Winding Up a Singapore Company in 2026: New ACRA Lodgement Rules and CALA 2025 Changes Explained

From 6 May 2026, every director, shareholder, or creditor considering the winding up of a Singapore company must navigate a significantly reshaped regulatory landscape. The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) has introduced amendments to both the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) and the Companies Act 1967 that affect winding up timelines, liquidator obligations, and the consequences facing directors of insolvent companies.

This guide explains what has changed, what it means for directors, and how the new rules affect your decision between striking off and voluntary winding up in 2026.

Background: What CALA 2025 Changed for Winding Up

CALA 2025 was the most significant overhaul of Singapore’s corporate statutes in over a decade. It passed Parliament on 5 November 2025 and commenced in tranches from 6 May 2026. Amendments relevant to winding up and insolvency fall into three broad areas:

• New and tighter lodgement obligations for liquidators filing with ACRA via BizFile+
• Enhanced director duties in the period leading up to and during insolvency, with materially increased penalties
• Stricter grounds for ACRA and courts to refuse restoration of struck-off or wound-up entities

Together, these changes make the winding up process more accountable — but also more demanding — than it was before May 2026. If you are planning to close a company, understanding the full scope of CALA 2025 is essential groundwork.

New Lodgement Obligations for Liquidators

One of the most operationally significant changes under CALA 2025 concerns the documentation and timeline obligations placed on approved liquidators when filing with ACRA.

Under the revised IRDA framework, liquidators must now:

• Submit more comprehensive supporting documents with each BizFile+ lodgement — including evidence of creditor notification, asset schedules, and where applicable, explanations of any delay in proceedings
• Adhere to tighter timelines for key filings, including the 12-month receipts and payments return required under Section 192(1)(a) of the IRDA
• Provide additional information about the circumstances of winding up where ACRA flags the application for review
• Confirm that the company does not represent a risk of being used for unlawful purposes — a new mandatory consideration that ACRA and the courts must now assess before granting certain applications

These enhanced documentation requirements mean that liquidators and their advisors need to start gathering supporting materials earlier in the process. Creditors and directors who are engaging a liquidator should factor in longer lead times for initial filings than were typical before May 2026.

Members’ Voluntary Winding Up (MVW): What Has Changed

A Members’ Voluntary Winding Up (MVW) is the appropriate route when a company is solvent — that is, it can pay all its debts in full — but the shareholders have decided to close it down. The MVW process under the IRDA requires directors to make a statutory declaration of solvency before the process commences.

Under the CALA 2025 amendments, the key changes for MVW are:

• The declaration of solvency must now include more detailed information about the company’s assets and liabilities, and must be supported by a documented review of the company’s financial position
• Directors who make a declaration of solvency without reasonable grounds for believing it to be true face increased penalties — up to S$20,000 and up to 12 months’ imprisonment for serious breaches under the amended IRDA
• The liquidator’s reporting obligations during MVW have been enhanced, with tighter timelines for filing receipts and payments and a stricter regime for communicating with members

The practical implication: before commencing an MVW, directors must conduct a thorough financial review and ensure all known liabilities — including contingent liabilities, tax assessments, and CPF obligations — have been identified and can be paid in full.

Creditors’ Voluntary Winding Up (CVW): Key Updates

A Creditors’ Voluntary Winding Up (CVW) applies where a company is insolvent or the directors cannot make a solvency declaration. Here, the interests of creditors take precedence, and a liquidator is appointed to manage the orderly realisation of assets for creditor distribution.

Under the revised framework:

• The liquidator’s obligations to report to and communicate with creditors have been tightened
• Creditors’ meetings must be conducted with enhanced documentation and disclosure — creditors are entitled to more detailed information about the circumstances of the company’s financial failure
• Directors face increased scrutiny of transactions in the period leading up to the CVW, including potential liability for insolvent trading and unfair preference payments made to connected parties

For directors of companies in financial distress, the message is clear: early legal advice is critical. The window for taking remedial action — and avoiding personal liability — narrows significantly once insolvency becomes apparent. Our guide on director duties and personal liability in Singapore explains what obligations attach in this period.

Enhanced Director Duties During Insolvency Under CALA 2025

CALA 2025 has materially sharpened the consequences for directors who fail in their duties when a company approaches or enters insolvency. Key changes include:

• Increased fines: penalties for certain director duty breaches have risen to S$20,000 (from previously lower thresholds), with imprisonment terms of up to 12 months for the most serious offences
• Expanded liability triggers: directors are now at greater risk of personal liability for insolvent trading if they allow a company to incur debts knowing — or having reasonable grounds to suspect — that it cannot pay them as they fall due
• Stricter anti-avoidance rules: transactions entered into within the relevant look-back periods before winding up (typically two years for related party transactions, six months for others) face heightened scrutiny and are more readily reversed by a liquidator

These changes apply regardless of whether the winding up is voluntary or court-ordered. Directors of companies showing signs of financial distress should seek advice promptly — both from their corporate advisors and, where appropriate, from legal counsel.

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

One of the most common questions directors face when closing a Singapore company is whether to apply to ACRA for striking off or to commence a formal voluntary winding up.

The choice depends on a few key factors:

In short: if the company has no assets, no liabilities, and has ceased trading, striking off is the simpler and cheaper route. If the company has assets to return to shareholders, or has liabilities that need to be formally settled through a liquidation process, a voluntary winding up is appropriate. Our guide to closing down a Singapore company covers both routes in detail.

For companies that qualify — typically small insolvent companies with assets under S$50,000 — Singapore’s Simplified Insolvency Programme (SIP 2.0) may offer a more cost-efficient path to winding up.

New Grounds for Refusing Restoration After CALA 2025

A significant change introduced by CALA 2025 is the addition of mandatory refusal grounds for restoration applications — both administrative restoration by ACRA and court-ordered reinstatement. ACRA and the courts must now refuse an application to restore a struck-off or wound-up company where there is reason to believe the entity is likely to be used for unlawful purposes or where restoration would be contrary to Singapore’s national security or interests.

This change reflects the government’s broader focus on countering money laundering and misuse of corporate vehicles. For legitimate applicants — such as creditors, directors, or shareholders with valid claims — it means that restoration applications must be accompanied by clear documentation of the legitimate purpose. Applications that cannot demonstrate a lawful and specific reason for restoration face a harder path than before.

Practical Checklist for Directors Planning to Wind Up a Singapore Company

• Confirm whether the company is solvent (MVW) or insolvent (CVW or court winding up)
• Clear all IRAS tax obligations — file outstanding returns and obtain tax clearance where required
• Settle all CPF contributions for employees and discharge employment contracts properly
• Review recent transactions for potential unfair preference or undervalue concerns under the revised IRDA look-back periods
• Engage an approved liquidator early — they will guide documentation, BizFile+ lodgements, and creditor communications under the CALA 2025 enhanced requirements
• Directors signing a declaration of solvency must ensure the company genuinely can pay all debts — the penalties for a false declaration have increased materially under CALA 2025
• If considering striking off instead of winding up, confirm the company has zero assets, zero liabilities, and has filed all outstanding ACRA and IRAS documents

For the latest Singapore business and regulatory news, directors can find useful updates on the evolving compliance landscape.

If you need legal advice on your obligations during insolvency or the winding up process, specialist legal counsel is strongly recommended, particularly where personal liability risk is involved.

Beyond corporate compliance, sound financial planning is equally important for business owners navigating company closure.

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