For various reasons, you may wish to close your company. To close a company you can either wind up or strike off the local company. Striking off a company is the more straightforward option so long as the requirements are adhered to. The striking off can be done via the Bizfile+, the Business Filing Portal of ACRA.
The individual submitting the striking off application must be authorised by at least the majority of the directors of the company to do so. The directors would have to have obtained prior approval from the shareholders with regards to the striking off of the company through a general meeting. Do note that it is an offence for someone to strike off a company without authorisation.
You will have to provide a reason for striking off and the reasons you can provide are:
- The company has not started to carry on business or begin operation; or
- The company has ceased to carry on business or operate.
You will also have to make the following declarations on behalf of the company. These declarations should be documented by the directors prior to the striking off of the company.
- The company has no outstanding tax liabilities owing to the Inland Revenue Authority of Singapore (IRAS) and is not indebted to any other Government Agency.
- The company is not a party to any ongoing or pending proceedings (whether civil or criminal) before a court, whether in Singapore or elsewhere.
- The company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
- The company has no assets or contingent assets and no liabilities or contingent liabilities.
A balance sheet showing that the company has no assets or contingent assets and no liabilities or contingent liabilities should be prepared and signed by all directors.
It is important to note that you will have to ensure that there is no outstanding tax credit owing to the company before applying for striking off. When the company is dissolved, any tax credit due to the company will be paid over to the Insolvency and Public Trustee’s Office (IPTO) under the Ministry of Law. The shareholders of the defunct company may approach IPTO if they wish to claim the tax credit. Please note that IPTO may impose charges for the processing of the claim. For more information on how to make a claim, please visit IPTO’s website.
It is also important that you execute the striking off in accordance with the company’s constitution.
Once the application for striking off is approved, the process for striking off can commence. We have documented the process in an earlier blog article:
A company can authorise an ACRA registered filing agent or an officer of the company to complete the striking off filing.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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