For the purpose of simplicity, this article is relevant only to striking off of a Singapore Private Limited Company. If you have questions relating to striking off of a company, please contact us.
What is Striking off of a Singapore Company?
Striking off a company is effectively deregistering the company. In other words, you are terminating the business / company and it will cease to exist. The company will no longer be commencing business.
Winding up vs Striking off
Winding up is similar to striking off as it also involves terminating the company / business. However, winding up involves the appointment of a liquidator or provisional liquidator, to wind up its affairs and file the necessary notifications required under the Companies Act / Insolvency, Restructuring and Dissolution Act.
Although a solvent company can commence winding up the company, it is most common to wind up the company only when the company is insolvent.
In most cases where a company is solvent, striking off is a process that is quicker and more cost efficient way of ceasing the company.
Who can apply for Striking off of the company
Any of the following can submit an online application via BizFile to strike off the company:
- Company Director
- Company Secretary
- Registered Filing Agent
- *ACRA
*ACRA is also granted the power to strike off the company if there is reasonable cause to believe that a company is not carrying on business or is not in operation. ACRA may exercise this power if the Company’s the Annual Returns has not been filed for consecutive years.
Important: If a director has had more than 2 of his/her company struck off by ACRA within a period of 5 years, the individual will be disqualified and will no longer be allowed to be a company director or take part in the management of any local or foreign company for five years from the date on which the third company is struck off.
A disqualified director also will not be able to take on any new appointment as a director, or be in any way directly or indirectly concerned or take part in the management of a company.
*Note that this is applicable only if the striking off is exercised by ACRA. Voluntary applications for striking off are ok.
How to Strike off a Singapore Private Limited Company
The following criteria must first be met prior to striking off of the company:
- The company is no longer operating, or has not operated since incoporation
- All compliance matters (fees / fines / taxes) due to government entities such as IRAS, CPF, or other agencies has been attended to.
- There are no outstanding charges in the charge register of the company.
- The company is not involved in any legal proceedings whether in Singapore or overseas.
- The company does not have any ongoing / pending regulatory action or disciplinary proceeding
- The company accounts has been zerolised, such that there are no longer any assets and liabilities as at the date of the application and no contingent asset and liabilities that may arise in the future. (Objection to striking off can be raised by a creditor if the company has outstanding liabilities)
- All/majority of the director(s) authorise you or the Registered Filing Agent, as the applicant, to submit the online application for striking off on behalf of the company.
Important: Ensure that there is no outstanding tax credit owing to the company before applying for striking off. Otherwise, any tax credit due to the company will be paid over to the Insolvency and Public Trustee’s Office (IPTO).
The shareholders may then approach IPTO if they wish to claim the tax credit, and charges may be imposed for processing the claim.
Timeline and process of striking off
[T+0] Once the application is submitted and approved (T+0 days), ACRA will send a striking off notice to the company’s registered office address as well as its officers (such as director, company secretary and shareholder) at their address in ACRA records.
[T+30] Subsequently, after 30 days, if there is no objection, ACRA will publish the name of the company in the Government Gazette. This is known as the First Gazette Notification.
[T+90] Then, 60 days from the First Gazette Notification, if there is no objection, ACRA will publish the name of the company in the Government Gazette again and the name of the company will be struck off the register.
The date that the company is struck off will be stated. This is known as the Final Gazette Notification.
The entire process may take up to 4 months.
As the company director or strike off applicant, unless there is an objection to the strike off of the company, no further action is required on your end, except to wait for the process to be completed.
If Objection to Strike off is raised
Between the period T+0 (filing date) and T+90 (publishing of company name in the Government Gazette), any interested person can submit an objection against a striking off application.
If an objection to the striking off is lodged, the striking off process will be halted and the company has to resolve the objection within 2 months. Otherwise the striking off application will lapse. The company can then only submit a new application after the objection has been cleared.
Points to note
- Despite being struck off, by a Court Order, a company can still be restored within 6 years. The Court Order must be lodged via BizFile+ and the status of the company will be updated to “live”.
- Before T+90 (strike off effective) – A company can apply for withdrawal of its application for striking off via BizFile+ if required.
As a business owner, striking off may still be a tedious and time consuming process. If you require assistance, please contact us.
