We briefly spoke about dormant companies in a previous article: What is a Dormant Company

Here is a further elaboration to the topic.

A company is considered dormant during a period in which there is no accounting transaction.

A company is considered dormant if:

  1. It has been dormant from the time of its formation
  2. It has been dormant since the end of the previous financial year

A company ceases to be a dormant company if there is an accounting transaction.

These activities are disregarded as accounting transactions when considering whether a company is active:

  1. Allotment and subscription of shares by new of existing shareholders
  2. The appointment of a company secretary or secretarial fees
  3. The fees to maintain a registered office
  4. The cost to keep the company registers and books
  5. The payment of any fee or charge (including any fee, penalty or interest for late payment) payable under any written law
  6. The payment of any composition amount

A dormant company is exempt from audit requirements.

A dormant company will have to be audited if the following member or shareholders make a written request to the company during the financial year. The request must not be later than one month before the end of that financial year.

  1. Any member or shareholder of the company holding not less than 5 per cent of the total number of issued shares of the company (excluding treasury shares) or any class of those shares (excluding treasury shares)
  2. Not less than 5 per cent of the total number of members of the company (excluding the company itself if it is registered as a member) may, by notice in writing to the company during a financial year

 

When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.

 

Yours Sincerely,
The editorial team at Singapore Secretary Services

 

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