Deregistration of Singapore Incorporated Company
Please be advised that a Singapore Incorporated Company could be dissolved through two possible avenues:
For a company active in its business activities and having assets and liabilities, a company may decide to wind up its affairs voluntarily by way of Members’ Voluntary Liquidation (“MVL”), if the directors are of the opinion that the company will be able to pay its debts within 12 months after the commencement of the winding up. Liquidation process involves more complex procedure which should be handled by the liquidator appointed by the directors. Liquidation process involves convening of physical meetings; place of advertisement with local newspaper(s), notification to local authorities within stipulated timeframe. The liquidation process usually take 1 year and the fee is in the region of S$3,000 to S$8,000.
We regret to inform that our partner company does not provide liquidation services, however they can introduce an approved liquidator should the Company decided to dissolve via liquidation.
(b) Striking Off
The other way to deregister the Company is through applying Striking-Off pursuant to Section 344 of the Companies Act, Cap 50, if the Company is able to satisfy all the following criteria:
- The Company must have ceased trading;
- The Company must have no assets (including bank accounts) & liabilities when the application is made;
- The Company’s officers have no outstanding summonses or composition fines issued by ACRA or Warrant of Arrest issued by the Court;
- The Company has no outstanding penalties or offers of composition fine owing to ACRA;
- The Company has no outstanding tax liabilities owing to Inland Revenue Authority of Singapore and is not indebted to any other government department;
- The Company has no outstanding charges in the Register of Charges;
- The Company is not involved or threatened with legal proceedings within or outside Singapore;
- The directors have obtained the written consent of all shareholders to strike the name of the Company off the register; and
- The Company has no contingent assets and liabilities (i.e. assets / liabilities that may arise in the future).
The ACRA may exercise their discretion to strike off a company from the register of companies where ACRA has reasonable cause to believe that the company is not carrying on business or is not in operation, pursuant to Section 344 of the Singapore Companies Act, Cap. 50.
The company must have a “clean and zerolised” balance-sheet before the ACRA’s discretion can be invoked. This option is normally taken by dormant companies to cease their existence. The company will have to wind down its business operation and have all its debts and liabilities including any contingent liabilities discharged (or transferred or waived) supported by proof thereof before making the application to have its name struck off the ACRA’s register. The company must also be in full compliance with all legal requirements. In order for the company to be eligible to apply for a strike off, the audited/unaudited financial statements and Annual Returns must be brought up to date. All outstanding invoices must also be paid up. However, please be advised that any person aggrieved by the striking off can apply to the court to order the company’s name to be restored to the register within the next 6 years after the company has been deregistered. The company will be deemed to have continued in existence, so that such party’s rights can be addressed.
The entire striking off process would take approximately 4 months. The professional fee for striking off exercise is S$1,000 excluding disbursements.