Criteria to Strike Off a Company

Striking off Criteria

• The company must have ceased trading or not commenced business from the date of incorporation.
• The company must not have any outstanding tax liabilities with IRAS. ACRA does not require the company to produce a tax clearance letter from IRAS. Please refer to IRAS website for a checklist on things to do before applying for striking off.
• The company must not be indebted to any other government agency.
• The company must not have any outstanding charges in the company’s charge register.
• The company must not be involved in any court proceedings (within or outside Singapore).
• The director(s) must obtain the written consent of the majority of the shareholders.
• The company must not have any current/contingent assets and liabilities.
• The accounts attached must be drawn up till the date of cessation indicated in the application (if any).
• Company Limited by Guarantee must submit the last set of audited accounts.

Other requirements to fulfill before striking off a company

Company has been dormant since incorporation

The applicant is required to submit a covering letter stating that the company had:

1. No business transaction since incorporation
2. Not opened a bank accounts or the bank account has been closed
3. Not held an AGM or the first AGM to be held within 18 months from the date of incorporation is not due

Company has submitted its last audited accounts before 15 May 2003

The financial accounts should be unqualified and should have no assets and liabilities.

However, if the accounts are:

1. Qualified with no assets and liabilities, applicant is required to submit a letter of undertaking from the respective auditor to remove its qualification.
2. Unqualified with assets and liabilities, applicant has to submit documentary evidence for the disposal or settlement of assets and liabilities.

Company has submitted its last unaudited accounts after 15 May 2003

The financial accounts should have no assets and liabilities.

However, if the accounts consist of assets & liabilities, applicant has to submit documentary evidence for the disposal or settlement of assets and liabilities. The accounts have to be certified by the directors.

How to Strike Off a Company

A company may apply to ACRA to strike its name off the Register pursuant to Section 344 of the Companies Act. ACRA may approve the application if it has reasonable cause to believe that the company is not carrying on business and the company is able to satisfy the criteria for striking off.

Review Process for Striking Off

• ACRA will process the application within 5 working days. Once the application is approved, ACRA will send a striking off notice to the company’s registered office address, its officers (directors and company secretary) at their residential address and to IRAS.
• After a 1 month period, if no objection is received, ACRA will publish the name of the company in the Government Gazette. This is known as the First Gazette Notification.
• After a 3-month period from the First Gazette Notification, if there is no objection, ACRA will publish the name of the company in the Government Gazette 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 will take at least 5 months.

If ACRA receives any objection, after approval of the application has been granted but before the company has been struck off the Register, it will inform the company of the objection. The company is given 2 months to resolve the matter. If the company is unable to resolve the matter after 2 months, the striking off process will be terminated. The company will have to submit a new application again if it still wishes to be struck off.

Objection against Striking Off

Any interested person can submit “Lodgment of an Objection against Striking Off” via BizFile to object to a striking off application. The fee payable is $10. ACRA will withhold the striking off and advise the company to clear the outstanding debt within 2 months from the date of the objection.

If the company is able to resolve the matter within the 2 months period, the person who objects to the striking off application is required to lodge “Clearance of an Objection to Striking Off” via BizFile before ACRA can proceed the striking off application. There is no fee required for this transaction.

If the company is unable to resolve the matter within the 2 months period, the striking off application will lapse. The company will have to submit a fresh striking off application if it still wishes to be struck off the register.

Any interested person who suspects that a company (i.e. debtor) intends to apply for striking off may lodge a “Notice of Intention to Lodge Objection to Future Striking Off Application” via BizFile. The fee payable is $10 and the objection will be valid for one year. If the company submits an application for striking off, we will notify the objector via email and he can then submit an online objection via BizFile.

Withdrawal of Striking Off Application

A company can write in to ACRA to apply for withdrawal of its application for striking off before the company has been struck off the Register. The reason(s) for withdrawal should be clearly stated in the letter. The fee for the withdrawal application is $30.

After a Company has been Struck Off

A company can be reinstated within 15 years from the date of striking off. An order from court is to be obtained to reinstate the company which has been struck off. Upon receiving it, it is to file “Notification of Restoration of Company that has been Struck Off / Dissolved” at a filing fee of $10.