Dormant Company Declaration (Singapore)
DORMANT COMPANY DECLARATION
Section 205B, Companies Act (Cap. 50)
[Company Name] (UEN: [Company UEN])
[Company Address]
Date: [Declaration Date]
WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS
The following resolution was passed by the Board of Directors of [Company Name] (UEN: [Company UEN]) ("the Company"), incorporated in Singapore on [Incorporation Date], by way of written resolution pursuant to the Company's constitution:
IT IS RESOLVED THAT:
1. DORMANCY DECLARATION
1.1 The Company hereby declares that it has been dormant from [FY Start] to [FY End] ("the Financial Year") for the purposes of section 205B of the Companies Act (Cap. 50).
1.2 The Board confirms that during the Financial Year, the Company had no accounting transactions, other than: [Exception Items]
1.3 The Board confirms that the Company is not a listed company, does not have shares deposited with the Central Depository (Pte) Limited (CDP), and is otherwise eligible to declare dormancy under s.205B of the Companies Act.
2. AUDIT EXEMPTION
2.1 Pursuant to the dormancy declaration above, the Company is exempt from the requirement to have its financial statements audited for the Financial Year under s.205B(2) of the Companies Act.
2.2 The Company will file its Annual Return with ACRA and prepare directors' statements as required, but will not be required to attach audited financial statements for the Financial Year.
3. ONGOING OBLIGATIONS
3.1 The Company remains obliged to: (a) maintain its registered office; (b) file its Annual Return with ACRA within the statutory deadline; (c) hold an Annual General Meeting (or dispense with it if all members agree); and (d) notify ACRA of any changes to its particulars.
3.2 If the Company resumes trading or has any accounting transactions in a subsequent financial year, it must cease to be treated as dormant and comply with all applicable accounting and audit requirements from that year.
Signed by the Directors of [Company Name] on [Declaration Date]:
[Director 1 Name] (Director)
Signature: _________________________ Date: _________________________
[Director 2 Name] (Director)
Signature: _________________________ Date: _________________________
Director 1
________________
Signature
Director 2
________________
Signature
What Is a Dormant Company Declaration (Singapore)?
A Dormant Company Declaration in Singapore is a formal resolution by the board of directors of a company registered with the Accounting and Corporate Regulatory Authority (ACRA) confirming that the company has not engaged in any accounting transactions during a specified financial year and qualifies for dormant company status under Section 205B of the Companies Act 1967 (Cap. 50). ACRA, established under the Accounting and Corporate Regulatory Authority Act (Cap. 2A), is the national regulator responsible for business entity registration, corporate compliance, and public accountant oversight in Singapore.
Section 205B of the Companies Act defines a dormant company as one that has had no accounting transactions during the relevant period. An accounting transaction is any transaction that is required to be recorded in the company's accounting records under Section 199 of the Companies Act, but excludes transactions arising from: the filing of annual returns with ACRA; payment of fees to ACRA, the company secretary, or the company's registered office provider; payment of penalties or late filing fees to ACRA; and the subscription for shares by initial subscribers at incorporation. The definition is deliberately narrow — even a single bank charge or interest payment constitutes an accounting transaction that disqualifies the company from dormant status.
The primary benefit of dormant company status is exemption from the statutory audit requirement. Under Section 205C of the Companies Act, a dormant company that is also a small company (meeting at least two of three criteria: annual revenue not exceeding S$10 million, total assets not exceeding S$10 million, and not more than 50 employees) is exempt from appointing an auditor. The Singapore Standard on Auditing (SSA) issued by the Institute of Singapore Chartered Accountants (ISCA) does not require dormant companies to engage auditors, reducing compliance costs significantly for companies that have temporarily ceased business.
Dormant companies retain their obligation to file annual returns with ACRA under Section 197 of the Companies Act. The annual return must be filed within 30 days of the company's annual general meeting (AGM) for non-exempt private companies, or within 5 months of the financial year end for companies exempt from holding AGMs under Section 175A. Late filing attracts penalties imposed by ACRA — composition fines starting at S$300 and increasing with delay, or prosecution for persistent non-compliance.
The Inland Revenue Authority of Singapore (IRAS) treats dormant companies separately for tax purposes. A dormant company must still file its annual tax return (Form C-S or Form C) with IRAS unless it has obtained a waiver from filing under IRAS's administrative concession for dormant companies. Companies that have been dormant for the entire basis period and have no income, deductions, or tax losses to report may apply to IRAS for a waiver from filing tax returns, but the waiver is discretionary and must be renewed periodically.
Section 201 of the Companies Act requires every company to prepare financial statements for each financial year, but dormant companies may prepare simplified accounts showing nil transactions. Section 197 mandates the filing of annual returns with ACRA regardless of dormant status. The Singapore Exchange Securities Trading Limited (SGX-ST) listing rules impose additional disclosure obligations on listed dormant companies, requiring immediate announcement of any change in dormant status to the market.
When Do You Need a Dormant Company Declaration (Singapore)?
A Dormant Company Declaration is needed whenever the directors of a Singapore company registered with ACRA wish to formally record that the company has had no accounting transactions during a financial year and to claim the benefits associated with dormant status under Section 205B of the Companies Act 1967 (Cap. 50).
Companies that have temporarily suspended business operations — whether due to market conditions, restructuring, or the directors' decision to hold the company in reserve for future use — should pass a board resolution declaring dormancy at the end of each financial year in which no accounting transactions occurred. The declaration creates a contemporaneous record that the company satisfied the dormancy criteria during the relevant period, which is important for demonstrating compliance to ACRA during inspections and to IRAS during tax audits.
Companies seeking audit exemption under Section 205C of the Companies Act must be able to demonstrate dormant company status. Small dormant companies that meet the criteria are exempt from appointing an auditor, saving the annual audit fee (which can range from S$2,000 to S$15,000 depending on the complexity of the company's historical affairs). The board resolution declaring dormancy provides the documentary basis for claiming this exemption.
Companies applying to IRAS for a waiver from filing annual tax returns need evidence of dormancy. IRAS requires companies to confirm that they have not carried on any business or derived any income during the relevant basis period. A board resolution declaring dormancy for the financial year supports the waiver application.
Companies considering striking off under Section 344 of the Companies Act should first declare dormancy for the relevant period. ACRA's striking off procedure requires confirmation that the company has ceased trading and has no outstanding liabilities. A dormancy declaration for the most recent financial year forms part of the documentary trail supporting the Striking Off Application filed with ACRA. Related documents include a Board Resolution (Singapore) authorising the dormancy declaration and a Shareholders Resolution (Singapore) if shareholder approval is required under the company's constitution.
Companies maintaining good standing for future reactivation benefit from annual dormancy declarations. Singapore's Company Constitution typically requires directors to present accounts at each AGM. A dormancy declaration, accompanied by simplified accounts showing nil transactions, satisfies this obligation and demonstrates that the directors have properly discharged their duties under Section 157 of the Companies Act.
What to Include in Your Dormant Company Declaration (Singapore)
A Dormant Company Declaration for a Singapore company must contain the following elements to satisfy the requirements of the Companies Act 1967 (Cap. 50), ACRA filing obligations, and IRAS tax compliance.
Company identification requires the company's full registered name as recorded with ACRA, the Unique Entity Number (UEN), the registered office address, and the date of incorporation. The UEN is the universal identifier used by all Singapore government agencies — ACRA, IRAS, MAS, and the Singapore courts — and must be accurately stated.
Financial year specification must state the financial year to which the dormancy declaration relates, including the start and end dates. The financial year end is determined by the company's constitution or, in the absence of a specific provision, by the directors' resolution under Section 201 of the Companies Act. ACRA's records must reflect the correct financial year end, and any change to the financial year end must be notified to ACRA.
Dormancy confirmation is the operative declaration. The directors confirm that the company has not entered into any accounting transactions (as defined in Section 205B of the Companies Act) during the specified financial year, other than the excluded transactions (ACRA fees, registered office fees, company secretary fees, and late filing penalties). The declaration should enumerate the specific excluded transactions that did occur, if any, to demonstrate that the directors have applied the statutory definition correctly.
Board resolution must record the formal resolution passed by the board of directors at a duly convened board meeting (or by written resolution in accordance with the company's constitution and Section 184A of the Companies Act). The resolution should state: the date of the meeting or written resolution; the names of all directors present (or all directors signing the written resolution, as applicable); the quorum requirement under the company's constitution; and the text of the resolution declaring the company dormant for the specified financial year.
Audit exemption claim (if applicable) should state that the company qualifies as a small company under Section 205C(2) of the Companies Act (meeting at least two of the three size criteria) and as a dormant company under Section 205B, and that the directors have resolved not to appoint an auditor for the relevant financial year. The resolution should note that the exemption is subject to annual review and that the company must appoint an auditor for any financial year in which it ceases to be dormant or ceases to qualify as a small company.
Filing obligations acknowledgment should confirm that despite the company's dormant status, the directors remain obligated to: file the annual return with ACRA within the prescribed timeline; file the annual tax return with IRAS (unless a waiver has been obtained); maintain the company's registered office and registered agent; and hold an AGM within the prescribed timeline (unless the company qualifies for exemption under Section 175A). The forms-legal.com template includes all mandatory filing obligation reminders specific to dormant Singapore companies.
Directors' signatures of all directors passing the resolution, with their full names and NRIC or passport numbers. Under Section 157 of the Companies Act, directors have a statutory duty to act honestly and use reasonable diligence in the discharge of their duties, and signing a dormancy declaration that is false or misleading may expose directors to personal liability.
Company secretary certification by the company secretary confirming that the resolution was duly passed in accordance with the company's constitution and the Companies Act. The company secretary's name, professional qualifications, and date of certification should be included.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Dormant Company Declaration (Singapore) (Singapore) [Legal document template]. Forms Legal. https://forms-legal.com/singapore/business/corporate/dormant-company-declaration-singapore
"Dormant Company Declaration (Singapore) (Singapore)." Forms Legal, 2026, https://forms-legal.com/singapore/business/corporate/dormant-company-declaration-singapore.
@misc{formslegal-dormant-company-declaration-singapore,
author = {{Forms Legal}},
title = {Dormant Company Declaration (Singapore) (Singapore)},
year = {2026},
howpublished = {\url{https://forms-legal.com/singapore/business/corporate/dormant-company-declaration-singapore}},
note = {Free legal document template. Based on Companies Act 1967 (Cap. 50)}
}
Frequently Asked Questions
A company qualifies as dormant under Section 205B of the Companies Act 1967 (Cap. 50) if it has had no accounting transactions during the relevant period. An accounting transaction is any transaction that must be recorded in the company's accounting records under Section 199 of the Companies Act.
The definition excludes certain administrative transactions that a dormant company may still incur: payment of ACRA filing fees and late filing penalties; payment of fees to the company secretary; payment of fees for the registered office; and the initial subscription for shares by the company's subscribers at incorporation. These excluded transactions do not disqualify the company from dormant status.
However, the threshold is strict. Any of the following will constitute an accounting transaction that disqualifies the company: receiving bank interest on a corporate bank account; incurring bank charges or fees; making or receiving any payment other than the excluded administrative fees; entering into any commercial contract; issuing invoices; receiving income of any kind; or acquiring or disposing of any asset. Even a single S$1 bank charge during the financial year prevents the company from claiming dormant status for that year.
Companies that wish to remain dormant should consider closing their corporate bank account or requesting the bank to waive all charges and interest, to avoid inadvertently losing dormant status through routine bank transactions.
A dormant company must continue to file annual returns with ACRA under Section 197 of the Companies Act 1967 (Cap. 50). Dormant status does not exempt a company from any of ACRA's annual filing requirements.
The annual return must be filed via ACRA's BizFile+ portal within 30 days of the company's AGM (for companies required to hold an AGM) or within 5 months of the financial year end (for companies exempt from holding an AGM under Section 175A). The annual return includes information about the company's directors, secretary, shareholders, registered office, and share capital.
Dormant companies that qualify as exempt private companies (not more than 20 members, none of whom is a corporation) and small companies may be exempt from holding an AGM under Section 175A, in which case the annual return filing deadline is tied to the financial year end rather than the AGM date.
Late filing of annual returns attracts composition fines imposed by ACRA. The fine starts at S$300 and increases progressively — reaching S$600 after 3 months of delay. Persistent failure to file may result in prosecution by ACRA and, ultimately, the company being struck off the register under Section 344 of the Companies Act. Directors of companies that fail to file annual returns may be personally liable for composition fines and may face disqualification from acting as directors.
A dormant company is generally required to file its annual corporate tax return (Form C-S or Form C) with the Inland Revenue Authority of Singapore (IRAS) under Section 92 of the Income Tax Act 1947 (Cap. 134), even if it has no income to report. However, IRAS provides an administrative concession allowing dormant companies to apply for a waiver from filing tax returns.
To qualify for the waiver, the company must confirm to IRAS that: it has not commenced business or has ceased business entirely; it has not derived any income (including bank interest) during the relevant basis period; it has no outstanding tax liabilities; and it does not expect to recommence business in the near term. The waiver application is submitted to IRAS through the myTax Portal or by letter.
If the waiver is granted, IRAS will not issue a Notice of Assessment (NOA) or require the company to file Form C-S/Form C for the waived years. However, the waiver is not permanent — IRAS typically reviews it every 2-3 years, and the company must notify IRAS immediately if it recommences business or derives any income.
Companies that do not obtain a waiver must file a nil tax return by the filing deadline (30 November of the year following the relevant Year of Assessment). Late filing attracts penalties — IRAS may issue an estimated Notice of Assessment and impose a 5% late payment penalty on any estimated tax assessed.
A dormant company that qualifies as a small company under the Companies Act 1967 (Cap. 50) is exempt from appointing an auditor. Section 205C provides that a company is exempt from the audit requirement for a financial year if it is dormant throughout that financial year and satisfies the small company criteria under Section 205C(2).
The small company criteria require the company to meet at least two of the following three conditions for each of the two immediately preceding financial years (or, for newly incorporated companies, for the relevant financial year): annual revenue not exceeding S$10 million; total assets not exceeding S$10 million; and number of employees not exceeding 50.
A dormant company with no revenue, minimal assets (typically only share capital), and no employees will satisfy all three criteria and will qualify for audit exemption. The directors must pass a resolution confirming that the company qualifies as a dormant company under Section 205B and as a small company under Section 205C, and that no auditor will be appointed for the relevant financial year.
The exemption is annual — the directors must assess eligibility for each financial year separately. If the company ceases to be dormant (by entering into any accounting transaction other than the excluded administrative transactions) or ceases to meet the small company criteria, it must appoint an auditor for that financial year. The Institute of Singapore Chartered Accountants (ISCA) publishes guidance on audit exemption eligibility that directors should consult.
A company that wrongly claims dormant status — by declaring dormancy when accounting transactions occurred during the financial year — faces several consequences under Singapore law. If the company relied on dormant status to claim audit exemption under Section 205C of the Companies Act 1967 (Cap. 50), the exemption is invalid for that financial year. ACRA may require the company to retrospectively appoint an auditor and file audited accounts for the relevant financial year. The costs of a retrospective audit — which may include reconstructing accounting records and engaging auditors on an urgent basis — are typically significantly higher than the cost of a timely annual audit. Directors who signed a dormancy declaration knowing it to be false may face personal liability under Section 157 of the Companies Act (duty to act honestly) and Section 401 of the Companies Act (furnishing false statements to ACRA). Penalties under Section 401 include fines up to S$50,000 or imprisonment for up to 2 years, or both. If IRAS granted a tax filing waiver based on the company's representation that it was dormant, and the company in fact derived income during the waived period, the company faces additional tax assessments, penalties for late filing (typically 5% of assessed tax), and potential penalties for making false declarations to IRAS under Section 96 of the Income Tax Act 1947 (Cap. 134) — which carries penalties of up to 200% of the tax undercharged.
Reactivating a dormant Singapore company and resuming business operations involves several regulatory steps across ACRA, IRAS, and other government agencies. The board of directors must first pass a resolution to recommence business, specifying the date of reactivation and the nature of the business to be carried on. The company's constitution should be reviewed to confirm that the proposed business falls within the company's permitted objects (if the constitution contains an objects clause). The company must update its ACRA profile through the BizFile+ portal to reflect its active status. Any changes to directors, company secretary, registered office, or share capital that occurred during the dormant period or that are needed for reactivation must be filed with ACRA within the prescribed timelines (14 days for changes to directors or secretary under Section 173 of the Companies Act). The company must notify IRAS that it has recommenced business, particularly if IRAS had granted a waiver from filing tax returns. The company will be required to file tax returns for all financial years from the date of reactivation. GST registration is required if the company's taxable turnover exceeds or is expected to exceed S$1 million in any 12-month period under the Goods and Services Tax Act (Cap. 117A). If the company employed or plans to employ staff, it must register as an employer with IRAS for the purposes of the Auto-Inclusion Scheme and with the CPF Board for CPF contributions.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Board Resolution (Singapore)
A Board Resolution records a formal decision made by the directors of a Singapore company at a board meeting or by written resolution. Required for key corporate actions including opening bank accounts, authorising contracts, approving financial statements, and other matters under the Companies Act (Cap. 50).
Shareholders Resolution (Singapore)
A Shareholders Resolution records an ordinary or special resolution passed by the members of a Singapore company at a general meeting or by written means. Required for key corporate decisions including amending the constitution, approving major transactions, and changing the company name under the Companies Act (Cap. 50).
Striking Off Application (Singapore)
A Striking Off Application closes a defunct Singapore company by applying to ACRA to remove it from the register under Section 344 of the Companies Act (Cap. 50). The company must have no outstanding liabilities, active business, or pending court proceedings.
Annual General Meeting Notice (Singapore)
An Annual General Meeting (AGM) Notice convenes the yearly meeting of shareholders of a Singapore company as required by the Companies Act (Cap. 50). It sets out the agenda, date, time, venue, and items of ordinary and special business to be transacted, with at least 14 days' notice for ordinary resolutions.
Company Constitution (Singapore)
A Company Constitution is the foundational constitutional document of a Singapore private limited company, replacing the former memorandum and articles of association under the Companies Act (Cap. 50) as amended in 2015. It governs the company's powers, shareholders' rights, directors' authorities, and share transfer procedures.