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Guide To Striking Off A Company In Singapore

Guide To Striking Off A Company In Singapore

Striking off a company is one of several ways to liquidate a company. This article will cover how does one strike off a company in Singapore and what are the benefits of striking off compared to winding up.

Process To Striking Off A Company

Striking off a company in Singapore is the process of removing your company from the Companies Register. Applications are made to the Accounting and Corporate Regulatory Authority (ACRA) for approval. This can be done by striking it off for non-activity or striking it off voluntarily, which means you are striking down all subsidiaries as well.

To strike off a company in Singapore, you have to follow the striking off process:

The first step is ensuring that your company must not be carrying out any business activity or operations. You will then need to satisfy the following criteria for striking off:

  • The company has not commenced business since incorporation or has ceased trading. 
  • The company has no outstanding tax liabilities owed to Inland Revenue Authority of Singapore (IRAS), Central Provident Fund (CPF) Board and any other government agency.
  • There are no outstanding charges in the charge register. 
  • The company is not involved in any legal proceedings (within or outside Singapore).
  • The company is not subject to any ongoing or pending regulatory action or disciplinary proceedings.
  • The company has no existing assets and liabilities as at the date of application and no contingent assets and liabilities that may arise in the future. 
  • All/majority of the director(s) authorize you, as the applicant, to submit the online application for striking off on behalf of the company.  

The second step is ensuring all Corporate Income Tax Returns (Form C-S/ Form C-S (Lite)/ Form C) are filed up to the date of cessation of business. Make sure that you do not have any outstanding tax liabilities with IRAS, Central Provident Fund Board, or any other government agencies to prevent any objection to the application of the strike-off.

The third step is applying for the strike-off. The company director, company secretary, registered filing agent or a corporate service provider can go through BizFile or CorpPass to lodge a striking-off application. There is no filing fee for the striking off application.

The entire process of striking off a company usually takes about four-five months.

Once the application is completed and approved, a striking off notice will be sent to the registered office of your company, company directors, and company secretary residential address within 5 days. If there are no objections, the company name will be published in the Singapore Government Gazette after 30 days. This is the first Gazette notification.

The company is only considered to be struck off after 60 days from the first Government Gazette notification. If there are no objections from any interested person during the 60 days, the name of the company will be published in the Government Gazette once again. It will then be struck off the register. The day that the firm is deleted from the register will be stated. This is known as the Final Gazette Notification.

Who can file an objection?

Any interested person, for example, a debtor, can file an objection against a striking-off application. When an objection is received, ACRA will delay the filing and notify the company to resolve its issues within two months of the date of objection.

What happens after you strike off your company?

When your firm has been removed and liquidated, you must safeguard all of its books and papers for at least 5 years after it is dissolved. This duty also applies to any individual who was an officer (typically meaning a director, secretary, or employee in an executive capacity) of your company immediately before it was shut down.

The following documents you should keep for at least five years:

  • Any prospectus or offer document relating to the issue of shares;
  • Any books and records which were used by employees in connection with any part of their work. This includes registers (for example, register of members, debenture holders), minute books, share transfer books, stock records;
  • All correspondence with the Registrar of Companies (including documents on which your firm’s name or any other details were entered on the register); and
  • Any financial statements prepared for internal use by employees in connection with their work.

A company can be reinstated 6 years after its name has been struck off by a Court Order. The status of the firm must be updated to “live” using BizFile+ and the Court Order must be lodged through BizFile+.

💡A director who has three of his firms struck off by ACRA within a five-year period will be banned from acting as a director or participating in the management of any firm for a five-year period starting after the date on which the third company is deleted.

After any assets have been sold to repay outstanding debts owed, the company’s shareholders should reclaim all remaining assets. For more information on how to settle a business’s assets and liabilities before it is shut down, contact your company’s secretary or a professional corporate solutions firm.

Benefits Of Striking Off Compared To Winding Up A Company In Singapore

There are three main benefits of striking off a company in Singapore compared to winding up:

Firstly, striking off removes your liability as director(s) or shareholder(s). You will be relieved from any further legal responsibility if you have chosen this option instead of winding up. This may include meeting any outstanding debts and liabilities that were not settled during the liquidation process.

Secondly, winding up is a more formal approach that involves the appointment of a liquidator to run the company’s closure, such as the realization and distribution of corporate assets and outstanding liabilities. Thus, if a company has no assets or liabilities and is not currently in business, it is cheaper and quicker to close a company by striking off.

Third, striking-off does not mean that all records related to the company have been deleted – it remains available. Which allows interested parties to restore the company within 6 years. This is different from winding up as once a company is liquidated it is usually final.

Although striking off a company is easier than winding up, the striking off process involves more steps. In addition, one also needs to ensure that all outstanding debts have been paid before striking them from the register. You can do it yourself or engage our firm for assistance.

We hope this article was helpful for those who want to know how does one strike off a business in Singapore. If you wish our assistance with striking your company or require further information regarding striking a company in Singapore please contact us today.

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