Quick answer
Strike off is usually suitable only when a Singapore company is inactive, has no debts, has no outstanding assets or liabilities, and is not involved in unresolved disputes. If the company still has creditors, assets, employees, GST issues, tax assessments or shareholder disagreements, winding up or further clean-up may be needed before strike-off is appropriate.
A clean strike-off file should cover ACRA status, IRAS tax position, bank balance, accounting records, statutory registers, shareholder approval and final document retention. The aim is not simply to submit a Bizfile application; it is to close the company without leaving avoidable tax, creditor or director issues behind.
- Confirm the company is inactive and debt-free before applying.
- Clear IRAS corporate tax, GST, payroll and withholding tax matters where relevant.
- Close or empty bank accounts only after final accounting review.
- Keep company records after closure in case IRAS, ACRA or stakeholders ask later.
Strike off versus winding up
ACRA distinguishes between striking off and winding up. Strike off is usually a simpler route for an inactive company that has no debts and can be removed from the register. Winding up is more appropriate where there are debts, assets to realise, creditors to deal with or formal liquidation issues. Directors should not use strike off to avoid unresolved obligations.
For a small dormant company, strike off may be efficient. For a trading company with unsettled suppliers, tax queries or shareholder disputes, first prepare a closure review. If someone objects to the strike-off application, the process can be delayed or stopped. A creditor, shareholder or other interested person may submit an objection before the company is struck off.
Eligibility review before application
Before applying, check whether the company has stopped business, has no assets and liabilities, has no outstanding charges, is not involved in legal proceedings, has no unpaid penalties and has settled tax matters. Also confirm the company is not required to keep operating because of a contract, licence, bank facility or investor commitment.
The board should record the basis for closure. If shareholders are involved, obtain clear written approval or consent according to the constitution and shareholding arrangement. If the company had multiple directors or shareholders, do not rely on informal messages only. A properly documented closure decision reduces future disputes.
Tax and accounting clean-up
IRAS matters should be checked before submitting strike off. Confirm whether the company has filed the final corporate tax return, whether ECI or Form C-S/Form C obligations remain, whether there are outstanding notices of assessment, whether GST deregistration is needed and whether withholding tax or payroll items remain. Dormant status does not automatically remove every tax step.
Prepare final accounts or at least a final accounting schedule showing bank balance, receivables, payables, share capital, director current accounts and retained earnings. If there is remaining cash, decide whether it is repayment of loans, dividend, capital return or another distribution. Each treatment has different documentation.
Practical closure checklist
- Latest ACRA business profile and company constitution.
- Board and shareholder approval for closure.
- Final bank statement and bank closure confirmation when available.
- Final accounting ledger, tax filings and IRAS correspondence.
- GST deregistration confirmation, if the company was GST-registered.
- Record of statutory registers, controller information and document archive.
What happens after submission
After the application is submitted and accepted, notices may be issued and the company may move through a gazette process before final striking off. During this period, interested parties may object. Directors should monitor correspondence and respond quickly if ACRA, IRAS, creditors or banks raise queries.
Do not assume the company is closed the moment the application is submitted. Continue preserving records, checking mail and maintaining contact details until final strike-off is confirmed. If the company receives a notice, assessment or objection during the process, resolve it before treating the matter as completed.
Records to keep after closure
Even after closure, former officers may need records for tax, banking, audit, investor or dispute purposes. Keep incorporation documents, annual returns, tax filings, financial statements, bank statements, contracts, invoices, shareholder records and strike-off correspondence. Digital archiving is useful, but the archive should be complete and accessible.
Where the company used a secretary, accountant or registered office provider, request a final transfer pack before the relationship ends. It is much harder to reconstruct old company records after service providers disengage and bank access closes.
Additional practical review
Before the board authorises strike off, directors should check whether any transaction after the proposed closure date could revive activity. Examples include bank interest, platform refunds, supplier credits, customer claims, GST adjustments or tax assessments. Even small transactions can create questions if the company has already represented that it is inactive.
It is also useful to prepare a simple final-position statement showing that the company has no assets, no liabilities, no employees, no ongoing contracts and no unresolved disputes. This statement is not a substitute for legal advice, but it gives directors and service providers a clear working file for the closure decision.
Where the company had shareholders other than the director, obtain written confirmation that they understand the closure and have no objection to the proposed strike off. This is especially useful where share capital, unpaid loans or historical dividends could later be questioned.
Frequently asked questions
Can a company with debts be struck off?
Generally, strike off is not appropriate if the company still has debts or unresolved creditor issues.
Do I need to file tax before strike off?
Usually the tax position should be cleared or reviewed before application. Outstanding IRAS matters can delay or complicate closure.
Can an interested person object to strike off?
Yes. ACRA provides a process for interested persons to object before the entity is struck off.
Should the bank account be closed first?
Only after final accounting and distribution review. Closing the bank account too early can make records harder to verify.
Can ProSec help with dormant company strike off?
Yes. We can review eligibility, prepare closure documents, check tax and accounting items and coordinate the ACRA application.
Official sources
These official pages support the regulatory points in this guide. Always check the current ACRA, IRAS or relevant official page and the company’s own documents before acting.
- ACRA: Striking off a local companyOfficial reference used for this guide.
- ACRA: Closing a local companyOfficial reference used for this guide.
- IRAS: Basic guide to Corporate Income Tax for companiesOfficial reference used for this guide.
- IRAS: Corporate record keeping requirementsOfficial reference used for this guide.
- ACRA: Annual Return deadline requirementsOfficial reference used for this guide.
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Written and reviewed by Martin, CA Singapore
Martin is the founder of ProSec Pte. Ltd. and a Chartered Accountant of Singapore. He reviews ProSec guides for practical consistency with Singapore company, accounting and tax requirements.
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