Companies in Singapore Can Employ a Strike-Off Process
A strike-off process could occur in the event of disputes between shareholders. Also, it may happen when the directors of the company decide not to proceed with their business further for their own valid reasons.
A company could strike-off for any unforeseen circumstances. Even if you decide your company may need to opt for a strike-off, that does not necessarily mean your business would be eligible for a strike-off however, as it would still need to meet the standards and criteria which have been stipulated by the Accounting and Corporate Regulatory Authority (ACRA) before you can apply for the strike-off documents and accounts.
For a company to qualify for a strike-off, it needs to fulfill the following criteria by ACRA:
- Cessation of trading or not being part of any business from the date of company incorporation.
- No outstanding tax liabilities with IRAS.
- Your business has no debts to any other government agency.
- The accounts attached must be drawn up until the date of cessation indicated in the application (if applicable).
- Your business must not have any outstanding charges in the company’s charge register.
- Your company must not have any current or contingent assets and liabilities.
- The business must not have been involved in any court proceedings either within or outside Singapore.
- The director(s) of the company must obtain the written consent of the majority of the shareholders before filing for a strike-off
Do note that companies which a Companies Limited by Guarantee will be required to submit the last set of audited accounts. Only once all the strike-off criteria have been met, the companies can then start preparing the documents or accounts needed for strike-off.
Strike-Off Application Process
To begin the strike-off process, you would need to provide the following documentation to ACRA:
- Tax clearance
- Waiver of Form C-S/C (if any)
- Declaration of the strike-off
- Application of the strike-off
You have to prepare the strike-off documents above. Do note, however, that the submission of strike-off documents will vary according to the company’s transaction. If the company has not carried out any transaction since the date of incorporation, and it has not filed for any audited accounts, they may not submit any audited accounts with this application. Companies who have audited accounts previously will have to submit a copy of the latest audit report together with the strike-off documents.
Your company should close any bank account that represents the company before the strike-off process. Provide a bank statement as evidence of the closure.
Before the strike-off process, your company must have no liabilities and assets in the last audited accounts. This happens if your company has carried out any transactions since then. If there are no assets or liabilities, you will submit a copy of its certificate of an exempt private company in the last Annual Return without the last audited report. If not, your company have to enclose the last set of audited accounts in its application. Additionally, the directors must provide an explanation and evidence in their applications on the assets or liabilities’ disposition.
After Submission of Requirements
Once you have the documents completed, submit your application online through BizFile. It will take around 7 to 14 working days for ACRA to approve. Upon approval, you’ll receive a striking-off notice, in which you can raise an objection. If there are no objections, there will be a final notification which includes the strike-off date.
If the authorities have declined your application, companies will receive an email notifying them regarding it. The entire strike-off process should take about six months to complete.