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In Singapore, businesses can be closed either through striking off or winding up. All Singapore company liquidations must receive approval from ACRA.

 

What is striking off?

Striking off is closing a company that is not actively in business and does not have any assets or liabilities. Striking off does not absolve the company’s officers and members of their liabilities if these liabilities had not been completely discharged. Striking off a company’s name from the register simply means de-registering the company from the Register of Companies. The eventual outcome is that the company will be dissolved.

What criteria must be satisfied for Striking off a company?

The Registrar can allow the striking off a company on such grounds and subject to such conditions as may be prescribed. They are:

  • The company has not commenced business since incorporation or has ceased trading.
  • The company has no assets and liabilities (current/future).
  • The company’s accounts should have no assets and liabilities.
  • If there are assets and liabilities, the applicant must submit documentary evidence to show that the assets have been disposed of and that the liabilities have been settled or waived. For example, any debts owed to the company should be collected and any debts owed by the company should be repaid. All remaining assets (after the sale of any assets to repay debts) should also be reclaimed by the company’s shareholders. For more information on how to settle the assets and liabilities of a company being closed, refer to our article on closing a Singapore business.
  • The directors have obtained the written consent of most of the shareholders.
  • The company has submitted the last set of audited accounts (only for a public company limited by guarantee) OR the latest unaudited balance sheet (for all other companies).
  • The company has no outstanding tax liabilities with IRAS (Inland Revenue Authority of Singapore).
  • The company has no outstanding employers’ CPF contributions owing to the Central Provident Fund Board.
  • The company has no outstanding debts owed to any other government agency.
  • There are no outstanding charges in the charge register.
  • The company is not involved in any court proceedings (within or outside Singapore).

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Procedure to Strike off a company

(Service by Paul Hype Page Corporate Specialist)

  1. Close the bank account
  2. Prepare the accounts to the last day of the company’s operating day
  3. Report the tax to the last day of the company’s operating day

*Duration 4 to 6 months for the closing down of a company process to be completed via ACRA confirmation.

Under the provisions in section 344 of the Singapore Companies Act, Directors must wind up an insolvent company. Singapore companies must abide by the dictates issued by the Accounting and Corporate Regulatory Authority (ACRA).

ACRA would only approve the striking off application if the company can satisfy the criteria for striking off:

  • MUST NOT Be carrying on business; and
  • MUST NOT Have any existing or future assets and liabilities.

If your company is insolvent, you will not be able to apply for it to be struck off the register. Your company will have to go for winding up instead.

Given the issues and complexity involved, it is best to engage Paul Hype Page professional services experts to guide you through the strike-off process and handle all matters regarding to closing down a Singapore company.

Liquidation | Strike off Company FAQs

If liquidation happens, what assets can be liquidated?2021-02-03T15:37:26+08:00

Generally, anything of value (assets that can be sold off to repay creditors) can be liquidated. Some assets that can be liquidated are real estate, machinery, equipment, vehicles, and financial investments.

I want to close my business. Do I need to secure the consent of my partners?2021-02-03T15:36:51+08:00

For termination, you need the consent of all the partners. For the cessation of business, no such consent is required.

How do I close my business?2021-02-03T15:36:41+08:00

If you no longer intend to continue with your business and have decided to close it, there are 2 ways in which you can close the business; you may choose to file a Notice of Termination or a Notice of Cessation. Terminating a business and submitting a notice of cessation are not the same, the differences are stated below:

1. When you file the notice of termination online, you must pay a filing fee of $20. However, there is no fee payable for filing the notice of cessation.

2. Termination requires the endorsement (consent) of all the partners, but cessation can be filed by any one partner.

3. The date of termination can be decided by the owners and it must be a date before the date of expiry of the business registration. However, the date of cessation is the date of expiry of the business registration and cannot be changed to another date. If you can wait until the expiry of the business registration and then close the business, we would advise you to submit a notice of cessation. However, if for any reason, you need to close the business immediately, then you will have to submit the notice of termination online and pay the filing fee of $20.

My business has been cancelled. How can I revive it?2021-02-03T15:37:01+08:00

The business registration has been cancelled and the Registrar is unable to reinstate the business as there is no provision in the Business Registration Act empowering the Registrar to do so. You may choose to register a new business using the same name. The fee payable is $65.

On the other hand, you may choose to submit an appeal to the Minister of Finance through ACRA for the reinstatement of the business registration. You will have to send your appeal in writing (setting out the grounds for the appeal) and pay an appeal fee of $50 via cheque made payable to ACRA. This letter is to be addressed to the Registrar, ACRA.

2021-02-03T15:41:23+08:00December 16, 2014|Comments Off on Liquidation | Strike off Company
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