Section 344 of the Singapore Companies Act, Cap. 50 (the “Act”) empowers the Registrar of Companies to strike a company off the Register if the Registrar has reasonable cause to believe that a company is not carrying on business and the company is able to satisfy the criteria for striking off. Companies which have ceased trading can apply for striking off provided they are able to meet the criteria for striking off.
2. Striking off Criteria
(1) The company must have ceased trading or not commenced business from the date of incorporation.
(2) The company must not have any outstanding tax liabilities with IRAS. ACRA does not require the company to produce a tax clearance letter from IRAS. Please refer to IRAS website at www.iras.gov.sg for a checklist on things to do before applying for striking-off.
(3) The company must not be indebted to any other government agency.
(4) The company must not have any outstanding charges in the company’s charge register.
(5) The company must not be involved in any court proceedings (within or outside Singapore).
(6) The director(s) must obtain the written consent of most of the shareholders.
(7) The company must not have any current/contingent assets and liabilities.
(8) The accounts attached must be drawn up till the date of cessation indicated in the application (if any).
(9) Company Limited by Guarantee must submit the last set of audited accounts.
3. Other requirements to fulfill before striking off a company
(1) Company has been dormant since incorporation
The applicant is required to submit a covering letter stating that the company had: –
(a) No business transaction since incorporation
(b) Not opened a bank accounts or the bank account has been closed
(c) Not held an AGM or the first AGM to be held within 18 months from the date of incorporation is not due
(2) Company has submitted its last audited accounts before 15/05/2003
The financial accounts should be unqualified and should have no assets and liabilities. However, if the accounts are: –
(a) Qualified with no assets and liabilities, applicant is required to submit a letter of undertaking from the respective auditor to remove its qualification.
(b) Unqualified with assets and liabilities, applicant has to submit documentary evidence for the disposal or settlement of assets and liabilities.
(3) Company has submitted its last unaudited accounts after 15/05/2003
The financial accounts should have no assets and liabilities. However, if the accounts consist of assets and liabilities, applicant has to submit documentary evidence for the disposal or settlement of assets and liabilities. The accounts have to be certified by the directors.
4. Processing the Application
(1) ACRA will process the application within 5 working days. Once the application is approved, ACRA will send a striking-off notice to the company’s registered office address, its officers (directors and company secretary) at their residential address and to IRAS.
(2) After a 1-month period, if no objection is received, ACRA will publish the name of the company in the Government Gazette. This is known as the First Gazette Notification.
(3) After a 3-month period from the First Gazette Notification, if there is no objection, ACRA will publish the name of the company in the Government Gazette and the name of the company will be struck off the register. The date that the company is struck off will be stated. This is known as the Final Gazette Notification.
(4) The entire process will take at least 5 months.
5. Objections to Striking Off
Any interested person can submit an objection to the striking off. The objection has to be lodged online via www.bizfile.gov.sg together with a fee of SGD10. ACRA will withhold the striking off and advise the company to clear the outstanding debt within 2 months from the date of the objection.
If the company can resolve the matter within the 2 months, the person who objects to the striking off application must login to BizFile to clear the objection before ACRA can proceed the striking off application. There is no fee required for this transaction.
If the company is unable to resolve the matter within the 2 months, the striking off application will lapse. The company will have to submit a fresh striking off application if it still wishes to be struck off the register.
Any interested person who suspects that a company (i.e. debtor) intends to apply for striking off may lodge a Notice of Intention to Lodge Objection to Future Striking Off Application via www.bizfile.gov.sg. The fee payable is $10, and the objection will be valid for one year. If the company applies for striking off, ACRA will notify the objector via email and he can then submit an online objection to the striking off.
6. Withdrawal of Application for Striking Off
A company can write in to ACRA to apply for withdrawal of the application for striking off before the company is struck off from the register. The reason(s) for withdrawal should be clearly stated in the letter. The fee for the withdrawal of the application is SGD30.