Striking off and members' voluntary winding up — Costs and fees breakdown

Striking off and members’ voluntary winding up are the two routes to close a solvent Singapore company. Striking off is the cheaper, faster option for a dormant company with no assets, costing around S$800 to S$2,000 and taking four to six months; a members’ voluntary winding up suits companies with assets to distribute and costs S$5,000 to S$15,000 or more.

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

Striking off and members’ voluntary winding up: which route fits

Striking off is an administrative removal of the company from the register by ACRA, available where the company has ceased business, has no assets or liabilities, and is not party to any legal proceedings. It is the natural choice for a clean, dormant shell. A members’ voluntary winding up (MVL) is a formal liquidation chosen when the company is solvent but has assets to realise and distribute to members, or where directors want the certainty and finality of a liquidator’s discharge. An insolvent company cannot use either route and must enter creditors’ voluntary winding up or compulsory winding up instead.

Regulatory basis

Striking off is governed by the Companies Act 1967, under which ACRA may strike a company off the register on application where it is satisfied the company is not carrying on business and has no outstanding obligations. Members’ voluntary winding up is governed by the Insolvency, Restructuring and Dissolution Act 2018, which requires the directors to make a declaration of solvency stating that the company can pay its debts in full within twelve months. A licensed insolvency practitioner is appointed as liquidator. Tax clearance from IRAS is a practical prerequisite for both routes, and the company must have filed all outstanding returns.

Cost and timeline breakdown

Indicative 2026 figures:

  • Striking off (professional fee): S$800 to S$2,000.
  • Striking off timeline: four to six months, including ACRA’s gazette and objection windows.
  • Members’ voluntary winding up (liquidator and professional fees): S$5,000 to S$15,000+, scaling with asset complexity.
  • MVL timeline: typically eight to fourteen months from appointment to dissolution.

Before closing, directors often need to deal with the family-office or holding layer above the company; our cross-site explainer on 13O to 13U transition mechanics is relevant where a fund vehicle sits in the group. Founders winding down to relocate or move staff should also review the EntrePass eligibility and renewal position. For the full liquidation analysis, see our detailed guide on winding up a Singapore company in 2026.

Step-by-step: striking off

Cease business and settle all liabilities; close bank accounts; obtain tax clearance and file outstanding returns with IRAS and ACRA; pass a directors’ resolution; lodge the striking-off application via BizFile+; ACRA issues a notice and, if no objection is received, publishes the company in the Gazette before final removal. The total window reflects statutory objection periods, not processing speed.

Common mistakes and gotchas

Frequent issues: applying to strike off while the company still holds assets or a bank balance, which ACRA will reject; unfiled tax returns or unpaid GST blocking clearance; directors choosing striking off when an MVL is needed to obtain a clean liquidator’s discharge; and forgetting that a struck-off company can be restored to the register within a statutory period, so records should be retained.

Tax clearance and pre-closure housekeeping

Both routes require the company’s tax affairs to be in order. IRAS will expect all corporate income tax returns filed, any GST registration cancelled and final returns submitted, and outstanding taxes paid. ACRA will not strike off a company with unfiled annual returns. In practice, the housekeeping, closing bank accounts, settling inter-company balances, distributing remaining assets, and obtaining tax clearance, takes longer than the formal application itself. Starting this early is the single best way to shorten the overall timeline.

Choosing between the two routes in practice

For a dormant shell with no assets, no liabilities and a clean filing history, striking off is almost always the proportionate choice: cheaper, simpler, and adequate. A members’ voluntary winding up becomes worthwhile where the company holds assets that must be formally realised and distributed, where directors want the legal certainty of a liquidator’s discharge, or where stakeholders require an audited wind-down. The liquidator’s involvement adds cost but also adds finality that striking off, which can be reversed by restoration, does not fully provide.

Worked example

A holding company that has distributed its investments and holds only S$2,000 of cash wants to close. Because it still holds a bank balance, it first distributes the cash to members, closes the account, obtains tax clearance, then applies to strike off, total cost around S$1,500 over roughly five months. By contrast, a company still holding a S$4 million property portfolio chooses an MVL so a liquidator can realise the assets, settle any contingent claims, and distribute to members with a clean discharge, at a cost of around S$12,000 over about twelve months.

Official resources

Authoritative sources for this topic include www.acra.gov.sg, sso.agc.gov.sg and www.iras.gov.sg.

FAQs

What is the difference between striking off and winding up?
Striking off is an administrative removal by ACRA for a dormant company with no assets or liabilities. Members’ voluntary winding up is a formal liquidation by an appointed liquidator, used for solvent companies with assets to distribute.

How long does striking off take?
Around four to six months, driven mainly by ACRA’s notice, gazette, and statutory objection periods rather than processing time.

Do I need a declaration of solvency for an MVL?
Yes. Under the Insolvency, Restructuring and Dissolution Act 2018, the directors must declare that the company can pay its debts in full within twelve months.

Can a struck-off company be brought back?
Yes. A struck-off company can be restored to the register within a statutory period on application to the court, so company records should be kept.

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.