Closing a Singapore company is not simply a matter of stopping trade and walking away. The company remains on ACRA’s register — and liable for annual returns, tax filings and penalties — until it is formally struck off or wound up. This guide compares the two routes a solvent company can take, sets out the criteria and timelines, and lists the tax and GST steps you must finish before you apply.

Two ways to close a Singapore company: strike-off vs winding up

A solvent Singapore company can close in one of two ways: voluntary strike-off, the fast and free route for dormant or empty companies, or members’ voluntary winding up, a formal liquidation used when the company still holds assets or liabilities to deal with. Strike-off removes an inactive shell from the register; winding up appoints a liquidator to realise assets, settle everything and distribute any surplus to shareholders.

Insolvent companies — those unable to pay their debts in full — cannot use either of these routes. They follow a creditors’ voluntary winding up or a compulsory (court-ordered) winding up instead, which is beyond the scope of this guide. If your company is solvent and dormant, strike-off is almost always the sensible choice.

Strike-off under Section 344: does your company qualify?

ACRA may strike a company off the register under section 344 of the Companies Act 1967 where it has reasonable cause to believe the company is not carrying on business or is not in operation; a company that meets all the criteria may also apply to be struck off voluntarily. Every condition below must be satisfied at the date of application:

• The company has ceased trading, or never commenced business.
• It has no assets and no liabilities — including contingent liabilities.
• It has no outstanding debts or issues with any government agency, such as IRAS or the CPF Board.
• It has no charges in the charge register.
• It is not a party to any legal proceedings, whether in or outside Singapore.
• It is not subject to any regulatory action or disciplinary proceedings.

If the company still holds a bank balance, fixed assets, receivables or unpaid loans, it does not qualify. Those must be cleared — or the company wound up — first.

How to apply to strike off (Bizfile, director endorsement, fees)

You apply to strike off through Bizfile using Corppass, and there is no ACRA fee — the application is free. It can be filed by a company officer or by an engaged corporate service provider, and no supporting documents are required at the point of filing.

The endorsement rule depends on who files. If a company officer submits the application, all or the majority of directors must endorse it within 14 days, or the application lapses. Endorsement is not required when a registered CSP files on the company’s behalf, which is one reason many firms hand the exercise to their corporate secretary services to run end to end.

Strike-off timeline: gazette notifications and the objection window

Once ACRA approves the application, the strike-off itself takes at least three months, and typically around four. ACRA publishes the company’s name in the First Gazette Notification within 30 days, then a 60-day objection window runs during which interested parties can object. If no objection is accepted, ACRA publishes the Final Gazette Notification and the company is struck off and dissolved.

Crucially, this ACRA clock only starts after your tax affairs are finalised with IRAS. For most companies with straightforward affairs (roughly 80%), IRAS completes assessments by the second month; for complex cases (roughly 20%), assessments can take up to six months. Treat the tax stage and the ACRA stage as two sequential phases — the full exercise from decision to dissolution commonly runs four to six months.

Members’ voluntary winding up: when a solvent company must liquidate

Members’ voluntary winding up (MVL) is the route for a solvent company that cannot simply be struck off — typically because it still holds assets, has retained earnings to distribute, or has liabilities that must be formally settled. Unlike strike-off, MVL is a court-free but liquidator-led process that produces a clean, documented distribution of the company’s remaining value to shareholders.

MVL is generally slower and more expensive than strike-off because a licensed liquidator must be appointed and paid. It is worth it, however, when the company’s affairs are too substantial for the “no assets, no liabilities” strike-off test, or when directors want the certainty of a liquidator’s formal sign-off.

Inside the MVL process: declaration of solvency, liquidator, dissolution

An MVL runs on a fixed sequence of statutory steps under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA). The directors first file a Declaration of Solvency with ACRA, stating that the company can pay its debts in full within 12 months of the commencement of winding up. Members then pass a special resolution (a 75% majority) to wind up at an extraordinary general meeting held within five weeks of that declaration.

A licensed liquidator is appointed to realise the company’s assets, settle its liabilities and distribute any surplus to members. When the winding up is complete, the liquidator holds the final meeting and lodges the return of that meeting with ACRA. The company is then dissolved three months later.

Strike-off vs members’ voluntary winding up: comparison table

The right route depends on whether the company is a clean dormant shell or still has value on its books. In short: use strike-off when there is nothing left to deal with, and MVL when there is.

Dormancy: a lower-cost alternative to closing

If you may want to reactivate the company later, keeping it dormant can be cheaper than closing and re-incorporating. A company is dormant for tax purposes if it carried on no business and had no income for the whole financial year. It must still file Form C-S/C unless IRAS grants a waiver — and the waiver requires that the final return up to cessation has been filed and that the company holds no income-producing investments.

Dormancy is not a walk-away option: the company still exists, so ACRA annual filing obligations continue and directors remain on the hook. If the company later recommences business or receives income, it must notify IRAS within one month. For most owners with no plans to revive the entity, closing outright is cleaner — but review your ongoing annual return and AGM deadlines either way.

Pre-closure checklist: final accounts, tax, GST and bank account

Before you can apply to strike off, four things must be tidied up: final accounts, corporate tax, GST and the company bank account. Work through them in order:

• Final accounts and corporate tax. Prepare financial statements and a tax computation up to the date of business cessation, and file Form C-S, Form C-S (Lite) or Form C. From 1 August 2026, this must be done through the new “Apply for Waiver/File last Form C-S/C (Dormant/Striking Off)” digital service. Settle all outstanding tax.
• Show no outstanding tax. IRAS does not issue a tax clearance letter for strike-off. Instead, retrieve your latest Notice of Assessment and Statement of Account from myTax Portal to show there is no tax outstanding. If IRAS objects to your ACRA application, the tax matter must be resolved within two months or the strike-off lapses.
• Cancel GST registration. If GST-registered, apply to cancel within 30 days of ceasing taxable supplies. IRAS issues a final return (GST F8) covering GST up to the last day of registration, including output tax on business assets held on that day where their total value exceeds S$10,000 and input tax was previously claimed. See cancelling your GST registration for the mechanics.
• Close the bank account. Empty and close the corporate bank account so the company has no assets. Note that closure is at the bank’s discretion, on its own timeline and subject to its own fees — confirm the process with your bank directly.

Restoration risk: can a closed company come back?

Yes — a struck-off company can be restored to the register within six years by obtaining a court order. This matters in two directions. If a creditor or other interested party later discovers an unsettled claim, they can apply to restore the company and pursue it, which is precisely why the “no liabilities” test is strict. And if you struck off in error, the same six-year window gives you a path back.

The practical lesson is to close cleanly. Ensure every liability, tax matter and contingent claim is genuinely resolved before you file, so the strike-off is final in substance as well as on paper.

How Asprin handles your strike-off

Asprin runs strike-offs as part of our corporate secretarial service. As an ACRA-registered corporate service provider, we can file the strike-off application on your company’s behalf — which removes the 14-day director-endorsement requirement — and manage the tax and GST finalisation that has to happen first.

A named specialist reviews your case and quotes a fixed fee, with a same business day response. Corporate secretarial retainers start at S$299 (Lite), with Standard at S$499 and Premier at S$1,250, and we scope closure work clearly up front so there are no surprises. Reach us at +65 8146 3188 or hello@asprin.sg.

Sources and further reading

• ACRA — Striking off a local company
• ACRA — Winding up a local company
• IRAS — Companies applying for strike off / to cease registration
• IRAS — Cancelling GST registration
• IRAS — Dormant companies
• Asprin — Corporate secretary services in Singapore
• Asprin — ACRA annual return guide