Companies under Liquidation

Companies that have commenced liquidation are required to fulfil certain tax obligations before the completion of the liquidation process.

Duties of Liquidators

Companies that have commenced voluntary or compulsory liquidation will have a liquidator appointed by the company or the Court. The liquidator is required to fulfil certain duties prescribed in the Income Tax Act.

Section 59(2) of the Income Tax Act provides that the liquidator shall not distribute any of the assets of the company in liquidation to its shareholders unless he has made provisions for the full payment of any tax payable by the company.

The liquidator of a company that has commenced voluntary/ compulsory liquidation is also required by law to:

  1. Inform IRAS and submit the notices concerning the appointment of liquidators (Notice of Appointment and Situation of Office of Liquidator).
  2. File all outstanding Corporate Income Tax Returns (Form C-S/ Form C-S (Lite)/ Form C)* of the company under liquidation up to the date of liquidation. If the company is filing Form C, the financial statements and tax computation must also be filed.
  3. File the subsequent Declarations of Receipts and Payments for the liquidation period.
  4. Ensure that the company's outstanding tax matters are resolved before the completion of the liquidation process.
* Companies filing Form C-S/ Form C-S (Lite) are not required to submit their financial statements and tax computations. However, companies should prepare these documents and be ready to submit them if IRAS requests for them.

With effect from 1 May 2021, IRAS no longer issues tax clearance letters for all companies under liquidation. Before the liquidator proceeds with the completion of the liquidation process, which may involve calling the Final Meeting, he can retrieve the following documents from mytax.iras.gov.sg to establish if the company has no outstanding tax matter or tax liability:

  • Tax matter - Latest Notice of Assessment issued by IRAS
  • Tax liability - Latest Statement of Accounts issued by IRAS

Where the liquidation process has been completed, the liquidator must ensure that the books and papers of the company are retained for a period of at least 5 years from the date of dissolution of the company.

Filing Requirements

A company under liquidation with receipts has to file its Declaration of Receipts and Payments ('Declaration') with IRAS on a yearly basis, while a company under liquidation without receipts has to file its Declaration once every 4 years.

With effect from 1 May 2021, a company under liquidation is no longer required to split the receipts and payments based on calendar year when filing its Declaration with IRAS. This is in alignment with the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) which took effect from 30 Jul 2020. Under the IRDA, liquidators are required to prepare an account of the company’s receipts and payments for a period of 12 months after the date of the liquidator's appointment and every subsequent period of 12 months. When filing its Declaration with IRAS, liquidators can adopt the same 12-month period without the need to split based on calendar year.

Example

Company A commenced liquidation on 25 Aug 2020. The liquidator is required to prepare an account of the company’s receipts and payments for the period from 25 Aug 2020 to 24 Aug 2021. The same period from 25 Aug 2020 to 24 Aug 2021 should be used when filing the Declaration with IRAS. There is no need to split into 2 periods based on calendar year i.e. 25 Aug 2020 to 31 Dec 2020 and 1 Jan 2021 to 24 Aug 2021.

Company Under Liquidation with Receipts

For a company under liquidation that has receipts, the liquidator has to file a Declaration of Receipts and Payments (PDF, 974KB) with IRAS on a yearly basis. This should be filed with IRAS within 1 month from the end of the period for which the declaration is made.

Example

Company A commenced liquidation on 25 Aug 2020 and continued to receive income. It should submit the Declaration for the period 25 Aug 2020 to 24 Aug 2021 by 24 Sep 2021. IRAS will raise an assessment for the Year of Assessment (YA) 2022 for this Declaration. Company A should continue to submit its Declaration for the subsequent 12-month period i.e. 25 Aug 2021 to 24 Aug 2022 within 1 month from the end of the period i.e. by 24 Sep 2022, following which, IRAS will raise an assessment for YA 2023.

The last Declaration must be filed within 7 days of the decision taken to call for the Final Meeting, which must take place within 6 months of the decision to call for it. For companies under compulsory liquidation, the Final Meeting is the date of the court order for dissolution.

Example

Company A decides on 21 Jun 2021 to call for a Final Meeting within the next 6 months i.e. by 21 Dec 2021. Company A must file the last Declaration, for the period 25 Aug 2020 to 21 Jun 2021, by 28 Jun 2021 (i.e. 7 days from 21 Jun 2021).

When the Final Meeting has taken place, the company must submit its final financial statements to IRAS for the period starting from the date of commencement of liquidation to the date of the Final Meeting.

Example

Company A decides to have its Final Meeting on 21 Dec 2021. After the Final Meeting has taken place, Company A must submit to IRAS its final financial statements covering the period 25 Aug 2020 to 21 Dec 2021.

Company Under Liquidation without Receipts

For a company under liquidation that has no receipts, the liquidator is only required to file a Declaration of Receipts and Payments (PDF, 974KB) with IRAS once every 4 years.

If the Final Meeting is called less than 4 years from the date of commencement of liquidation, the company has to file the last Declaration with IRAS within 7 days of the decision taken to call for the Final Meeting, which must take place within 6 months of the decision to call for it. For companies in compulsory liquidation, the Final Meeting is the date of the court order for dissolution.

Example

Company B commenced liquidation on 1 Jun 2019 and did not receive receipts. On 15 Feb 2021, Company B decides to call for a Final Meeting within the next 6 months i.e. by 15 Aug 2021. Company B must file the last Declaration, for the period 1 Jun 2019 to 15 Feb 2021, by 22 Feb 2021 (i.e. 7 days from 15 Feb 2021).

When the Final Meeting has taken place, the company must submit its final financial statements to IRAS for the period starting from the date of commencement of liquidation to the date of the Final Meeting.

Example

Company B decides to have its Final Meeting on 15 Aug 2021. After the Final Meeting has taken place, Company B must submit to IRAS its final financial statements covering the period 1 Jun 2019 to 15 Aug 2021.

View a summary of the liquidation process and filing requirements (PDF, 480KB) and more examples of filing requirements (PDF, 535KB).

FAQs

Use of Digital Services at mytax.iras.gov.sg

  1. For a company under liquidation, can the authorised staff/ third party of the company continue to access the company’s digital services at mytax.iras.gov.sg?

    All authorisations made by a company will be terminated when it is under liquidation. The authorised staff/ third party will not be able to access the company’s digital services at mytax.iras.gov.sg.

  2. Can the appointed liquidator/ official assignee access the company’s digital services at mytax.iras.gov.sg?

    To access the company’s digital services at mytax.iras.gov.sg, the appointed liquidator/ official assignee, who is usually an individual, may apply for a Corppass Admin (CPA) account using the 'Letter of Authorisation (LOA)'.

    Once the CPA account is approved by Corppass, the liquidator will be able to access Corppass to appoint a third party (e.g. the liquidator's company/ firm) to access IRAS’ digital services on behalf of the liquidating company.

    View our step-by-step guides for assistance on Corppass setup.

Filing Requirements

  1. Are IRAS’, the Insolvency Office’s and the Accounting and Corporate Regulatory Authority's (ACRA) filing requirements for companies under liquidation the same?

    No, the filing requirements for companies under liquidation stated on this page apply only to filing requirements with IRAS. The liquidator must also comply with the Insolvency Office’s and ACRA's filing requirements. For more details on their filing requirements, refer to the Insolvency Office's website and ACRA's website.

  2. For a company that commenced liquidation on 4 Jan 2021 and has receipts on 1 Feb 2021, can the liquidator continue to prepare the Declaration of Receipts and Payments on a calendar year basis?

    As the company commenced liquidation after 30 Jul 2020 (i.e. the effective date of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA)), the liquidator should prepare the Declaration of Receipts and Payments on a 12-month basis from the date of liquidation, in other words, from 4 Jan 2021 to 3 Jan 2022.

  3. How long does IRAS take to complete the review of the company’s Corporate Income Tax matters after the filing of the last Declaration of Receipts and Payments?

    Generally, IRAS takes 3 months from the date of receipt of the last Declaration of Receipts and Payments to complete the review of the company’s Corporate Income Tax matters.

  4. What are the filing requirements if there is a change of liquidator during the liquidation process?

    The liquidator should file the Declaration of Receipts and Payments up to the date it ceases to be the liquidator. The new liquidator should submit the Notice of Appointment and Situation of Office of Liquidators and take over the filing thereafter.

  5. How many liquidators need to sign on the Declaration of Receipts and Payments?

    If there is more than 1 liquidator handling the liquidation matters of the company, 1 of the liquidators may sign on behalf of the rest of the liquidators. However, all the liquidators are still responsible for the declaration and information given.

  6. How are ‘receipts’ defined for companies under liquidation in determining the filing frequency required?

    Receipts refer to any kind of payment received. The liquidator needs to file the Declaration of Receipts and Payments on a yearly basis throughout the period where there are receipts.

  7. Does the liquidator need to file the Declaration of Receipts and Payments on a yearly basis even though the receipts are treated as non-taxable income?

    Yes, the liquidator still needs to file the Declaration of Receipts and Payments on a yearly basis as long as there are receipts during the relevant year(s). The liquidator can file once every 4 years if there are no receipts thereafter.

  8. Is it necessary for companies under liquidation to apply for tax clearance before the Final Meeting?

    No, they are not required to apply for tax clearance. Liquidators should log in to mytax.iras.gov.sg to retrieve the company’s latest Notices of Assessment and Statements of Accounts to confirm that the company has no outstanding tax matters or liability.

Companies under Judicial Management/ Receivership

Companies under judicial management/ receivership are still required to fulfil certain tax obligations, such as filing their Corporate Income Tax Returns (Form C-S/ Form C-S (Lite)/ Form C).

Filing Requirements

A company under judicial management/ receivership is still required to file its Form C-S/ Form C-S (Lite)/ Form C, financial statements and tax computation with IRAS yearly.

Learn how to file Form C-S/ Form C-S (Lite)/ Form C.

The judicial manager/ receiver can also check the status of the company’s Form C-S/ Form C-S (Lite)/ Form C, assessment and payment at mytax.iras.gov.sg if he is an authorised staff or third party in Corppass. Learn how to access the digital services at mytax.iras.gov.sg.