Winding Up a Singapore Company in 2026: New ACRA Lodgement Rules, Timelines and What They Mean for Directors

Closing a company in Singapore has never been a simple administrative exercise, but 2026 has brought a more complex regulatory landscape than before. The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) — which passed Parliament on 5 November 2025 and commenced in phases from April 2026 — has reshaped the statutory framework for winding up Singapore companies.

For directors, shareholders, and company secretaries considering voluntary winding up, or for those facing compulsory winding up, understanding the new rules is critical. This guide explains what has changed, how the new lodgement obligations work, and what directors must now do to remain compliant throughout the winding-up process.

Background: What CALA 2025 Changed in Winding Up Law

CALA 2025 is the most comprehensive overhaul of Singapore’s corporate statutes in over a decade. It amends the Companies Act 1967, the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), and a number of related statutes. The winding-up-related provisions focus on three broad areas: tightening the lodgement and documentation requirements for liquidators, strengthening director duties and penalties during insolvency, and clarifying the grounds and procedures for company restoration and striking off.

These changes sit alongside the earlier enhancements introduced by the Insolvency, Restructuring and Dissolution (Amendment) Act 2025 — which introduced the Simplified Insolvency Programme 2.0 (SIP 2.0) and commenced on 29 January 2026 — creating a layered set of new rules that practitioners and directors must navigate.

New ACRA Lodgement Obligations for Liquidators

One of the most practically significant changes is the revision of lodgement timelines and documentation requirements for liquidators submitting filings via ACRA’s BizFile+ portal. Under the new regime:

Enhanced Documentation Requirements

Liquidators must now provide more supporting documentation when lodging winding-up-related documents with ACRA. Applications for company restoration, in particular, are now subject to mandatory refusal grounds: ACRA and the courts may refuse to restore a company to the register if there is a risk that the entity would be used for unlawful purposes or in a manner contrary to national interests. This means applicants must provide more robust evidence of legitimate business intent, which can add weeks to the processing timeline.

Record Inspection and Access

CALA 2025 abolished the previous minimum opening hours for inspection of company records. Companies must still make records available for at least two hours each business day, but the rigid fixed-hour requirements that previously applied have been removed. Liquidators and practitioners should ensure their internal processes and template documents reflect these updated access rules.

Director Disqualification Monitoring

Under new provisions, directors convicted of specific money-laundering offences now face automatic disqualification. Liquidators must verify director eligibility during the appointment process — adding a step to what was previously a more routine check.

Members’ Voluntary Winding Up (MVW): The Solvent Path

The members’ voluntary winding up (MVW) remains the cleanest route for solvent companies that have completed their commercial purpose and wish to close. Under the IRDA, the process works as follows:

1. Declaration of Solvency: The directors must make a statutory declaration that the company will be able to pay its debts in full within a period not exceeding 12 months from the commencement of winding up. Under CALA 2025, the personal liability exposure for directors who make a false declaration of solvency has been clarified and the maximum penalties increased.
2. Shareholders’ Resolution: The company passes a special resolution to wind up voluntarily, requiring a 75% majority of shareholders present and voting.
3. Appointment of Liquidator: The shareholders appoint a licensed insolvency practitioner as liquidator. The liquidator must be an ACRA-approved liquidator.
4. BizFile+ Lodgement: The liquidator lodges the resolution, declaration, and supporting documents on BizFile+. The new CALA 2025 documentation requirements apply at this stage.
5. Realisation and Distribution: The liquidator realises the company’s assets, pays creditors (if any), and distributes remaining funds to shareholders.
6. Final Meeting and Dissolution: The liquidator convenes a final general meeting of members, presents the final accounts, and lodges a return with ACRA. The company is dissolved three months after lodgement.

Typical timeline for a straightforward MVW: 4 to 8 months from resolution to dissolution, depending on the complexity of the asset realisation and any outstanding issues.

Creditors’ Voluntary Winding Up (CVW): The Insolvent Path

Where a company is insolvent — or where the directors cannot in good conscience make a declaration of solvency — the creditors’ voluntary winding up (CVW) applies. CALA 2025 has introduced changes to how CVW creditors’ meetings and liquidator reporting work:

Director Obligations Pre-Appointment

Under the IRDA, directors of an insolvent company must lodge a statutory declaration with the Official Receiver and a separate declaration with ACRA stating that the company cannot continue as a going concern. CALA 2025 has sharpened the personal liability exposure for directors who delay this process or who continue trading while insolvent.

Director Penalties Under CALA 2025

This is the most significant change for directors in the winding-up context. Previously, a breach of the director duty of reasonable diligence under Section 157 of the Companies Act carried a maximum fine of S$5,000. Under CALA 2025, this has increased to S$20,000, with the possibility of up to 12 months’ imprisonment for serious breaches. Directors who engage in wrongful trading — continuing to incur debts knowing the company is insolvent — face personal liability for those debts under Section 239 of the IRDA.

Compulsory Winding Up: Court-Ordered vs ACRA-Directed Striking Off

It is important to distinguish between two routes by which a company can be involuntarily removed from the register:

If you are looking at our guide on how to strike off a Singapore company for the administrative route, note that striking off is only appropriate for companies that are dormant and have no outstanding liabilities. If there are unresolved creditor claims, the voluntary winding up route is the correct path — and attempting to use striking off in the presence of creditors is itself a ground for ACRA to refuse the application.

Striking Off vs Voluntary Winding Up: Which Should You Choose in 2026?

For directors of Singapore private limited companies deciding how to close, the choice between striking off and MVW depends on several factors:

Choose Striking Off if:

• The company is genuinely dormant (no assets, no liabilities, no active business)
• No creditors or outstanding contingent liabilities exist
• No legal proceedings are pending or contemplated
• The company has filed all outstanding statutory returns
• Speed and cost minimisation are priorities

Choose MVW if:

• The company has assets to distribute to shareholders
• There are outstanding creditor balances that need to be formally settled
• The company has a bank account with remaining funds
• Directors need the legal protection of a formal liquidator appointment
• There is any risk of future claims against the company

The Company Secretary’s Role in Winding Up

Under Singapore’s Companies Act, the company secretary plays a key role in the administrative preparation for winding up. Before a winding-up resolution is passed, the company secretary should:

• Confirm all outstanding annual returns with ACRA have been filed
• Confirm all GST returns with IRAS are up to date (and arrange GST de-registration where applicable)
• Confirm all CPF contributions are cleared
• Confirm the Register of Registrable Controllers is updated
• Assist directors in preparing the directors’ statement for the shareholders’ meeting
• Prepare the notice and minutes of the shareholders’ resolution
• Coordinate with the appointed liquidator on BizFile+ lodgements

The statutory duties of a company secretary do not automatically cease on the passing of a winding-up resolution — they continue until the liquidator takes formal control of the company’s affairs. You can also review our guide on the Singapore compliance calendar to ensure all pre-winding-up obligations are met.

If you need legal advice on the winding-up process — particularly on the director’s statutory declaration or questions of solvency — we can point you in the right direction. For sound financial planning and investment decisions regarding how to structure assets before and after winding up, these are also important considerations for business owners.

Conclusion

CALA 2025 has made the winding-up landscape in Singapore more demanding for directors and practitioners alike. The increased penalties for breaching director duties, stricter lodgement documentation requirements, and the new grounds for refusing company restoration all require directors to be more proactive — and more careful — when managing the closure of a company.

Whether you are considering a members’ voluntary winding up, navigating a creditors’ voluntary winding up, or simply deciding whether striking off is appropriate for your dormant entity, getting the process right from the outset will save time, cost, and personal risk.

For the latest Singapore business and regulatory news, directors and business owners can find useful resources and updates to stay informed.

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