Closing a business is never an easy decision, but once it’s made, it’s crucial to follow proper procedures to avoid future complications. In Singapore, companies that are no longer active or have ceased operations can apply for a strike-off with the Accounting and Corporate Regulatory Authority (ACRA).
However, before submitting the application, there are several essential financial, tax, and legal obligations that must be settled to ensure a smooth and compliant exit.
Step-by-Step Checklist Before Applying for Strike-Off
Striking off a company is more than just an administrative formality—it’s a legal process that requires meticulous planning, accurate documentation, and full compliance with regulatory obligations. Use this detailed checklist to guide you through each critical step:
1. Assess Solvency and Obtain Agreement
Start by evaluating whether your company is solvent, meaning it is able to pay all debts in full within 12 months of ceasing operations. This is a crucial legal requirement before initiating the strike-off process.
- Declaration of Solvency: All company directors must sign this document, declaring that the company is financially capable of settling its obligations.
- Internal Approvals: Obtain formal written resolutions from both directors and shareholders, approving the decision to close and strike off the company. These will form part of the submission to ACRA.
2. Settle All Outstanding Debts and Liabilities
Your company must be completely debt-free at the time of applying for strike-off. Common liabilities include:
- Payments to creditors and suppliers
- Loans from banks or financial institutions
- Outstanding employee wages, CPF contributions, or benefits
- Dues to government bodies such as IRAS, CPF Board, MOM, or HDB
If your company is insolvent (i.e., unable to pay its debts), you must opt for a Creditors’ Voluntary Liquidation (CVL) instead of a strike-off.
- Notify creditors of your strike-off intention, as they have the right to raise objections.
- Best Practice: Request written confirmations or “no objection” letters from major creditors to ensure a smooth application process.
3. Complete All Outstanding Tax Matters
Before ACRA approves the strike-off, IRAS must confirm that your company has no outstanding tax matters.
- Submit all final Corporate Income Tax returns (Form C-S or Form C)
- File and settle any Goods and Services Tax (GST), if applicable
- Pay any outstanding tax liabilities (corporate income tax, withholding tax, payroll taxes, etc.)
- Apply for a Tax Clearance Certificate or obtain an official “no objection” from IRAS
Also, deregister for GST and close the company’s payroll account with IRAS if your business had employees or GST obligations.
4. File Financial Statements and Annual Returns
Even if your company has not been trading recently, you are still required to fulfill ACRA’s filing requirements:
- Prepare final financial statements up to the date of cessation
- Submit any outstanding Annual Returns (ARs)
- File XBRL financials if your business falls under the requirement for XBRL submissions
Incomplete or inaccurate filings may delay or derail your strike-off application.
5. Cancel Business Licenses and Work Passes
If your company holds any business permits or licenses, make sure they are officially cancelled with the relevant issuing authorities:
- Examples include food shop licenses, import/export permits, or employment agency licenses
- Cancel any work passes or employment passes for foreign employees via the Ministry of Manpower (MOM)
Failing to cancel these may result in penalties or further compliance obligations even after the company is struck off.
6. Settle Employee Matters
Ensure that all employee-related responsibilities are fully concluded:
- Pay all final salaries, bonuses, and unused leave
- Make final Central Provident Fund (CPF) contributions
- Issue necessary tax forms (e.g., IR8A, IR21 for foreign employees)
- Properly terminate employment contracts
This step is critical to complying with both MOM and IRAS employment-related regulations.
7. Dispose of or Transfer Company Assets
Before closing the company, deal with any remaining company assets:
- Sell or transfer them to shareholders or third parties
- Donate to charities or write off if they have no value
- Maintain clear records of all asset disposals for accounting and tax audit purposes
Failure to properly dispose of assets can result in complications during tax clearance or regulatory reviews.
8. Finalize Contracts and Ongoing Operations
All business operations and legal contracts must be concluded before closure:
- Cancel ongoing services such as office leases, utilities, domain names, or software subscriptions
- Complete or legally terminate contracts with clients, suppliers, or business partners
- Inform stakeholders (clients, vendors, partners) of your company’s cessation of business
This minimizes the risk of future disputes and maintains your business reputation.
9. Close All Corporate Bank Accounts
Once debts are paid and assets are dealt with, close all your company’s bank accounts.
- Request official statements from the bank confirming closure
- Retain these documents in case of future queries from ACRA or IRAS
Leaving accounts open may result in unnecessary bank fees or compliance concerns.
10. Fulfill Legal and Regulatory Compliance
Wrap up the process by ensuring all legal obligations are fulfilled:
- Notify all stakeholders (directors, shareholders, employees, clients)
- Submit accurate and complete documentation to ACRA for the strike-off
Keep board and shareholder resolutions and a copy of your final financial statements as part of your corporate records
Important: If any legal, tax, or debt obligations remain unresolved, ACRA can reject your application, or worse, restore your company to the register, exposing directors to personal liability or investigation.
Summary Table: Key Steps Before Company Strike-Off
| Step | Key Actions |
| Assess Solvency | Confirm ability to pay debts; sign Declaration of Solvency |
| Settle Debts | Pay all liabilities; notify creditors |
| Tax Compliance | File tax returns; settle taxes; obtain IRAS clearance |
| Finalize Operations | Complete contracts; dispose assets; notify stakeholders |
| File with ACRA | Submit Annual Returns, Financial Statements, XBRL (if applicable) |
| Cancel Licenses/Permits | Revoke all business permits and deregister from regulatory bodies |
| Close Bank Accounts | Terminate all business bank accounts with proper documentation |
| Legal Compliance | Keep resolutions and submit accurate filings to ACRA |
Final Thoughts
Closing a company via strike-off is not simply about stopping business operations—it is a comprehensive process involving due diligence, legal responsibility, and regulatory compliance. By following this checklist carefully, you reduce the risk of objections, penalties, or long-term complications.
Need assistance? Consider engaging a licensed corporate service provider who can guide you through the process, ensure proper documentation, and liaise with ACRA and IRAS on your behalf. This small investment can save you significant time and stress.
Frequently Asked Questions (FAQ)
1. What is the difference between striking off and winding up a company?
Striking off is a voluntary and simpler process used when a company is no longer active and has no liabilities. Winding up, on the other hand, is a more formal and complex legal process involving liquidation, typically used when the company has outstanding debts or is insolvent.
2. How long does the company strike-off process take in Singapore?
The entire process typically takes 4 to 6 months, depending on whether there are any objections from IRAS, creditors, or other stakeholders. ACRA gives a 30-day objection period after publishing the application in the Gazette, followed by a 60-day final notification period before the company is officially struck off.
3. Can I strike off my company if it still has outstanding debts?
No. One of ACRA’s key requirements is that the company must not have any outstanding debts or liabilities. All debts must be fully settled before applying for a strike-off.
4. Do I need to inform IRAS before striking off my company?
Yes. You must ensure all tax filings and obligations are completed with IRAS. This includes getting a “No Objection” letter from IRAS before ACRA will proceed with your strike-off application.
5. Can a struck-off company be restored later?
Yes, a company that has been struck off can be restored within 6 years by a court order if it is shown that the company was still operational or if the strike-off was done in error. Restoration is a legal process and may involve court proceedings and administrative costs.
6. Is it mandatory to use a corporate service provider for a strike-off?
While it is not mandatory, many companies engage a corporate service provider to ensure all compliance requirements are met and the application is properly filed. This reduces the risk of delays or rejection due to oversight or incomplete documentation.
