- ACRA Registered Filing Agent · FA20200114
Dormant Company Compliance in Singapore
A dormant company still has annual ACRA and IRAS obligations. We handle the company secretary, Annual Return, tax filing or waiver application, and related compliance so the company stays in good standing until you resume business or strike it off.
Still registered.
Still filing.
Quietly kept in order.
ACRA Filing Agent
FA20200114
4.9 / 5 Google Reviews
Verified client reviews
Since 2018
Founded in Singapore
In a nutshell
Am I a dormant company?
ACRA and IRAS use different tests for dormancy. A company can be dormant for tax purposes but not qualify for ACRA’s dormant-company exemptions, so it is important to assess both separately.
IRAS
Tax authority
Dormant means: No business activity and no income
For IRAS, a company is dormant when it does not carry on business and has no income for the whole basis period. Expenses can still exist, but the company must not be carrying on business or receiving income. A dormant company must still file its Corporate Income Tax Return by 30 November unless IRAS has granted a filing waiver.
- No business carried on during the basis period
- No income received during the basis period
- Corporate Income Tax Return due by 30 November unless waived
ACRA
Corporate regulator
Dormant means: No accounting transactions
For ACRA, a company is dormant during a period in which no accounting transaction occurs. The Companies Act disregards specified transactions such as appointing a secretary, maintaining a registered office, paying statutory fees or charges, and qualifying nominal payments or receipts.
- No accounting transactions, apart from transactions disregarded by law
- Dormancy assessed from incorporation or the end of the previous financial year
- Annual Return remains due even if the company is dormant
The complete requirements
Your dormant company compliance includes
Core dormant company filing requirements in Singapore, including ACRA filings, corporate tax compliance, company secretary support and the exemptions that apply to qualifying dormant companies.
Qualified secretary
We appoint a local qualified individual to be registered in your company's ACRA records. Dormant companies still need a company secretary.
Dormant status review
We review the company's activity and records against the separate ACRA and IRAS dormancy tests, then identify the filings and exemptions that apply.
Annual Return filing
Your secretary files the Annual Return with ACRA within 7 months after FYE. The S$60 ACRA filing fee is included in the package.
Deadline reminders
We monitor the Annual Return, corporate tax return, ECI where applicable, and other relevant compliance deadlines.
AGM preparation
We assess whether an AGM is required and prepare the relevant AGM or written-resolution documentation where needed.
IRAS tax filing
We file the simplified dormant-company Corporate Income Tax Return, or apply for the IRAS filing waiver when the company qualifies.
All fees included. No surprises.
Maintain your dormant company at $650 / year
One simplified package covering the listed ACRA and IRAS compliance for a dormant or inactive Singapore private company, with the S$60 ACRA Annual Return filing fee included.
Annual dormant compliance
Simplified compliance for a low flat fee
$650/year
For dormant or inactive private limited companies. Billed annually.
Not dormant any more? Our full accounting & compliance package starts at $990/year.
What's included
- 12 months Company Secretary Essential appointment
- ECI review and filing, if required
- Application for waiver to file Corporate Income Tax Return
- AGM documentation or written resolutions, where required
- ACRA Annual Return filing (incl. the $60 ACRA fee)
- Corporate Income Tax Return filing for dormant company
- Accounting & bookkeeping, up to 20 transactions
- Deadline monitoring and reminders all year
Resuming business
If the company resumes business or starts receiving income, IRAS must be notified within 1 month. We handle the notification and move the company onto the appropriate accounting and compliance support.
Striking off
Closing the company instead? We prepare the strike-off application and final filings, and help you confirm that the company is ready to apply.
Over 20 transactions
Bookkeeping beyond 20 transactions moves you to our accounting & compliance package instead.
Decision support
Stay dormant, strike off, or resume business?
If you plan to trade again through the same entity, keeping it dormant preserves the company and UEN. If the business is finished, striking off can remove future annual compliance. Here is how the options differ.
| Keep it dormant | Strike off | Resume business | |
|---|---|---|---|
| Annual cost | $650 / year | One-off strike-off costs, then no annual compliance after dissolution | From $990 / year |
| Entity survives | Yes; name, UEN and history retained | No; company removed from the register | Yes |
| Company secretary | Required | Required until struck off | Required |
| Annual Return to ACRA | Required within 7 months of FYE | Not required once struck off | Required within 7 months of FYE |
| Corporate tax filing | Return due by 30 Nov unless IRAS waiver; ECI often waived | Final required tax filings, then none after dissolution | Corporate Income Tax Return due; ECI if required |
| Audit | Exempt if section 205B conditions are met | No ongoing audit after dissolution | Exempt if small company criteria are met |
| Financial statements | Not required if dormant relevant company criteria are met | No ongoing financial statements after dissolution; outstanding accounts and tax matters must be settled first | Required while active |
| Restarting later | Notify IRAS within 1 month and resume | Incorporate a new company | Already active |
| Best when | Business is paused, not finished | You will not use the entity again | Revenue or business activity has resumed |
Not sure which option fits? We can review the company’s position and explain the practical next step. Advice on resuming or closing is included in the package.
Not sure if you are dormant to ACRA, to IRAS, or to both?
Send us your latest accounts or management records and we will review whether the company is dormant for ACRA and IRAS purposes. There is no charge for the initial compliance check.
Onboarding
Get started in 3 simple steps
One dedicated account manager, who is also your company secretary, from the first question onward.
01
Answer some basic questions
Send us an enquiry or check out and complete our simple questionnaire so we understand the company’s position. If you need help, one of our experts will walk you through it.
02
We take care of the paperwork
Our compliance experts review the company’s standing, prepare the required documents and proceed with the necessary accounting and filings.
03
You're all set
We track your deadlines and file before the due date. Your dormant company’s compliance is managed in the background, so you can focus elsewhere.
Relief you actually get
What a dormant company is not required to do
Dormancy can reduce several compliance requirements, but the exemptions are not identical. A company that has been dormant since formation or since the end of the previous financial year is exempt from audit under section 205B. Separate conditions apply to exemptions from preparing financial statements and holding an AGM.
A dormant relevant company may be exempt from preparing financial statements if it satisfies section 201A, including the S$500,000 asset threshold and the required directors’ statement. A dormant private company can also be exempt from holding an AGM if it meets ACRA’s separate AGM conditions.
Key conditions for dormant-company reliefs
1
Total assets not above S$500,000
For the financial statement exemption, total assets must not exceed S$500,000 at any time during the financial year. Parent companies apply the threshold on a consolidated basis.
2
Dormant for the required period
Dormant since incorporation or since the end of the previous financial year. Becoming dormant part-way through the year does not qualify for the full-year relief.
3
Not listed or a listed-company subsidiary
This condition applies to the dormant relevant company financial statement exemption and the dormant-company AGM exemption.
Members retain statutory rights to request an AGM, and members can also require an audit in prescribed circumstances.
Dormant status does not automatically remove your company's tax filing obligations.
A dormant company must file its Corporate Income Tax Return by 30 November each year unless IRAS has granted a filing waiver. ECI is separate: a company with annual revenue of S$5 million or below and nil ECI qualifies for the ECI filing waiver.
Dormant company filing calendar
What still needs attention each year
Dormancy reduces annual compliance, but it does not remove every filing obligation. These are the main ACRA and IRAS deadlines and exemptions to check each year.
Within 3 months of FYE, if required
Estimated Chargeable Income (ECI)
Most dormant companies with annual revenue of S$5 million or below and nil ECI qualify for the ECI filing waiver. If the waiver criteria are not met, ECI is due within 3 months after FYE.
Within 6 months of FYE
AGM, or dispensation
A qualifying dormant private company can be exempt from holding an AGM. If the company is not exempt and has not dispensed with AGMs, the AGM deadline is 6 months after FYE.
Within 7 months of FYE
Annual Return
Singapore private companies must file the Annual Return within 7 months after FYE, including dormant companies. We file it through ACRA’s Bizfile.
By 30 November
Corporate Income Tax Return
A dormant company must file its Corporate Income Tax Return by 30 November unless IRAS has granted a filing waiver. Dormant companies can use IRAS’ simplified File Form for Dormant Company service.
Any time, once eligible
Waiver to file income tax
A dormant company can apply for a filing waiver if it meets IRAS’ conditions, including being dormant, having filed required returns up to cessation, meeting the investment-income conditions, cancelling GST registration if applicable, and having no intention to recommence within 2 years.
Within 1 month
Notice of recommencement
If the company resumes business or receives income, IRAS must be informed within one month.
FAQs
Frequently asked questions
The questions dormant company directors ask us most often, about ACRA filings, IRAS tax and closing down.
Does my company need to be audited?
No, if the company has been dormant since formation or since the end of the previous financial year, it is exempt from audit under section 205B of the Companies Act. Members holding the prescribed threshold can still require an audit for a financial year.
Do I have to prepare financial statements?
A dormant relevant company does not need to prepare financial statements if it meets the conditions in section 201A. These include being dormant from formation or the end of the previous financial year, not being listed or a subsidiary of a listed company, meeting the S$500,000 asset test, and lodging the required directors’ statement. AGM exemption is a separate test.
Do I still need bookkeeping if nothing happened?
You still need sufficient records to support the company’s status and filings, and some transactions can arise even while the company is inactive. Our package includes bookkeeping for up to 20 transactions a year. If activity exceeds that scope, we will move the company to the appropriate accounting package.
Why do I have to file taxes if the company is dormant?
Dormant status does not by itself remove the Corporate Income Tax Return obligation. A dormant company must file by 30 November unless IRAS has granted a filing waiver. ECI is separate and is not required where annual revenue is S$5 million or below and ECI is nil.
How does the income tax waiver work?
A dormant company can apply to IRAS for a waiver if it meets the conditions: it is dormant and up to date with required filings to cessation, meets the investment-income condition, has cancelled GST registration if applicable, and does not intend to recommence within 2 years. Once granted, the company does not need to reapply annually while it remains dormant.
Am I dormant to IRAS if I still pay expenses?
Expenses do not automatically make a company non-dormant for IRAS. The IRAS test is that the company does not carry on business and has no income for the whole basis period. ACRA uses a different accounting-transaction test, with specific transactions disregarded by law.
Does a dormant company still need a company secretary?
Yes. Dormancy does not remove the requirement to have a company secretary. Our package includes 12 months of Company Secretary Essential appointment.
Does a dormant company need to file an Annual Return in Singapore?
Yes. Every live company on ACRA’s register files an Annual Return, within 7 months of financial year end for private companies. We file it and pay the $60 ACRA fee.
What happens if a deadline is missed?
Late filing fees, penalties or enforcement action can apply when statutory deadlines are missed, even if the company is dormant. We track the relevant ACRA and IRAS deadlines and prepare filings before they fall due.
Can I resume business after being dormant?
Yes. If the company recommences business or starts receiving income, notify IRAS within 1 month using the Recommencement of Business form. We can handle the notification and move the company onto the appropriate compliance package.
Should I strike off the company instead?
If you have no intention of using the company again, striking off can end the ongoing annual compliance burden once the company is dissolved. If you plan to trade again through the same entity, keeping it dormant preserves the company and UEN. Restoring a struck-off company is a separate process, not a simple annual filing.
Can you advise when I am ready to restart?
Yes. Speak with your dedicated account manager, who is also your company secretary. Advice on resuming business is part of the service.
Client feedback
Trusted by the companies we file for
Verified Google reviews from clients we still file for, quoted in full.
4.9
★★★★★
out of 5 on Google
★★★★★
I recently used their service to incorporate my new company, and I was very impressed with their service. They were fast and responsive, and they made the whole process very easy for me. They answered all of my questions in a clear and concise way, and they helped me to understand the entire incorporation process.
I would highly recommend their service to anyone who is looking to incorporate a business. They are fast, responsive, and knowledgeable, and they will make the whole process as easy as possible for you.
Timothy Jurn
· Google review
★★★★★
I just switch over to Left-Right from another secretary firm. Lisa is patience & easy to get in touch with in helping me to make a smooth switch.
For SME company like mine, we need someone dedicated to hear our issue and provide professional opinion, so far, Lisa had deliver it to me.
Thanks to Lisa.
Choon Heng Tew
· Google review
★★★★★
Had been using their services all along and would continue to use them as they are professional.
Clarence Chua
· Google review
★★★★★
A great company with speed respond. All questions answer and add on bonus information to allow business owners to plan well and accurate for annual filing. Which is always the most critical and important for any business.
Highly recommended for their services.
Fair priced and efficient work!
Mas Gnat
· Google review
★★★★★
Lisa is very attentive to details and prompt with replies and follow up. So far it has been a pleasant sign up experience with them and I’m already glad we switch over to them for our Corporate Secretary services.
Eugene Wong
· Google review
Resources
Read our guides
Get in touch
Need additional assistance?
Talk to one of our experts. We reply within 24 hours, usually much sooner.
Email [email protected] · Call +65 3159 4755 · Weekdays 10am – 6pm