Striking off is closing a company which are not actively in business and do 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 of the company’s name 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 the majority 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.
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).
Procedure to Strike off a company
(Service by PHP Corporate Specialist)
1) Close the bank account
2) Prepare the accounts to the last day of company’s operating day
3) Report the tax to the last day of company’s operating day
*Duration 4 to 6 mths 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, it is the duty of Directors to wind up an insolvent company. Singapore companies must abide by the dictates issued by Accounting and Corporate Regulatory Authority (ACRA).
ACRA would only approve the striking off application if the company is able to 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 in regards to closing down a Singapore company.