Companies Applying for Strike off/ to Cease Registration

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:

1. All outstanding Income Tax Returns (Form C-S/ C) have been submitted. If the company is filing Form C, the accounts and tax computation must also be submitted;
2. Accounts and tax computations have been submitted up to the date of cessation of business (i.e. for the period(s) where IRAS has not yet issued an Income Tax Return);
3. All outstanding tax matters* have been settled with IRAS  (e.g. answered all queries raised by IRAS, ensured all assessments are finalised and paid etc);  and
4. 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 and Public Trustee's Office (IPTO). The shareholders of the defunct company may approach IPTO if they wish to claim the tax credit. Charges will be imposed by IPTO for the processing of the claim. For procedures on how to make a claim, please see IPTO'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.

 You may check if your company has any outstanding tax issues via:

• myTax Portal; or

• 24-hour toll-free automated answering service.

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. 

Outstanding Income Tax Returns (Form C-S/ C)

The company must submit outstanding Income Tax Returns (Form C-S/ C), accounts and tax computations with a cover letter stating your intention to apply for strike off, before proceeding to apply for strike off with ACRA.

For companies filing Form C-S, the accounts 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 all assessments within one month upon receipt of complete information. However, in the event IRAS require further information from companies with complex affairs or have submitted incomplete information, it may require up to 6 months to review the assessments. This flowchart 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, you may wish to complete the Application for Waiver of Income Tax Return (Form C/ Form C-S) Submission by a Dormant Company (540KB).

Submit the form together with a cover letter stating your intention to apply for strike off, 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(s) of Assessment; and
• Tax liability - Latest Statements of Accounts. 

^Revised! 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 ceased 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 could be settled.

The written notification to IRAS shall include:

1. Subject heading "Cessation of Business in Singapore";
2. Date of cessation of business in Singapore;
3. Name and contact details of a person whom IRAS can liaise with on tax matters; and
4. 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 flowchartillustrates the process for companies that have ceased registration.