How to Strike Off a Company in Singapore
A company could strike-off for any unforeseen circumstances. Even if your 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.
A strike-off could occur in the event of disputes between shareholders, or if the directors of the company simply choose not to proceed with their business any longer for their own valid reasons.
For a company to qualify for a strike-off, it needs to fulfil the following criteria by ACRA:
- Your business has ceased trading or not conducted any business from the date of company incorporation.
- Your business does not have any outstanding tax liabilities with IRAS.
- Your business is not indebted 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 has 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 will only be required 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 will not be required to submit any audited accounts with this application. Companies who have audited accounts previously will have to submit a copy of the latest audited report together with the strike-off documents.
Your company will be required to close any bank accounts you have associated with the company before the strike-off process, and provide a bank statement as evidence of the closure.
Before the strike-off process, you will need to ensure that the company has no liabilities and assets in the last audited accounts, if your company has carried out any transactions since then. If there are no assets or liabilities, you will have to submit a copy of its certificate of exempt private company in the last Annual Return without the last audited report. If not, your company will be required to 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.
Once you have the documents completed, you application must be submitted online through BizFile, and it will take around 7 to 14 working days for ACRA to approve. Upon approval, a striking-off notice will be given to the company and IRAS for anyone to raise objection. If there are no objections, the final notification will be given with the strike-off date mentioned.
Applications which have not been approved, companies will receive an email notifying them regarding it. The entire strike-off process should take about six months to complete.