• Is ACRA allowed to force the closure of a Singapore company-

Yes, ACRA is allowed to force the closure of a Singapore company IF there is a court order to do so. This implies that the company must have undergone a trial and court proceedings.

ACRA oversees the actions, operations, and incorporation of all companies in Singapore. In receiving an application to close a company, if it deems that the conditions are suitable for a Singapore-based company to be closed down, it will go ahead and do so. Otherwise, ACRA can only force the closure of a Singapore company when there is a court order to do so.

A company secretary usually handles the paperwork in closing a company. The directors will have to decide in agreement with shareholders to kick things off.

How ACRA Closes a Singapore Company

ACRA will only close a Singapore-based company if the company has made an application to be closed by ACRA. Sole proprietorships, partnerships, and private limited companies are closed by ACRA in different ways.

1. Sole proprietorships

When a sole proprietorship or partnership makes an application to ACRA for closure, it must file a Cessation of Business transaction. This is to be done online through the use of BizFile+. A CorpPass must be used by any company owner who plans to do so.

2. Private limited companies

Private limited companies, on the other hand, have two possible methods of being closed down by ACRA.

a. In the first, the company applies to be voluntarily liquidated. This method is also known as winding up. Companies which select this option must appoint a liquidator who will oversee the company’s cessation of business operations, distribution of assets among the members of the company, and payment of any remaining debts should the company have any.

b. Private limited companies in Singapore may alternatively choose to apply to ACRA for striking off. Doing so will lead to removal from the country’s company register. This method will be approved by ACRA if the company in question has fulfilled certain criteria. Among these criteria are:

  • The closure of all of the company’s bank accounts,
  • Alack of outstanding charges according to the Register of Charges,
  • Complete disposal and distribution of the assets and liabilities of the company,
  • The consent of the directors of the company to its closure, and
  • Alack of outstanding tax liabilities, among other matters.

Fulfillment of all relevant criteria will permit ACRA to proceed with the striking off of the company in question.

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Foreign owned companies should think twice before closure

If you are a foreigner with a Singapore company, you should consider keeping your Singapore company dormant and riding a tough period out because:

1. Bank accounts are getting increasingly difficult to open

If your business has been actively running with a Singapore bank account, don’t waste that. Bank accounts in Singapore are getting very difficult for foreign directors to open because of a lack of tax substance or a physical presence in Singapore.

2. Your Employment Pass is precious

You won’t know if the next time you plan on working in Singapore, whether you can attain one. This comes in lieu of tightened regulations on foreign workers making it difficult to be eligible, coupled with lower quotas of foreign work passes being issued.

Instead of closing your company, consider these 2 solutions:

1. Keep your company dormant for the time being.

Compliance cost should be minimal since taxes and financial statements are nil returns. You’ll only need to attend annual general meetings and file annual returns through your company secretary.

2. Seek employment and arrange a contracting type arrangement

Seek local employment in Singapore and suggest to have a contracting type arrangement with your company instead of having you on their payroll.

3. Look for overseas business or employment

If it is overseas employment, also suggest a contracting type arrangement with your company. Otherwise, you may use your local Singapore company to do business with overseas clients. With this structure, there might be tax benefits as well.

How and Why Companies in Singapore May Be Forcibly Closed

1. Court orders for forced closure due to business operations

The primary reason for the forced closure of a Singapore company is that of the inability to pay all of its remaining debts. However, in certain situations, court authorities may consider it to be in the best interests of everyone involved with the company if the company were to be closed down despite the company’s lack of insolvency.

Courts in Singapore may produce court orders which force the closure of a Singapore company. Such court orders may be obtained after all necessary court proceedings have been completed. After the court order has been issued to the company which is to be closed, the court might choose to select a liquidator who will oversee the closure of the company as mandated by the court. A court may also choose to have the Official Receiver carry out all tasks related to liquidation.

2. Forced closure under receivership

There is a second scenario in which a company in Singapore is to be forcibly closed. In such a scenario, the company is to be forcibly closed because doing so would be of benefit to everyone in the company who holds any of the company’s debentures. Such a situation will cause the company in question to be placed under receivership, which is another way of closing the company.

Closing a company requires much liaising between the company, creditors, government authorities and other parties in your business. Therefore, a local company secretary would be able to facilitate a smooth procedure and advise the company of proper regulations.

FAQs

Where can I get professional advice for annual compliance?2020-12-16T10:38:57+08:00

You can engage with an expert from Paul Hype Page. Paul Hype Page is a Full Practicing Member of the institute of Certified Public Accountants of Singapore (ICPAS) and also registered as a Public Accounting Firm with Accounting and Corporate Regulatory Authority (ACRA). 

My company’s financial year is not 12 months, what should I do?2020-12-16T10:38:29+08:00

If your company has an unusual financial year period (52 weeks for example), you should notify ACRA. 

Who needs to register with ACRA?2020-12-16T10:38:41+08:00

Every business owner must register his/her business with ACRA as long as he/she is conducting any activity for profit continuously unless:

  • The business is conducted under one’s full name as reflected in NRIC.
  • The business is conducted under one or more partners using their full names as reflected in their NRICs.

An individual must be 18 years old to register a business with ACRA.  

What does ACRA stand for?2020-12-16T10:36:41+08:00

ACRA stands for Accounting and Corporate Regulatory Authority of Singapore. 

What is Form C?2020-06-23T13:17:47+08:00

A company must declare its income by completing the Income Tax Form for companies. This is known as Form C and must be completed each year.

IRAS will send the first Form C to a newly incorporated company in the second year following the year of incorporation.

Thereafter, Form C for subsequent YAs will be sent to your company in March or April every year.

You may need to request for the first Form C to be sent to you earlier, that is, in the year immediately after the year of incorporation (instead of the second year following the year of incorporation) under certain circumstances.

Note that income is assessed on a preceding year basis. This means that the basis period for any YA generally refers to the financial year ending in the year preceding the YA.

Example 1

Your company is incorporated on July 1, 2007, and its financial year end is June 30.

If your company’s first set of accounts covered the period from the date of incorporation (July 1, 2007) to June 30, 2008, your accounts will be for YA 2009. You do not need to request for Form C for YA 2008.

Example 2

Your company is incorporated on July 1, 2007 and its financial year end is December 31.

If your company’s first set of accounts covered the period from the date of incorporation (July 1, 2007) to December 31, 2007, your accounts will be for YA 2008. In this case, you have to request for Form C for YA 2008.

  • Form C can be requested via the form titled “Request for Form C for Newly Incorporated Companies or Companies Granted Waiver to Submit Form C/Change of Particulars (36KB)”.
  • If a company’s first set of accounts covered the period from the date of incorporation to December 31 of a particular year, accounts will be for the YA after the December 31 which ends the period. There is no need to request for Form C for the YA before it.

Accounts for a given period are to be submitted with the Form C. Form C will be sent to a company in March or April. When filing Form C for a YA, separate tax computations must be submitted for each of two YAs if accounts cover a period of more than 12 months. Income must also be apportioned for each period, and a letter stating that tax computations for the two YAs are enclosed must be attached.

Why must Singapore have Tax exemptions on International air travel and shipping Income?2020-06-23T13:17:28+08:00

The countries to which these tax exemptions apply are heavily involved in shipping and air routes to and from Singapore. Therefore, these exemptions encourage the people of these countries to continue to engage with and conduct business activities in Singapore.

How to claim for tax exemption?2020-06-23T13:16:53+08:00

You are required to make a declaration in your income tax returns by giving the nature and amount of the foreign-sourced income that was remitted to Singapore. You are also required to complete the Declaration Form for Foreign-Sourced Income Received in Singapore From 22 Jan 2009 to 21 Jan 2010 (60KB) for submission to IRAS. Although you have to state the use of the foreign income in the declaration form, the usage of such foreign income will not affect the claim for tax exemption.

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