If your company has stopped trading, the important question is not simply whether you call it “dormant”. You need to check its position separately for ACRA and IRAS, then determine which annual obligations still apply.
What is a dormant company in Singapore?
There are two different concepts to understand.
| Authority | How dormancy is assessed | Why it matters |
|---|---|---|
| ACRA | For the dormant-company financial-statement exemption, the Companies Act looks at whether the company has had significant accounting transactions during the relevant period, together with the other statutory conditions. | This affects whether a qualifying dormant relevant company can be exempt from preparing and filing financial statements. |
| IRAS | A company is dormant for tax purposes when it does not carry on business and has no income for the whole basis period. | This affects the dormant-company Corporate Income Tax filing route and eligibility to apply for a filing waiver. |
This distinction matters. For example, a company may have stopped its trade but still receive interest, rent or dividend income. That income can affect its IRAS dormant status even if there is very little operational activity.
Does a dormant company still need to file an Annual Return with ACRA?
Yes. As long as the company remains live on ACRA's register, it must file an Annual Return each year even if it is inactive or dormant, and even if IRAS has granted it a tax filing waiver.
For a non-listed company, the normal Annual Return deadline is within seven months after its financial year end. Different timing can apply to listed companies and companies with an overseas branch register.
Dormancy also does not remove the company's ongoing corporate obligations. For example, the company must continue to maintain a registered office and have a company secretary as required by the Companies Act.
If you only need help with the ACRA filing, see our Annual Return filing service.
Does a dormant company need to prepare financial statements?
Not every dormant company is automatically exempt. A Singapore-incorporated company normally has to prepare financial statements unless it qualifies as a dormant relevant company under section 201A of the Companies Act.
ACRA's current guidance highlights these conditions:
- The company has been dormant from the time it was formed, or from the end of the previous financial year.
- It is not listed and is not a subsidiary of a listed company.
- It meets the substantial-assets test. For a standalone company, total assets at any time during the financial year must not exceed S$500,000. For a parent company, the consolidated total assets of the group must not exceed S$500,000.
- The other requirements under section 201A are satisfied.
Does a dormant company still need to file tax with IRAS?
Yes, unless IRAS has released the company from the filing requirement.
A dormant company must file its Corporate Income Tax Return by 30 November each year unless it has been granted a waiver. IRAS provides a simplified “Form for Dormant Company” digital service in myTax Portal, so a dormant company does not complete the same amount of information as an active trading company.
IRAS also states that financial statements do not need to be submitted with the dormant-company tax form.
Can a dormant company apply for a tax filing waiver?
A company that expects to remain dormant can apply to IRAS for a waiver from filing future Form C-S, Form C-S (Lite) or Form C returns. It is not automatic merely because the company has stopped trading.
IRAS currently requires the company to satisfy conditions including:
- It is dormant and has filed the required Corporate Income Tax Returns, financial statements and tax computations up to the date it ceased business.
- It does not own investments, or any investments it owns do not produce income.
- It has cancelled its GST registration before applying, if it was GST-registered.
- It does not intend to recommence business within the next two years.
The application is made through the Apply for Waiver / File last Form C-S / C (Dormant / Striking Off) digital service in myTax Portal. Once IRAS grants the waiver from a specified date, the company does not need to reapply every year while the waiver remains applicable.
What happens when a dormant company starts business again?
A company can resume business later. If IRAS previously granted a filing waiver, the company must notify IRAS within one month from the date it recommences business or starts earning or receiving income, whichever happens first.
IRAS now provides a Recommencement of Business form for this purpose. You should be ready to provide the UEN, contact details, recommencement or income date and, where applicable, the new principal activity and its effective date.
You should also review the company's ACRA records, accounting setup, GST position, payroll obligations and other licences or registrations when operations restart. Dormancy is not a permanent legal status that prevents the company from trading again.
Should you keep the company dormant or strike it off?
Keeping the company dormant can make sense when there is a genuine reason to retain the entity, such as a planned future restart or assets and commercial arrangements that still need to remain with the company.
If the business has permanently ceased and there is no reason to retain the entity, strike-off may be more appropriate because a dormant company still carries recurring corporate obligations and costs. Strike-off has its own eligibility requirements, so it should be assessed separately rather than treated as an automatic consequence of dormancy.
Practical dormant-company checklist
| Item | What to check |
|---|---|
| ACRA dormancy | Confirm whether the company satisfies the relevant Companies Act conditions, not merely whether it has stopped selling. |
| Financial statements | Check whether the company qualifies as a dormant relevant company under section 201A, including the substantial-assets test. |
| Annual Return | Continue filing with ACRA while the company remains live. |
| IRAS dormancy | Confirm that the company carried on no business and had no income for the whole basis period. |
| Corporate tax return | File by 30 November unless IRAS has granted a waiver. |
| Tax waiver | Apply through myTax Portal only if the qualifying conditions are met. |
| Recommencement | If a waiver was granted, notify IRAS within one month after business or income resumes. |
Need help keeping a dormant company compliant?
Dormant companies have fewer transactions, but the ACRA and IRAS rules still need to be applied correctly. We can help review whether your company qualifies for the relevant dormant treatment, handle the recurring filings and apply for the IRAS waiver where appropriate.
If you plan to retain the company rather than strike it off, see our dormant company compliance package. If you are unsure which route fits your company, contact us and we will be happy to work through the position with you.
