Striking Off a Company
A company may apply to the Accounting and Corporate Regulatory Authority (ACRA) to strike its name off the Companies Register if it is no longer carrying on business. This process is known as "striking off" a company.
Pay Outstanding Taxes
To successfully apply to ACRA to be struck off, the company must not have any outstanding tax liabilities with IRAS. Otherwise, IRAS may object to the application to strike off.
In this regard, companies should ensure that:
- All Income Tax Returns (Form C-S/ C) are submitted up to the date of cessation of business. If the company is filing Form C, the financial statements and tax computation must also be submitted.
If the date of cessation of business falls in an advance Year of Assessment (YA) for which the e-Filing service is not available yet, the company can Apply for Waiver to Submit Tax Return (Dormant Company) and e-File the advance YA's return; - All outstanding tax matters* have been settled with IRAS [e.g. answers have been provided to all queries from IRAS, assessments have been finalised for all YAs and the related taxes and penalties (if any) paid]; and
- GST registration has been cancelled and there are no outstanding GST matters.
Local companies can refer to
ACRA's Guidelines on Closing a Local Company.
*Please do not close the company's bank accounts until all outstanding matters are settled. Once the company's bank account is closed and there is a tax credit owing to the company, IRAS will not be able to pay over the tax credit to a third party (e.g. director, shareholder). When the company is dissolved, the tax credit due to the company will be paid over to the Insolvency Office. The shareholders of the defunct company may approach the Insolvency Office if they wish to claim the tax credit. Charges will be imposed by the Insolvency Office for the processing of the claim. For procedures on how to make a claim, please see the Insolvency Office's website.
Where a company has been struck off and dissolved, a person who was an officer^ of the company immediately before the company was dissolved must ensure that all books and papers of the company are retained for a period of at least five years after the date on which the company was dissolved.
^Generally, an officer refers to any director, secretary or person employed in an executive capacity.
How to check for outstanding filing and tax liabilities
You may check if your company has any outstanding tax issues via:
You may access the following at myTax Portal:
Corporate Tax
- View Corporate Tax Filing Status (e.g. to check if any Income Tax Return is outstanding or whether the tax assessment has been finalised for a particular YA)
- View Corporate Tax Notices (e.g. to view Notices of Assessment or letters issued by IRAS)
- View Account Summary (e.g. to view the balance in your corporate tax account)
- View Payment Plan
For detailed instructions, please refer to the User Guides for View Corporate Tax Filing Status, View Corporate Tax Notices, View Account Summary and View Payment Plan.
GST
- View GST Filing Status (e.g. to check the status of GST returns or if there are any outstanding returns)
- View GST Notices (e.g. to view acknowledgement page for submitted GST F5/ F7/ F8 returns)
- View Account Summary (e.g. to view your GST account balance)
- View Payment Plan
You can check if a company is GST-registered via the Register of GST-registered Businesses. It is not necessary to log in to myTax Portal to access this service.
You can use our 24-hour toll-free automated answering service to check if your company has any outstanding corporate tax or GST issues.
Corporate Tax
- Assessment Status (e.g. whether the tax assessment has been finalised)
- Status of Form C-S/ C and financial statements (e.g. whether these items are pending submission)
GST
- GST registration or deregistration Status
Fulfill Tax Obligations Before Applying to Strike Off
The company has to ensure all outstanding tax obligations and liabilities have been settled before applying to ACRA to be struck off the Companies Register.
Income Tax Returns (Form C-S/ C)
The company must submit Income Tax Returns (Form C-S/ C), up to the date of cessation of business, before proceeding to apply for strike off with ACRA. Financial statements and tax computations must also be filed if Form C is submitted.
As the e-Filing service for that YA's Form C-S/ C is only available from June of that year, the company may need to file a Form C-S/ C for advance YAs.
| YAs | File Form C-S/ C via |
|---|
| 1. Current or back YAs where the returns are already issued by IRAS but yet to be filed. | File Form C-S/ C e-Service For guidance, you may refer to the
user guides and
Guidance on Completing Form C-S/ C. |
2. Advance YAs where the e-Filing services are not available yet. This is only required if the date of cessation falls in an advance YA. (The company need not submit advance YA returns if the date of business cessation falls in a current or back YA.) | The Form C-S/ C for advance YAs will be available for e-Filing if you use the e-Service to
Apply for Waiver to Submit Tax Return (Dormant Company). New! This e-Service is now available to companies and tax agents. You have 21 days to e-File the advance YA returns from the date of application for the waiver. After your Form C-S/ Cs have been processed, you will be granted a waiver to file the tax returns for future YAs. For guidance, you may refer to the
user guides. |
For example, Company A with 31 Dec financial year end ceased business on 31 Oct 2018 and wishes to apply for strike off in Dec 2018. As the business ceased on 31 Oct 2018, Company A will need to file Form C-S/ C for the following YAs:
- YA 2018 for period: 1 Jan 2017 to 31 Dec 2017; and
- YA 2019 for period: 1 Jan 2018 to 31 Oct 2018.
As of Dec 2018, the Form C-S/ C e-Filing services are only available up to YA 2018. The YA 2019 Form C-S/ C will only be available in Jun 2019. However, Company A will be able to e-File its YA 2019 return prior to Jun 2019 if it applies for waiver to submit Income Tax Return using e-Service. It will be given 21 days to e-File the YA 2019 return from the date of application.
In the above example, if Company A ceased its business on 31 Oct 2017, it will only need to e-File its YA 2018 return (which covers 31 Oct 2017, the date of cessation of business). There is no need to file the YA 2019 return, and the company need not use the
Apply for Waiver to Submit Tax Return (Dormant Company) e-Service as it need not file advance YA returns.
For companies filing Form C-S, the financial statements and tax computations are not required to be submitted together with Form C-S. However, you should still prepare the documents and submit them upon IRAS' request.
Generally, IRAS strives to complete the assessments and waiver applications within two months upon receipt of complete information. However, in the event IRAS requires further information from companies with complex affairs or that have submitted incomplete information, it may take up to 6 months to review the assessments. This
flowchart (454KB) illustrates the process for companies applying for strike off.
Dormant Companies
If the company has been dormant since the date of incorporation or since the submission of the last Income Tax Return (Form C-S/ C) and it has outstanding Income Tax Returns (Form C-S/ C) that were issued to it during the dormant period, please use the e-Service to
Apply for Waiver to Submit Tax Return (Dormant Company) before proceeding to apply for strike off with ACRA. If the application for a waiver is successful, the company need not submit its outstanding Income Tax Returns (Form C-S/ C). For more information, please refer to
Dormant Companies.
Tax Clearance Letter
Do note that IRAS will not issue a tax clearance letter for the purpose of applying for strike off. The company can rely on the following documents from IRAS to determine that there is no outstanding tax matter or tax liability:
- Tax matters - Latest Notice of Assessment; and
- Tax liability - Latest Statement of Accounts.
De-registration by Singapore Branches of Foreign Companies
Section 377(1) of the Companies Act requires the Singapore branch of a foreign company to lodge a notice with ACRA within 7 days after it ceases to have a place of business or to carry on business in Singapore.
The branch should also inform IRAS in writing at the same time that it informs ACRA so that the tax matters and tax liabilities of the Singapore branch can be settled.
The written notification to IRAS should include:
- Subject heading "Cessation of Business in Singapore";
- Date of cessation of business in Singapore;
- Name and contact details of a person whom IRAS can liaise with on tax matters; and
- All outstanding Income Tax Returns (Form C), financial statements and tax computations made up to the last day of business.
Generally, IRAS strives to complete all assessments within one month of receipt of complete information. However, in the event IRAS requires further information from branches with complex affairs or that have submitted incomplete information, it may require up to 6 months to review the assessments. This flowchart (454KB) illustrates the process for companies that have ceased registration.