Dormant Companies

The company needs to cancel its GST registration before applying for a waiver of Form C-S/ C Submission.

Yes, the company can apply for waiver if it is likely to remain dormant for at least, the next two years.

Yes, a softcopy of the letter is available in mytax.iras.gov.sg under “View Corporate Tax Notices”. To view the letter, please ensure that you are authorised for “Corporate Tax (Filing and Applicatons)” for the company in CorpPass. For assistance on CorpPass setup, please refer to the Step-by-Step Guides.

Once a company has been granted a waiver from a specific date, the company will not be issued with Form C-S/ C from that date onwards. As such, a company whose waiver application had been approved will not need to submit the application form on a yearly basis to IRAS.

If the company recommences business, or receives any income after being granted a waiver, the company has to notify IRAS within one month from the date of commencement of business or earning/ receiving the income by emailing ctmail@iras.gov.sg to request for an Income Tax Return with the following details:

1. Subject header: “Recommencement of business and request for Income Tax Return”

2. Name and Unique Entity Number (UEN) of the company;

3. Date of recommencement of business and new principal activity (if applicable); and

4. Date of receipt of other source(s) of income e.g. interest, dividend, rent, etc. (if applicable).

However, if the income received is a one-off transaction and the company will continue to remain dormant, you may submit a letter to IRAS explaining as such and attach the company's financial statements and tax computation for that relevant YA with the letter.

No. If a company has been granted a waiver, the company need not file the ECI.

The waiver is not applicable to a foreign company or a foreign company's Singapore branch which is registered with the Accounting and Corporate Regulatory Authority (ACRA). Such entitles are required to notify ACRA once they cease to carry on business in Singapore so that ACRA can remove the company/ branch from its register. This is in accordance to Section 377(1) of the Companies Act.

Once the foreign company or Singapore branch is removed from ACRA's register, IRAS will receive the information from ACRA and will not send any more Form C-S/ C to the entity. However, the entity must submit the documents in (vi) and (vii) below so that its tax matters can be finalised up-to-date.

Conversely, if a foreign company had been filing Form C-S/ C but was not registered with ACRA, it may write in to IRAS to ask for a waiver to file income tax returns with the following information:

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;

4. Confirmation that the company does not hold any property and has not been in receipt of any other income in Singapore since the above mentioned date;

5. Confirmation that the company does not have intention to carry out future business activities in Singapore;

6. Outstanding Income Tax Returns (Form C), financial statements and tax computation; and

7. For the advance YAs where the Form C e-Filing service is not available yet, financial statements and tax computations up to the date of cessation of business.

Each company may apply just once for the waiver. If the company has been granted the waiver previously and remained dormant, there is no need to submit the application again.

The company cannot claim capital allowances and deduction of expenses incurred in the basis period relating to the current Year of Assessment (YA), as it did not carry on a trade or business during that period.

However, unutilised losses brought forward from a previous YA can be deducted against income for a subsequent YA if it satisfies the shareholding test, i.e. 50% or more of the ultimate shareholders and their respective shareholdings are the same as at the relevant dates. Find out more about Determining "Substantial Change" in Shareholders.

For example, a company has a financial year ending on 31 Dec 2017. It was dormant for the period from 1 Jan to 31 Dec 2017, which relates to YA 2018. The dormant company cannot claim capital allowances or deduction of expenses incurred from 1 Jan to 31 Dec 2017 in its YA 2018 tax return. It can, however, bring forward unutilised losses that existed before YA 2018 to be utilised in future YAs (where it is no longer dormant), if it fulfills the shareholding test.

Yes, a dormant company can do so if the donations were made to an approved Institution of a Public Character (IPC) or to the Singapore Government for the benefit of the local community.

Any unutilised donations arising from a YA can be carried forward to subsequent YA, up to a maximum of five years and subject to the company meeting the shareholding test.