How To Close a Dormant Company in Singapore

1. Is the Company Really Dormant? (Definition Check)

Before beginning the closure process, business owners need to confirm that their company qualifies as dormant under ACRA’s definition.

According to the Companies Act, a company is considered dormant when it has no significant accounting transactions during the financial year. This means:

No revenue from business activities
No purchase of goods or services for business purposes
No payment of salaries or director fees
No active business operations

However, certain transactions are still allowed while maintaining dormant status:

Payment of annual filing fees to ACRA
Payment for company secretary services
Filing of annual returns and financial statements
Maintaining a registered office address
Payment of statutory fees under any written law
Nominal payments or receipts not exceeding SGD 5,000

Example scenario: Sarah incorporated a company in 2023 for a business idea that never materialized. She paid her company secretary and ACRA filing fees but conducted no business activities. Her company qualifies as dormant under ACRA’s definition.

If a company has even minor business transactions—such as paying contractors, receiving income, or purchasing supplies—it is not considered dormant, and all compliance requirements must be completed before closure.

2. Striking Off vs Winding Up: Which Route to Take?

Singapore offers two primary methods to close a dormant company: striking off and winding up. Understanding the difference is crucial for choosing the appropriate option.

Striking Off (Most Common for Dormant Companies)

Striking off is the simpler, more cost-effective option for companies that meet specific criteria:

The company has ceased operations or never commenced business
All liabilities have been settled
All directors agree to the closure
The company has no outstanding legal proceedings
No assets or liabilities exist at the application date

This process is handled through ACRA’s BizFile+ portal and typically takes at least 3-4 months from application approval to final deregistration. Importantly, ACRA charges no filing fee for striking off applications.

Winding Up (For Complex Cases)

Winding up becomes necessary when:

The company has outstanding debts or liabilities that cannot be settled
There are disputes among shareholders
The company owns significant assets that need formal distribution
Legal proceedings are ongoing
The company is insolvent

Winding up requires appointing a licensed liquidator and is considerably more expensive and time-consuming than striking off. As of January 29, 2026, the Simplified Insolvency Programme (SIP 2.0) offers eligible companies with total liabilities not exceeding SGD 2 million a more streamlined process for winding up.

For most dormant companies with no assets or liabilities, striking off is the appropriate choice.

3. Outstanding Liabilities That Must Be Cleared First

One of the most common reasons for application rejection is failing to settle outstanding obligations. Before applying to strike off a company, the following must be cleared:

ACRA Requirements

Any penalties for late filing must be settled
No ongoing summonses issued to the company
The company has no assets or contingent liabilities
The company is not involved in any legal proceedings or regulatory/disciplinary actions
All or a majority of directors must authorise the submission of the striking-off application

IRAS Obligations

All Corporate Income Tax Returns (Form C-S, Form C-S Lite, or Form C) must be filed up to the date of business cessation
All outstanding tax liabilities must be paid
All tax assessments must be finalized
GST registration (if applicable) must be deregistered

Important: From August 1, 2026, IRAS no longer accepts financial statements and tax computation submissions via alternative methods—only through mytax.iras.gov.sg digital services

CPF Board

All CPF contributions for employees must be settled
Final CPF clearance must be obtained

Other Creditors

All suppliers, vendors, and service providers must be paid
Any loans or credit facilities must be fully repaid
Bank accounts should remain open until all transactions are completed

Important: ACRA will reject striking off applications if any of these obligations remain outstanding. Additionally, IRAS may lodge an objection to the striking off application, and if the objection is not resolved within 2 months, the company will need to submit a new application after the objection is cleared.

Tax Credit Considerations

Business owners should verify whether the company has any outstanding tax credits before striking off. Once a company is dissolved, unclaimed tax refunds transfer to the Insolvency & Public Trustee’s Office, where shareholders can still claim them but must pay processing fees. It is more advantageous to claim these credits while the company remains active.

4. The Complete ACRA Striking Off Timeline

Once a company is confirmed dormant and all liabilities are cleared, here is what to expect during the striking off process:

Phase 1: Application Submission (Week 1-2)

Directors or company secretary lodge the striking off application online via ACRA’s BizFile+ portal using CorpPass
No filing fee is required for this transaction
No supporting documents are required at submission
Ensure registered office address and company email address are updated in BizFile before submission
All or majority of directors must endorse the application within 14 days, or the application will lapse

Phase 2: ACRA Review (Week 3-4)

ACRA reviews the application for completeness
ACRA may request additional information or clarification
ACRA verifies with government agencies (IRAS, CPF Board) that all obligations are cleared
ACRA either approves or rejects the application

Phase 3: First Gazette Notification (Week 5-8)

Upon approval, ACRA sends a striking off letter to the company’s registered office address, all officers (directors, company secretary, shareholders), IRAS, and CPF Board
30 days after application approval, ACRA publishes the company name in the Government Gazette (First Gazette Notification)
This publication provides a 60-day period during which any interested parties may lodge objections with supporting documentation

Phase 4: Objection Period (Week 9-16)

Creditors, suppliers, employees, or anyone with claims against the company can file objections
If objections are filed with supporting documents, ACRA pauses the strike off process
The company is given 2 months to resolve the matter with the objector
If not resolved within 2 months, the application lapses and a fresh application must be submitted after the objection is cleared
Objections without supporting documents may be rejected by ACRA

Phase 5: Final Gazette and Deregistration (Week 17+)

If no objections are received or all objections are cleared, ACRA publishes the Final Gazette Notification
The company is officially struck off from the register and ceases to exist as a legal entity
The Final Gazette states the exact date the company is struck off

The entire process typically takes at least 3-4 months from application approval to completion, assuming no complications or objections arise.

5. What Happens to the Company Name After Closure?

Many business owners wonder whether they can reuse their company name or if someone else can register it immediately after closure.

Once a company is struck off, the company’s name becomes available for public use after a specified restriction period. According to ACRA regulations and the Business Names Registration Act:

For companies struck off the register: There is a 6-year restriction period before the identical name can be registered by the same or different parties.

This means:

The exact same name cannot be immediately re-registered
Others can apply to use the name after the 6-year period expires
ACRA may still exercise discretion in approving name applications to prevent confusion or misleading the public

Alternative Considerations

Business owners planning to start a new venture and wishing to preserve their brand name may consider these alternatives:

Keep the current company active (even if dormant) to retain the name
Register a trademark for the business name through the Intellectual Property Office of Singapore (IPOS)
Incorporate a new company with a slightly modified name before closing the old one

6. Post-Strike Off Record Retention Requirements

Even after a successful strike off, certain responsibilities remain. Company officers must retain all company books and papers for at least 5 years after the dissolution date.

This includes:

Accounting records
Tax documents
Corporate records
Minutes of meetings
Financial statements

Failure to maintain these records may result in complications if regulatory queries arise or if the company needs to be restored to the register.

7. Company Restoration Possibilities

In rare cases, a company may be restored by a court order within six years of its striking-off date. The court order must be lodged via Bizfile, and once processed by ACRA, the company’s status will be updated to ‘Live’ with no filing fee required.

Making the Right Closure Decision for Your Business

While the striking off process follows a clear procedural framework, the pre-clearance requirements and compliance verification often involve multiple touchpoints across ACRA, IRAS, and CPF Board. The complexity typically lies not in understanding the steps, but in coordinating the clearances and ensuring nothing is overlooked.

Professional corporate secretarial firms can assist with the complete closure process, including:

Dormant accounts preparation and filing
Annual filing assistance with ACRA
Tax return completion and IRAS coordination
Application submission and follow-up with ACRA
Objection management if issues arise during the gazette period

These services help ensure all regulatory requirements are met before application submission, reducing the risk of rejection or objection-related delays that can extend the timeline significantly.

Closure vs Dormancy: Strategic Considerations

The decision between permanently closing a company and maintaining it in dormant status depends on several strategic factors:

When closure makes sense:

No foreseeable business use for the entity
No brand or intellectual property tied to the company name
Desire to eliminate ongoing compliance obligations entirely
Directors want a clean administrative slate

When maintaining dormant status may be preferable:

Temporary market downturn with solid business fundamentals
Intention to resume operations within 1-2 years
Company holds valuable business relationships or contracts
Difficulty re-establishing corporate bank accounts under current regulatory requirements

The key is making this decision proactively rather than reactively. Business owners who address dormant company status before compliance deadlines or director changes avoid the pressure of last-minute decisions and potential penalties for non-compliance.

Recognizing the right timing—whether to proceed with striking off or maintain dormant status strategically—allows for thoughtful execution rather than crisis management. Companies can consult qualified corporate service providers or accounting firms to evaluate their specific circumstances and determine the most appropriate path forward.