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Dormant Companies

A dormant company must submit its Income Tax Return (Form C-S/ C) unless it has been granted a waiver to file the Income Tax Return.
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Obligation to File Income Tax Return (Form C-S/ C)

A dormant company is one that does not carry on business and has no income for the whole of the basis period. For example, if a company did not carry on business and had no income for the whole of the basis period ending in year 2018, it will be regarded as a dormant company for Year of Assessment (YA) 2019. For more details, please refer to Basis Period and Year of Assessment.

A dormant company must submit its Income Tax Return unless the company has been granted waiver of Income Tax Return Submission. A dormant company may submit its Income Tax Return by:

OR

  • Submitting a hard copy of the Income Tax Return (Form C-S/ C). The dormant company need only complete Page 1 of Form C-S/ C and need not submit its financial statements to IRAS.

For YA 2019, if the value of the dormant company’s related party transactions disclosed in the financial statements for the financial period exceeds $15 million, it should submit Form C by Form C (Upload) mode instead of Form C-S or Form C for Dormant Company.

A dormant company may still be required to submit its financial statements to the Accounting and Corporate Regulatory Authority (ACRA) for its annual return filing. For more information on ACRA's filing requirements for dormant companies, please refer to ACRA's website.

 

Example

A company owned investments (e.g. real properties, fixed deposits and foreign shares) during the financial year ending 30 Jun 2018. However, the company did not carry on business and had no income from its investments during the same period. The company will be regarded as a dormant company for YA 2019 and will need to submit its YA 2019 Income Tax Return (Form C-S/ C) by:

• e-Filing via mytax.iras.gov.sg using File Form C-S/ C for Dormant Company e-Service or

• Submitting a hard copy of Page 1 of the Income Tax Return (Form C-S/ C). 

There is no need to submit its financial statements to IRAS.

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Applying for a Waiver to Submit Tax Return

A dormant company that satisfies the qualifying conditions can apply to IRAS to be released from its obligation to file its Income Tax Return (Form C-S/ C). The qualifying conditions for the company are:

  1. It must be dormant and has submitted its Form C-S/ C, financial statements and tax computations up to the date of cessation of business; 
  2. It must not own any investments (e.g. shares, real properties, fixed deposits). If the company owns investments, it must not derive any income from these investments; 
  3. It must have been de-registered for Goods and Services Tax (GST) purposes prior to this application if it had previously been a GST-registered company; and 
  4. It must not have the intention to recommence business within the next 2 years. 

e-Application

Dormant companies may apply for a waiver via the Apply for Waiver to Submit Tax Return (Dormant Company) e-Service. This e-Service is currently available to companies only and not tax agents.

IRAS encourages companies to apply for the waiver via the e-Service. The e-Service provides companies with the convenience of e-Filing their Form C-S/ C for advance Years of Assessment (up to the date of business cessation) where the e-Filing services are not available yet. Companies must e-File the Form C-S/ C, financial statements and tax computations (where applicable) within 21 days from the date of application, failing which the waiver application will be rejected.

Example

Company A with 31 Dec financial year end ceased business on 31 Oct 2018 and wishes to apply for the waiver to submit its Income Tax Return in Jan 2019. 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 the e-Filing service for Form C-S/ C is only made available in June every year, Company A can only e-File its Form C-S/ C up to YA 2018 as of Jan 2019. The YA 2019 Form C-S/ C will only be available in Jun 2019.

If Company A applies for the waiver to submit its Income Tax Return using the Apply for Waiver to Submit Tax Return (Dormant Company) e-Service, it will be able to e-File its YA 2019 return. The YA 2019 return must be e-Filed within 21 days from the date of application, otherwise the application for waiver will be rejected.

This e-Service is currently available to companies only and not tax agents.

To use this e-Service, you must first be authorised as an "Approver" for "Corporate Tax (Filing and Applications)" in CorpPass. For assistance on CorpPass setup, please refer to the Step-by-Step Guides.

Hardcopy Application

Dormant companies may submit to IRAS a hardcopy application by completing the Application for Waiver of Income Tax Return (Form C-S/ C) Submission by a Dormant Company (223KB). 

Waiver Application Processing Time

You will be notified of the outcome of your application in writing at the company's registered address as follows:

 e-Application  Within 2 months of receiving the application
 Hardcopy Application Within 3 months of receiving the application

The processing time may take longer if the case is complex. Once your application is processed, a copy of the letter will be made available in mytax.iras.gov.sg.

Once the application is approved, the company will not be issued with a Form C-S/ C in future.

Recommencing Business

Once a dormant company recommences business, or starts to receive any income, 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:

a. Subject header: “Recommencement of business and request for Income Tax Return”
b. Name and Unique Entity Number (UEN) of the company;
c. Date of recommencement of business and new principal activity (if applicable); and
d. Date of receipt of other source(s) of income e.g. interest, dividend, rent, etc. (if applicable).

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  • My company is dormant but is GST registered. Can I still apply for a waiver of Form C-S/ C Submission for my company?

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

  • My company is newly incorporated and has been dormant since incorporation. It has not submitted any Form C-S/ C. Can the company apply for 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.

  • Can I view the letter approving the waiver of Form C-S/ C submission in mytax.iras.gov.sg?

    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 Applications)” for the company in CorpPass. For assistance on CorpPass setup, please refer to the Step-by-Step Guides.

  • Do I need to apply for the waiver of Form C-S/ C Submission on a yearly basis, if the company is dormant?

    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 has been approved will not need to submit the application form on a yearly basis to IRAS.

  • My company was granted a waiver of Form C-S/ C submission previously, but the company has received income this year. What do I need to do?

    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.

     

  • Do I need to file the company’s Estimated Chargeable Income (ECI) if the company has been granted a waiver of Form C-S/ C Submission?

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

  • Can a foreign company or a foreign company's Singapore branch apply for a waiver of Form C-S/ C submission?

    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.

  • How many waiver applications can I make for a company?

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

  • What happens to the capital allowances and expenses incurred by a dormant company?

    The company cannot claim capital allowances and deduction of expenses incurred in the basis period relating to the current 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 with 31 Dec financial year end was dormant for the period from 1 Jan to 31 Dec 2018, which relates to YA 2019. The dormant company cannot claim capital allowances or deduction of expenses incurred from 1 Jan to 31 Dec 2018 in its YA 2019 tax return. It can, however, bring forward unutilised losses that existed before YA 2019 to be utilised in future YAs (where it is no longer dormant), if it fulfills the shareholding test.

  • Can a dormant company make a claim for donations?

    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 YAs, up to a maximum of five years and subject to the company meeting the shareholding test.

  • My company owned investments (e.g. real properties, fixed deposits and foreign shares) during the year ending 30 Jun 2018. However, the company did not carry on business during the same period. Can my company complete the Income Tax Return (Form C-S/C) as a dormant company for YA 2019 if it only received interest income from the fixed deposits?

    No. As the company was in receipt of interest income in the financial year ending 30 Jun 2018, it will not be regarded as a dormant company for YA 2019. Hence, it has to complete all pages of the Income Tax Return (Form C-S/ C) for YA 2019.

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