Singapore Dormant Company (IRAS and ACRA Requirements)

A dormant company in Singapore is one with no significant accounting transactions (ACRA’s test) or no income (IRAS’s test) during a financial year. Because ACRA and IRAS apply different definitions, a company can be “dormant” for one authority and still owe filings to the other.

This guide breaks down both standards, the exemptions available, and what founders must file to stay compliant.

What is a dormant company in Singapore? Dormant company: meaning and definition

A dormant company in Singapore remains legally registered while meeting the applicable dormancy criteria for the relevant period. It may have never started business or may have become inactive after previously operating.

The Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS) apply different tests: ACRA looks at accounting transactions, while IRAS looks at business activity and income.

ACRA’s definition of a dormant company

Under ACRA’s approach, a company is dormant when it has no significant accounting transactions during the financial year. An accounting transaction is one that affects the company’s financial statements.

Certain statutory and administrative transactions do not affect dormant status, such as maintaining a registered office, appointing a company secretary or auditor, keeping statutory records, and paying fees required by law.

IRAS’s definition of a dormant company

IRAS treats a company as dormant when it does not carry on business and earns no income throughout the entire basis period.

A company may still own investments, such as property, fixed deposits or shares, provided that it does not receive income from them during the relevant period. Income such as interest, dividends or rent will cause the company to lose its dormant status for that Year of Assessment.

Key differences between ACRA and IRAS definitions

Although both ACRA and IRAS classify dormant companies, their definitions serve different regulatory purposes and apply different criteria. The table below highlights the key distinctions:

A company may therefore qualify as dormant under one authority but not the other. Businesses should assess their position separately under both ACRA and IRAS before claiming any financial-reporting or tax-filing exemption.

The advantages of a dormant company in Singapore

Keeping a company dormant can be suitable when the business pause is temporary and the owners may resume operations later. Key advantages include:

• Lower operating costs: With no active trading, the company can avoid normal business expenses and limit spending to statutory maintenance, such as annual filings, tax filing obligations.
• Reduced compliance work: Eligible dormant companies may qualify for exemptions from preparing financial statements or obtain an IRAS waiver from filing Corporate Income Tax Returns, subject to the applicable conditions.
• Preserved corporate structure: The company retains its legal identity, registered name, ownership structure, and existing corporate records while inactive. However, company registration alone does not provide full trademark or intellectual property protection.
• Faster business reactivation: Resuming an existing dormant company is generally more straightforward than incorporating a new entity, provided the company updates the relevant authorities and resumes its standard filing, accounting, and tax obligations.

Step-by-step: How to declare dormant status in Singapore

There is no single joint application for declaring a company dormant with both ACRA and IRAS. In practice, the company must assess its status under each authority’s definition, stop activities that could end dormancy, maintain its records, and complete the relevant annual filings.

Step 1: Check the ACRA and IRAS requirements

Assess the company separately under each authority:

• ACRA: For financial-reporting purposes, the company must have no significant accounting transactions during the financial year. An accounting transaction is one that affects its financial statements⁽¹⁾.
• IRAS: The company must not carry on business or earn income during the entire basis period⁽²⁾.

Because the tests are different, a company may qualify as dormant under one authority but not the other.

Step 2: Stop activities that could end dormant status

Examples of activities that would generally affect ACRA or IRAS dormant status include:

• Selling goods or providing services
• Buying or disposing of business assets
• Borrowing or lending money
• Paying or accruing salaries
• Declaring or paying dividends
• Receiving interest, dividends, rent or other income

Certain statutory and administrative transactions are disregarded for ACRA dormancy purposes, including maintaining a registered office, appointing a company secretary or auditor, keeping statutory books and registers, and paying fees or penalties required by law.

Step 3: Maintain company records

Dormant companies must continue keeping proper accounting records and accurate statutory registers. Company information, officers and shareholders should also be updated through Bizfile when changes occur.

The company should retain sufficient records to support the dormant status and any exemption claimed during its Annual Return filing.

Step 4: Review filing and exemption eligibility

Dormant status does not automatically remove all compliance obligations. The company must separately determine:

• What it must file with ACRA
• Whether it must prepare or file financial statements
• What it must file with IRAS
• Whether it qualifies for an audit exemption, financial-statement exemption or tax-filing waiver

What must a dormant company file with ACRA and IRAS?

A dormant company must continue filing with ACRA and IRAS unless a specific exemption or waiver applies. Relief granted by one authority does not automatically remove obligations imposed by the other.

Filing requirements with ACRA

Every company that remains live on ACRA’s register must file an Annual Return, including dormant companies and companies holding an IRAS tax-filing waiver.

When filing through Bizfile, the company should:

• Review its registered information
• State its status for the financial period
• Complete the relevant exemption declarations
• File financial statements where required

The general deadlines are:

• Non-listed companies: Within seven months after the financial year-end
• Listed companies: Within five months after the financial year-end

Companies with share capital and an overseas branch register generally receive one additional month. Dormant status does not remove the Annual Return obligation.

Filing requirements with IRAS

According to IRAS’s guidance on dormant companies, a dormant company must file its Corporate Income Tax Return by 30 November each year unless IRAS has granted a filing waiver.

A qualifying company may submit the simplified Form for Dormant Company through myTax Portal. It only needs to complete two essential fields and does not need to submit financial statements to IRAS with this form⁽³⁾.

If the company has received a waiver, it does not need to file an annual Corporate Income Tax Return while the waiver remains effective. It must notify IRAS within one month after recommencing business or receiving income.

What exemptions are available to dormant companies?

Dormant companies may qualify for audit, financial-reporting or tax-filing relief. These exemptions have separate requirements and should be assessed independently.

Audit exemption

Under Section 205B of the Companies Act, a company is exempt from audit requirements if it has been dormant:

• From the time of its formation; or
• Since the end of the previous financial year⁽⁴⁾.

The company ceases to qualify for the dormant-company audit exemption under Section 205B when it is no longer dormant. However, it remains exempt for a financial year during which it was dormant throughout.

Audit exemption does not remove the company’s obligations to maintain accounting records or file its Annual Return.

Financial-statement exemption

A company does not need to prepare and file financial statements if it qualifies as a dormant relevant company under Section 201A of the Companies Act⁽⁵⁾.

It must meet all applicable requirements, including but not limited to:

• Being unlisted and not a subsidiary of a listed company
• Being dormant since formation or since the end of the previous financial year
• Having total assets not exceeding S$500,000 at any time during the financial year
• Where it is a parent company, having consolidated group assets not exceeding S$500,000 at any time during the financial year

A company that does not meet these conditions may still need to prepare or file financial statements even if it has no active business operations.

IRAS tax-filing waiver

A dormant company may apply for a waiver from filing future Corporate Income Tax Returns if it:

• Is dormant and has completed the required tax filings, financial statements and tax computations up to the date it ceased business
• Does not own investments or, if it owns investments, receives no income from them
• Has cancelled its GST registration, where applicable
• Does not intend to recommence business within the next two years.

The application must be submitted through the Apply for Waiver/File last Form C-S/C (Dormant/Striking Off) digital service on myTax Portal⁽⁶⁾.

Once approved, the company does not need to apply again each year. If it recommences business or receives income, it must notify IRAS within one month and resume the applicable tax filings.

How to reactivate a dormant company in Singapore?

If your company has been inactive but plans to resume operations or receive income, certain obligations must be fulfilled to ensure compliance with the Inland Revenue Authority of Singapore. Restarting a dormant company involves timely notifications and updated tax procedures.

Notification to IRAS

You must inform IRAS within 1 month of recommencing business or receiving income. This is done by submitting the Recommencement of Business form to request for Form C-S, Form C-S (Lite), or Form C with the following details:

• Name of requestor and Unique Entity Number (UEN) of the company
• Valid email address and contact number
• Date of recommencement of business or the date of receiving other sources of income such as interest, dividends, or rent, whichever is earlier
• New principal activity and its effective date, if applicable, accompanied by a copy of the latest business profile

Additional requirements

To resume full operations, companies should also:

• Meet the shareholding test to qualify for certain tax exemptions or carry-forward losses
• Appoint an ‘Approver’ via CorpPass for managing corporate tax matters
• File via IRAS digital services, keeping in mind the 15-minute timeout for inactivity
• Declare any eligible donations to approved bodies or government entities

Reactivating a dormant company is straightforward, but timely action is crucial to maintain tax compliance and avoid penalties.

Striking off vs. dormant company: Which is better?

The choice between striking off and keeping a company dormant depends on your future business plans. Striking off formally closes the company and removes it from ACRA’s register, while dormancy keeps the entity registered so it can resume operations later without incorporating a new company.

Choose dormancy when future operations are likely

Dormancy is generally more suitable when the business pause is temporary. It allows a startup or foreign founder to preserve the company structure, registered name and existing corporate records.

However, a dormant company remains live and must continue filing its Annual Return with ACRA. It must also file its Corporate Income Tax Return unless IRAS has granted a filing waiver.

Choose striking off when the company is no longer needed

Striking off is generally more practical when the company has ceased business permanently and has no remaining commercial purpose.

Before applying, the company should dispose of assets/settle liabilities, tax matters and other outstanding obligations. It must also have no ongoing legal proceedings or unresolved regulatory issues.

In summary, keeping the company dormant offers flexibility but involves ongoing compliance costs. Striking off removes those future maintenance obligations but is more suitable only when the owners are confident that the company will not be needed again.

How BBCIncorp help dormant companies 

Maintaining a dormant company in Singapore still involves key compliance obligations. BBCIncorp offers dedicated support to ensure your company remains fully compliant with local regulations, even during periods of inactivity. Our solutions are designed to reduce administrative burden and help you avoid costly penalties.

Even when inactive, a company must fulfill certain requirements with ACRA and IRAS. BBCIncorp provides comprehensive services tailored to dormant companies, including:

• Corporate secretarial services: We manage all statutory filings such as annual returns and director declarations, ensuring your business meets its legal obligations without unnecessary effort.
• Compliance monitoring: From maintaining registers to managing deadlines, our experienced team helps you keep your company in good standing—without you having to track every rule.
• Accounting for dormant entities: Even dormant companies may need to file tax returns or keep proper accounting records. Our Dormant company accounting services simplify these tasks while keeping costs predictable.

Why Choose BBCIncorp?

Choosing the right partner can make a significant difference in maintaining your dormant status efficiently. BBCIncorp combines industry expertise with a streamlined service experience, making it easy to manage dormant companies while preparing for future reactivation if needed. Clients benefit from:

• Transparent, flat-rate pricing
• 24/7 AI assistance with specialist support
• Real-time order and filing updates
• Full-service offerings in tax, secretarial, and accounting matters

Whether you’re maintaining a dormant company or incorporating a company in Singapore, BBCIncorp ensures every step is managed with care, compliance, and convenience.

Conclusion

A dormant company in Singapore remains registered and must still meet the applicable ACRA and IRAS requirements. Keeping it dormant is suitable for a temporary business pause, while striking off is more practical when the company has no future purpose.

The right option depends on your future plans, company structure and compliance position. For support with maintaining, reactivating or closing a dormant Singapore company, talk to our team.

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