Striking Off Your Company in Singapore - The Proper Way

So, your business journey in Singapore is coming to an end. Perhaps the venture didn't take off as planned, or you've decided to pivot entirely. Whatever the reason, if your Private Limited Company is no longer active and has no intention of resuming business, "striking off" is often the most straightforward and cost-effective way to formally close it. 

But don't just abandon your company! Proper closure through striking off is crucial to avoid future liabilities and ensure a clean break. It's an administrative process handled by ACRA (Accounting and Corporate Regulatory Authority) that removes your company from the official register. 

Is Striking Off Right for Your Company? 

Striking off is generally suitable for companies that: 

1. Are No Longer Operating: The company must have ceased all business activities. 

2. Have No Outstanding Debts: There should be no outstanding liabilities to creditors (including suppliers, banks, landlords, or employees). 

3. Have No Assets: All assets, if any, must have been disposed of. 

4. Are Not Involved in Legal Proceedings: The company must not be involved in any current or anticipated legal actions. 

5. Have Complied with ACRA/IRAS Filings: All Annual Returns and tax filings (including a final tax return, if applicable) must be up-to-date. 

6. Have No Outstanding Tax Issues: All tax obligations with IRAS must be settled. 

If your company has significant debts, complex assets, or is involved in disputes, winding up (liquidation) might be the more appropriate, albeit more involved, process. 

The Striking Off Process: A Step-by-Step Overview 

While it seems simple, precision is key. Here's a general outline of the steps involved: 

1. Cessation of Business Activities: Formally stop all operations. 

2. Settle All Liabilities: Pay off all outstanding debts to creditors, employees, and government agencies (including IRAS, CPF Board). 

3. Dispose of All Assets: Sell or distribute any remaining company assets. 

4. Close Bank Accounts: Once all financial transactions are complete, close the company's bank accounts. 

5. Ensure Full Compliance with ACRA: 

6. Up-to-Date Filings: File all outstanding Annual Returns (ARs). 

7. No Outstanding Summonses/Penalties: Ensure there are no unresolved enforcement actions from ACRA. 

8. Clear Tax Obligations with IRAS: 

9. File Final Tax Return: Submit your final Corporate Income Tax Return (Form C-S/C) to IRAS. 

10. Obtain Tax Clearance: Secure a "Notice of Assessment" or confirmation from IRAS that all tax matters are settled. This is vital. 

11. Pass Director's Resolution: The directors of the company must pass a resolution to apply for striking off. 

12. Submit Application to ACRA via BizFile+: The Company Secretary (or an authorized corporate service provider) submits the application. 

What Happens After Application? 

Once the application is submitted and approved by ACRA: 

• Public Notice: ACRA will publish a notice in the Government Gazette, announcing the intention to strike off the company. This allows any interested parties (e.g., creditors) to object within one month. 

• Final Striking Off: If no valid objections are received within the gazette period, ACRA will officially strike off the company. You will receive a notification, and the company will cease to exist as a legal entity. 

Why Engage a Corporate Service Provider? 

Navigating the striking-off process can be tricky, especially with the precise requirements from both ACRA and IRAS. A professional corporate service provider can: 

• Assess Eligibility: Determine if striking off is the right option for your company. 

• Ensure Full Compliance: Verify all outstanding filings and liabilities are addressed. 

• Liaise with ACRA and IRAS: Handle all submissions and communications on your behalf. 

• Prevent Future Issues: Ensure the company is properly dissolved, preventing unexpected problems down the line. 

Closing a business is a significant step. By following the proper striking off procedure, you can ensure a clean and compliant exit, leaving you free to pursue your next venture with peace of mind.