Close a Business

Close a Business

Business

A sole-proprietor / partner may notify ACRA that the business is no longer in operation “Cessation of Business” .
If the sole-proprietor or the partnership is GST registered, the business owner also has to apply for cancellation of GST registration with IRAS.
Business owners or authorised representatives must ensure that they enter the correct information in the “Cessation of Business” as the business will be ceased immediately after the application is submitted.

Local Company

You may wish to close the company for various reasons. One of the options available is to strike off the name of the company from the register.

As a director, you may apply to ACRA to strike off the company’s name from the register. ACRA may approve the application if there is reasonable cause to believe that the company is not carrying on business, and the company is able to satisfy the following criteria for striking off.

  • The company has not commenced business since incorporation or has ceased trading.
  • The company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future.
  • The majority of the shareholder(s) has/have provided written consent to the striking off application.
  • All the director(s) agree and consent to the striking off application.
  • 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 Inland Revenue Authority of Singapore (IRAS).
  • The company has no outstanding employers’ Central Provident Fund (CPF) contributions owing to the CPF 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 legal proceedings (within or outside Singapore).

If the company has submitted its last audited accounts, the accounts should have no assets and liabilities. However, if the accounts show that the company has assets and liabilities, the applicant must submit documentary evidence to show that the assets have been disposed off and that the liabilities have been settled or waived.

NOTE: Please ensure that there is no outstanding tax credit owing to the company before applying for striking off. When the company is dissolved, any tax credit due to the company will be paid over to the Insolvency and Public Trustee’s Office (IPTO). The shareholders of the defunct company may approach IPTO if they wish to claim the tax credit.
If the company is GST registered and is no longer carrying on a business, it has to apply for cancellation of GST registration with IRAS.

The other way is to wind up the company and there are a few types of winding up.

  1.  Members’ Voluntary Winding up
  2.  Creditors’ Voluntary Winding up
  3.  Compulsory Winding up

Foreign Company

A foreign branch has to cease its operations in Singapore if its Head Office has been dissolved or is in liquidation. The authorised representative of the foreign branch is required to lodge a “Notice by Authorised Representative of Foreign Company of Liquidation or Dissolution of Company”.

The foreign company may also apply to ACRA for striking off if it is able to satisfy the following criteria for striking off:

  • The sole authorized representative is unable to resign because the company has not appointed a replacement within 12 months after the lodgement of a notice under section 370(3);
  •  The authorized representative has received no instructions from the company within 12 months after a the date the written request has been made as to whether the company intends to continue its operations in Singapore.
  • The foreign company has no authorized representative (can be filed only by registered filing agent).