What Is a Company Strike-Off?

When a Singapore company ceases operations and is no longer needed, one of the most cost-effective ways to close it is to apply for a strike-off under Section 344 of the Companies Act (Cap. 50). A successful strike-off results in the company being removed from the ACRA register, effectively dissolving the company without the need for a formal winding-up process.

Strike-off is distinct from liquidation (winding-up). Liquidation involves appointing a liquidator to realise assets, pay creditors, and distribute any surplus — it is a more costly and time-consuming process typically used when a company has assets, liabilities, or disputes to resolve. Strike-off is a simpler administrative process suited for dormant or shell companies with no material assets or liabilities.

Who Can Apply for a Strike-Off?

A company may apply to ACRA to be struck off if it satisfies the following conditions:

  • The company has not commenced business since incorporation, or has ceased business operations
  • The company has no outstanding liabilities, including to employees, creditors, and the government
  • The company has no assets (or assets that have been properly distributed or transferred)
  • The company is not involved in any legal proceedings (in Singapore or overseas)
  • The company has no outstanding IRAS tax obligations — all tax returns must be filed and taxes paid
  • The company is not a party to any legal proceedings

ACRA may also strike off a company on its own initiative (i.e., without an application) if ACRA has reasonable cause to believe the company is defunct — for example, if it is not carrying on business and is not responding to ACRA correspondence. This involuntary strike-off is covered separately below.

Step-by-Step Guide to Striking Off a Singapore Company

Step 1: Settle All Tax Obligations

Before applying to ACRA, the company must be tax-compliant with the Inland Revenue Authority of Singapore (IRAS). This means:

  • Filing all outstanding Corporate Income Tax (CIT) returns (Form C or Form C-S) up to the date of cessation of business
  • Paying all outstanding tax liabilities, including any estimated chargeable income (ECI) filings
  • Filing all outstanding GST returns (if the company is GST-registered) and cancelling the GST registration before applying for strike-off
  • Ensuring all employer CPF contributions and employee withholding taxes have been remitted

IRAS will issue a tax clearance letter confirming the company’s tax obligations are settled. ACRA will check IRAS records as part of the strike-off review.

Step 2: Resolve All Liabilities and Close Bank Accounts

Before strike-off, the company should:

  • Pay all outstanding creditors (trade creditors, loans, service providers)
  • Settle any outstanding employee salaries, CPF, and benefits
  • Cancel any licences, permits, or registrations the company holds (e.g., MOM work pass quotas, sector-specific licences)
  • Distribute any remaining assets to shareholders (this may have tax implications — seek advice)
  • Close all corporate bank accounts

Step 3: Pass a Directors’ Resolution to Strike Off

The directors should pass a formal resolution authorising the strike-off application and confirming that the company meets all eligibility criteria. The resolution should be documented in the company’s minute book.

Step 4: Submit the Strike-Off Application via BizFile+

The strike-off application is made online through BizFile+, ACRA’s online corporate filing portal. The application requires:

  • Confirmation that the company satisfies all eligibility criteria (as a statutory declaration by the directors)
  • The company’s registered address and contact details
  • Details of all directors and shareholders
  • Confirmation that all stakeholders have been notified

The application fee payable to ACRA is S$33 (as at 2026).

Step 5: ACRA Notifies Stakeholders (Gazette Notice)

Upon receiving the application, ACRA will publish a gazette notice stating its intention to strike off the company. ACRA will also send notifications to:

  • All directors and shareholders at their registered addresses
  • IRAS (for tax clearance confirmation)
  • The Ministry of Manpower (MOM)
  • Other relevant government agencies

Stakeholders (creditors, shareholders, and other interested parties) have a 30-day objection period from the date of the gazette notice to lodge any objections to the strike-off with ACRA.

Step 6: Strike-Off Completed

If no objections are received within 30 days, ACRA will strike the company off the register and publish another gazette notice confirming the dissolution. The company is formally dissolved from the date of this second gazette notice.

The entire process typically takes 4 to 6 months from the date of application, depending on the company’s complexity and ACRA’s processing times.

What Happens After Strike-Off?

Upon dissolution:

  • All remaining property of the company (if any) vests in the Government of Singapore as bona vacantia (ownerless property)
  • The company ceases to exist as a legal entity and can no longer enter into contracts, sue, or be sued
  • Directors’ and officers’ duties cease
  • Corporate bank accounts (if not already closed) will be frozen and any remaining funds may be escheated

It is therefore critical to ensure all assets are properly distributed and all accounts are closed before the strike-off is completed.

Restoring a Struck-Off Company

A struck-off company can be restored to the register within 6 years of dissolution. Restoration requires a court application under Section 344A of the Companies Act, or an administrative restoration through ACRA in limited circumstances. Grounds for restoration include situations where:

  • The company had assets or property at the time of dissolution that should have been distributed
  • The company was involved in legal proceedings that were not resolved
  • A director, member, creditor, or liquidator applies for restoration

Restoration is not automatic — it requires satisfying the court (or ACRA) that it is just and equitable to restore the company.

Involuntary (ACRA-Initiated) Strike-Off

Under Section 344 of the Companies Act, ACRA may strike off a company on its own initiative if it has reasonable cause to believe the company is not carrying on business or is defunct. Common triggers include:

  • Failure to respond to ACRA correspondence
  • Failure to file annual returns for multiple consecutive years
  • Correspondence sent to the registered address being returned undelivered

ACRA will send a formal notice to the company’s registered address and directors before proceeding. If no response is received, ACRA will gazette and proceed with the strike-off. Directors of struck-off companies may be disqualified from acting as directors of other companies if the strike-off results from non-compliance.

To avoid involuntary strike-off, companies should maintain an active registered address, file annual returns on time, and engage a professional company secretary.

Strike-Off vs Winding-Up: Which Should You Choose?

Factor Strike-Off Voluntary Winding-Up
Cost S$33 ACRA fee + professional fees S$10,000–S$30,000+ (liquidator fees)
Timeline 4–6 months 6 months–2+ years
Assets/Liabilities Must have nil assets and nil liabilities Can handle assets and settle creditors
Creditors All must be paid before application Liquidator manages creditor claims
Complexity Low — straightforward administrative process High — formal court process possible
Best For Dormant companies, shell companies, simple cessation Active companies with assets, creditors, or disputes

For most inactive Singapore private limited companies with no significant assets or liabilities, strike-off is the faster and cheaper option. If in doubt, consult a corporate lawyer or experienced company secretary to assess which route is appropriate.

Common Reasons Strike-Off Applications Are Rejected

  • Outstanding tax filings or liabilities: IRAS has not confirmed tax clearance
  • Outstanding annual returns: ACRA records show unfiled annual returns — these must be filed first (late filing fees apply)
  • Active GST registration: GST registration must be cancelled before strike-off
  • Undisclosed assets: Bank accounts still active, outstanding receivables, or property in the company’s name
  • Pending legal proceedings: The company is a party to ongoing litigation or regulatory investigations
  • Objections from creditors or shareholders: Interested parties have lodged objections during the gazette period

How Singapore Secretary Services Can Help

Striking off a company involves coordination across ACRA, IRAS, MOM, and your banks — and any misstep can delay or derail the process. Our team at Singapore Secretary Services provides a complete strike-off service:

  • Assessment of eligibility and pre-strike-off compliance checklist
  • Coordination with IRAS for tax clearance and outstanding filings
  • Preparation of directors’ resolution and statutory declarations
  • BizFile+ application and ACRA correspondence management
  • GST de-registration (if applicable)
  • Post-strike-off confirmation and record-keeping

Contact us to get a quote and discuss your company’s situation. We handle straightforward strike-offs efficiently and flag any issues before they cause delays.

Frequently Asked Questions

How long does a Singapore company strike-off take?

Typically 4 to 6 months from the date of application, assuming no objections are received and all pre-conditions are met.

Can I strike off a company with an outstanding ACRA annual return?

No. All outstanding annual returns must be filed (and any late fees paid) before ACRA will process a strike-off application.

What happens to the company’s UEN after strike-off?

The UEN is deactivated and cannot be reused. It remains on ACRA’s historical records but is no longer active.

Can a struck-off company still be sued?

Once struck off, the company no longer exists as a legal entity. Proceedings cannot be commenced against a dissolved company without first restoring it to the register.

Do I need to inform my bank before applying for strike-off?

Yes. You should close all corporate bank accounts before the strike-off is completed. Banks will typically require a directors’ resolution to close an account. Any funds remaining in accounts at the time of dissolution may be escheated to the government.

This article is for general information only and does not constitute legal advice. If you are unsure whether strike-off or winding-up is appropriate for your company, consult a qualified Singapore lawyer or company secretary.