How to Strike Off a Company in Singapore?

1 Dec

How to Strike Off a Company in Singapore?

In the business world, there are always companies going for strike-off due to many unforeseen circumstances such as disputes between shareholders, directors of the company may choose to shut down their business. However, not all companies are eligible to apply for strike off. They have to meet the criteria stated by ACRA in order to apply for the strike off documents and accounts.

The criteria set by ACRA are as follows:

  • The business must have ceased trading or not began business from their incorporation date.
  • The business must not have any outstanding tax liabilities with IRAS and must not be indebted to any other government agency.
  • The business must not have any outstanding charges in the company’s charge register.
  • The business must not be involved in any court proceedings (within or outside Singapore).
  • The director(s) must obtain the written consent of the majority of the shareholders.
  • The company must not have any current/contingent assets and liabilities.
  • The accounts attached must be drawn up till the date of cessation indicated in the application (if applicable).

Companies Limited by Guarantee must submit the last set of audited accounts.  After meeting all of the criteria, the companies can start preparing the documents or accounts needed for strike-off.

The strike off documents required by Accounting and Corporate Regulatory Authority Singapore (ACRA) are as follows:
1. Declaration of Strike Off
2. Application for Strike Off
3. Tax Clearance
4. Waiver of Form C-S/C, if any

However, the submission of the strike-off documents varies according to the company’s transaction.

If the company has not carried out any transaction since its incorporation date and has not filed for any audited accounts, they are not required to submit any audited accounts with its application. However, the company has to close the bank account before its strike-off, if any, and also provide a bank statement as an evidence for the closure. Besides that, they will only need to prepare the strike off documents as mentioned above. For companies that have filed audited accounts previously, they have to submit a copy of the latest audited report together with the strike-off documents.

If company has carried out transactions, they will have to ensure that they have no liabilities and assets in the last audited accounts. If there are no assets or liabilities, they have to submit a copy of its certificate of exempt private company in the last Annual Return without the last audited report. Otherwise, the company must enclose the last set of audited accounts in its application and the directors must provide explanation and evidence in their applications on how these assets or liabilities are disposed of.

With all the documents ready, the application is required to be submitted online through Bizfile. The application will take around 7 to 14 days for ACRA approval. Once it is approved, a striking off notice will be given to the company and IRAS for anyone to raise objection. If there is no objection raised, the final notification will be given with the struck off date.

For applications that are not approved, companies will receive an email notifying them. It may be due to the outstanding assets or liabilities, and companies can re-submit its documents for ACRA to re-consider. The entire striking off process will take around six months to be completed.

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