What is a Strike Off of Company?
A company may apply to the Accounting and Corporate Regulatory Authority (ACRA) to strike off the company's name from the register according to Section 344 of the Companies Act.
The Singapore Companies Act allows ACRA to strike a local company off the register if there is a reason to believe that a company has ceased operation or has fulfilled certain conditions.
Who can apply to strike off a company in Singapore?
Corporate service provider (Registered filling agent)
Requirements of striking off a company in Singapore
A company can apply to ACRA to be struck off the register, but it must meet the following conditions:
The company has ceased operation; or the company has not commenced business since incorporation.
The company has no existing and contingent assets and liabilities that may arise in the future.
The company is not involved and will not be involved in any court proceedings, whether in or outside Singapore.
The company has no outstanding penalties or offers of composition fine owing to ACRA and is not indebted to other government departments.
The company has no outstanding tax liabilities owing to the Inland Revenue Authority of Singapore (IRAS).
The company has no outstanding charges in its charge register, e.g., no mortgages, etc.
None of the officers of the company has outstanding ACRA summonses.
Obtained the written consent of the majority of the directors.
Duration of a company strike off process in Singapore
The strike off application can be completed in 1 hour. However, ACRA will take up to 5 working days to process the application.
What happens when a local company's strike off is approved?
Upon approval, ACRA will send a striking-off notice to the following:
Company registered office
Company directors and company secretary at their residential address
Any interested person (eg: debtors) can object to the strike-off/closing of the company in the 30 days notice period. After 30 days from the initial approval for strike-off, if there is no objection from the company’s officers, the name of the Company will be published in the Government Gazette by ACRA, also known as the First Gazette Notification.
Suppose there is no objection during the 60 days after the First Gazette Notification. In that case, ACRA will publish the company's name in the Government Gazette again, and the name of the Company will be struck off, which is referred to as the Final Gazette Notification.
The entire process will take approximately 4 months.
What happens when a company strike off is rejected in Singapore?
If ACRA rejects the application, steps will need to be taken to meet the strike-off requirements and then file the application again.
Who can lodge an objection against the company strike off in Singapore?
Any interested person can lodge an objection, for example, a debtor.
ACRA will withhold the application and notify the company to resolve the outstanding matter within 2 months of the date of objection. If the case is resolved, the objector must lodge a “Clearance of an Objection to Striking Off” via BizFile, where ACRA will proceed with the striking off application.
If the company cannot resolve the matter within 2 months, the striking off application will lapse, and the company will revert to live status.
Once the issue is resolved, the company must submit a new striking-off application if it still wishes to be struck off the register.
Can a company strike off application be withdrawn in Singapore?
Yes, a withdrawal of company incorporation Singapore application for the process of striking off the Singapore company is possible if there are clear reasons for the withdrawal. The request must be lodged at least 5 working days before the company is scheduled to be struck off the Companies Register.
1. Is being strike-off from the Company Register by ACRA the only option to close down my company?
Other than being struck off the Company Register, the other option to close a Singapore-based company is to wind up the company with the assistance of a professional liquidator. Winding up or liquidation is a process in which the company’s assets are sold to pay off existing debts. Once all debts are paid off and distributed amongst the shareholders, the company will no longer exist once the winding-up process is completed.
2. Can a Singapore company be restored after being struck off?
Yes, a local company that is struck off from the Company Register by ACRA can be restored within 6 years by court order.
No filing fee is required for this transaction.
3. Is winding up a company and striking off a company in Singapore the same thing?
No, they are not the same. Winding up a local company refers to liquidation, where a liquidator is hired to assist the company in paying off all the debts and distributing them among the stakeholders. It is a more formal procedure that is suitable for companies undergoing insolvency or legal proceedings.
While 'striking off' refers to the closing down of the company and striking off the company in Singapore from the Company Register, mostly referring to voluntarily striking off. This is an easier and faster process that is suitable for qualified small or dormant companies.
4. What happens when a company is struck off in Singapore?
The company's name is removed from the Company Register, and it will no longer be able to trade, sell assets and make payments that involve business activities. Moreover, the name of the Company would be available for new companies.
5. What happens to assets when a company is struck off in Singapore?
In order for a company to be struck off, one of the requirements is that the company hold no assets and liabilities (current or future).