Striking off a company in Singapore means shutting it down under ACRA criteria. Let’s find out what they are and what is the general procedure of striking off a company in Singapore.
What is the company striking off?
Striking off refers to the deregistration of a company, which includes removing the company name from the Register of Companies and completely dissolving your business.
Please remember that striking off and winding up are two different processes, although the final results are the same which is the dissolution of a company.
Striking off vs Winding up
Winding up is a more formal procedure in which a liquidator is appointed to convert assets into cash, pay off debts, and then distribute the remaining value to the company’s members.
In other words, winding up is the process of terminating a business due to indebtedness. That being said, if your company is insolvent, or unable to pay its debts, it must be wound up but not struck off the register.
Meanwhile, striking off is a faster and less-complicated way for a company to close down. As simple as it appears, numerous criteria must be met to apply for a company to be struck off. A business can be struck off by the Registrar, which is ACRA, at their discretion or by the company itself.
Requirements of company striking off
ACRA requires the following criteria to be met to strike your company’s name:
- The company’s operations have come to a halt;
- The company has no assets or liabilities at the time of application or in the future;
- The company has no outstanding tax liabilities with IRAS. In particular, the company must ensure:
- All income tax returns are filed up to the date the company ceased operations;
- Before closing the company’s bank account, all outstanding tax matters were resolved with IRAS; and
- GST registration has been canceled, and no GST matters remain.
- There are no debts owed to the Central Provident Fund Board or any other government agency by the company;
- The company is not involved in any court proceedings in or out of Singapore;
- The company has no outstanding charges in the charge register; and
- The company obtained the approval of all or a majority of its shareholders to strike off.
The procedure of striking off a company in Singapore
As previously stated, you may apply to have your company struck off, or the Registrar (ACRA) may strike it off on their initiative.
Striking off via application
If the company meets the criteria listed in the previous section, an application for striking off can be submitted online via BizFile+.
The application may be submitted using SingPass or CorpPass by:
- The company’s director; or
- The company secretary; or
- The registered filing agent.
Only if the application is approved will ACRA send a notice to the company’s directors, secretaries, and members informing them of the strike-off application.
According to Section 334A of the Companies Act, unless there is an objection, ACRA will proceed to publish the company name to be struck off in the Government Gazette, known as the First Gazette Notification, 30 days after the notice is sent.
This First Gazette Notification will state that if there is no objection within 60 days, ACRA will exercise its power to strike off the company’s name, along with reasonable evidence proving that the company should not be struck off.
Following the expiration of the 60 days, ACRA shall publish a notice in the Gazette, known as the Final Gazette Notification, informing the company’s name has been struck off and the business will be dissolved. Normally, the entire process takes at least four months.
Restoration of the struck-off company is possible if you submit the application within 6 years of the date the company is dissolved.
Section 344C(1) of the Companies Act states that any interested party may file an objection to the striking-off as long as they can provide solid proof, such as that the company does not meet the prescribed criteria. When ACRA receives an objection, it must notify the company.
The company will then be given two months to resolve the issue, and if it fails to do so, the striking-off application will be denied. Only after the objection has been resolved can the company submit a new application.
Under Section 344B, the applicant can at any time before the company has officially been struck off withdraw the application via BizFile+ with no filing fee charged. The Registrar will then publish the withdrawal on the Authority’s website.
Striking off by the power of the Registrar
According to Section 344 (1) of the Companies Act, if the Registrar has reasonable grounds to believe a company has not been operating, they can initiate the process of striking the company off the register.
From sending a notice to inform the company of the striking off to the second publication in the Gazette after which the company’s name shall be struck off, the process is similar to that described above, with the exception of the step of making an application.
Important notes after the company striking off
- A company can be restored within 6 years of being struck off by a Court Order.
- Under defunct company striking off by the Registrar:
- The liability of each officer and member, if any, shall continue and may be enforced as if the company had not been dissolved.
- This company being struck off will not affect the Court’s ability to wind up the company.
- A director who has three companies struck off by ACRA within five years will be disqualified from the position of director and barred from participating in any management activities for the next five years.
- The company’s officers must keep all books and papers for at least 5 years after the company is dissolved.
In short, as long as the requirements are met, a company can be struck off by the Registrar or apply for striking off on its own in Singapore.
The company’s name will be struck off after two publications in the Gazette. To halt the process, an objection must be submitted to ACRA along with reasonable evidence.
Please keep in mind that if your business is in debt and wishes to close, it must go through the process of winding up rather than striking off.
Our experts can answer any additional questions you may have, so contact us right away!
Disclaimer: While BBCIncorp strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact BBCIncorp’s customer services for advice on your specific cases.
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