The Accounting and Corporate Regulatory Authority [ACRA] has the authority vested in it by the Singapore Companies Act that allows it to de-register any company if it finds that the company is no longer in operation. There are some conditions that need to be met if the ACRA must strike a company off its Register.
You may also wish to close the company for various reasons. One of the options available is to strike off the name of the company from the register.
As a director, you may apply to ACRA to strike off the company’s name from the register. 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 following criteria for striking off:
• The company has not commenced business since incorporation or has ceased trading.
• The company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future.
• The majority of the shareholder(s) has/have provided written consent to the striking off application.
• All the director(s) agree and consent to the striking off application.
•The company has submitted the last set of audited accounts (only for a public company limited by guarantee) OR the latest unaudited balance sheet (for all other companies).
• The company has no outstanding tax liabilities with Inland Revenue Authority of Singapore (IRAS).
• The company has no outstanding employers’ Central Provident Fund (CPF) contributions owing to the CPF Board.
• The company has no outstanding debts owed to any other government agency.
• There are no outstanding charges in the charge register.
• The company is not involved in any legal proceedings (within or outside Singapore).
If the company has submitted its last audited accounts, the accounts should have no assets and liabilities. However, if the accounts show that the company has assets and liabilities, the applicant must submit documentary evidence to show that the assets have been disposed off and that the liabilities have been settled or waived.
Ensure that there is no outstanding tax credit owing to the company before applying for striking off. When the company is dissolved, any tax credit due to the company will be paid over to the Insolvency and Public Trustee’s Office (IPTO). The shareholders of the defunct company may approach IPTO if they wish to claim the tax credit. Please note that IPTO may impose charges for the processing of the claim.
Once ACRA approves an application, the following process takes place:
- The ACRA sends out a “Striking-Off Notice” to the company at its registered office address, the company directors at their residential address, and the IRAS.
- The notice is sent within two weeks of receiving the application. ACRA provides a one-month period after the notice is sent for anyone to raise an objection.
- Once the one-month notice period expires, the ACRA will publish the name of the company in the Government Gazette. This is known as the First Gazette Notification and a three-month period is given for anyone to raise an objection to the application of de-registration.
- Subsequently, after a three-month period from the First Gazette Notification, if there is no objection, ACRA will publish the name of the Company in the Government Gazette and the name of the Company will be struck off the Register. The date that the Company is struck off will be stated.
- Overall, it takes at least five months for this entire processing of de-registration.
In case of Rejection of Application
When the application is not approved for some reason such as submission of incomplete documentation or existence of outstanding assets or liabilities, the ACRA returns the application for the applicant to make the necessary amendments / changes or take appropriate actions. In such a case, you can re-submit the application for re-consideration for de-registration of the company.