A company may apply to ACRA (Accounting and Corporate Regulatory Authority) to strike its name off the Register pursuant to Section 344 of the Companies Act.
ACRA may approve the application if it has reasonable cause to believe that the company is not carrying on business and the company is able to satisfy the criteria for striking off.
Criteria for Striking Off
The basic conditions that the company has to fulfil and ensure that the Company:
- Must have ceased operation
- Must not be involved in any court proceedings whether inside or outside Singapore
- Must have no assets and liabilities at the time of making the application
- Must not have any outstanding penalties or offers of composition owing to the Registry
- Accounts and tax computations have been submitted up to the date of cessation of business; and
- Must not have any outstanding tax liabilities with IRAS (Inland Revenue Authority of Singapore)
- Must not have any GST matters and GST registration has been cancelled.
- Must not be indebted to other government departments
- The officers (e.g. directors and secretaries) of the company must not have any outstanding ACRA summonses against any of them.
- All the shareholders must consent to the striking off and the company
- There are no active Corporate Bank Accounts
Procedure for Striking Off
- Prepare a clean set of Financial statements and documentary evidences for the disposal or settlement of assets and liabilities.
- Hold the last AGM and submit the annual return with ACRA.
- Apply waiver for filing of FormC/Form CS with IRAS and a tax clearance acknowledgement shall be obtained from IRAS.
- Company’s current account to be closed, upon all tax incentives/rebates/refunds from IRAS.
- Prepare statutory documents, declarations and submit the application for striking off the Company to ACRA.
- A period of one month is given in the Striking Off Notice to director/shareholders that may wish to raise any objection to the application. and,
- Registered office address and Directors residential addresses must be update with ACRA to receive the striking off notices and status on the strike off application.
- After the one month period has expired, a notification of the intention to strike off this company off the register in three months’ time will be made in the Government Gazette. Any interested person can still raise an objection to the application during this three months period.
- After the three months have expired, a final notification will be made stating that the company has been struck-off the register. The date that the company is struck-off will also be stated in the final notification. The entire Company striking off process therefore takes about five months.