up or resolving outstanding issues, the company is simply allowed to lapse, on the assumption that restoration is always available later if needed. The CALA 2025 direction of travel is a direct answer to that assumption. If a company is struck off while its affairs are not genuinely clean, and later needs to be restored, whether to enforce a contract, defend litigation, or resume trading, the applicant should expect the Registrar or Court to look harder at the history that motivated the strike-off in the first place.

This matters most for dormant special purpose vehicles holding specific assets, old holding companies kept in reserve for a group restructuring, and shelf-style entities left inactive without a clear ongoing purpose. Directors of such entities should treat the decision to strike off, not just the decision to restore, as one deserving proper documentation: a board resolution recording why the company is being struck off, confirmation that liabilities have been settled or provided for, and a tidy set of final accounts and filings. Doing this at the point of striking off is far cheaper than reconstructing the picture years later under scrutiny. For a formal winding up rather than a strike-off, the same discipline applies at the point of final dissolution after liquidation is completed, where a clean exit protects your options later.

How This Fits Into the Wider CALA 2025 Picture

The restoration refusal grounds sit alongside a broader set of changes under the Corporate and Accounting Laws (Amendment) Act 2025, all pointed the same way: tighter rules against the misuse of Singapore corporate structures, heavier consequences for directors, and closer scrutiny of nominee arrangements. Directors who have reviewed their buyback documentation, director duties briefings, and audit engagement arrangements against the first tranche should treat the restoration refusal grounds as the next item to monitor, particularly if the company has struck-off entities in its group. ACRA’s 16 April 2026 commencement announcement was given only three weeks ahead of the first tranche taking effect, so check that page directly rather than wait for a press release.

For companies considering striking off a dormant entity now, the practical lesson is to treat the process with the same care as an incorporation or a formal winding up, not as an administrative shortcut. Our guide on how to strike off a Singapore company sets out the standard process and the conditions ACRA expects before an application is accepted; those conditions, properly documented at the outset, are what will make a future restoration application, if one is ever needed, far more straightforward.

Key Takeaways for Directors

  • CALA 2025 introduces express grounds requiring ACRA or the Court to refuse restoration where an entity is likely to be used for an unlawful purpose, or where restoration would be contrary to national security or interest.
  • This ground was not part of the first CALA 2025 tranche commenced on 6 May 2026, and its commencement date remains unconfirmed as at the time of writing; verify the current position before relying on it either way.
  • It is distinct from, but aligned with, the existing IRDA ground allowing the Court to wind up an operating company on the same basis.
  • Unclear strike-off history, undocumented nominee arrangements, unresolved liabilities, or higher-risk counterparties should expect closer scrutiny and longer timelines.
  • The best protection against a difficult future restoration application is a clean, well-documented striking-off process in the first place.

To speak with the team at Raffles Corporate Services, you can email [email protected] or call, SMS, or WhatsApp +65 8501 7133. We are happy to assist with any queries.

The Editorial Team, Raffles Corporate Services