Striking Off Application (Singapore)

A Striking Off Application in Singapore supports an application to the relevant authority for the approval or registration sought.

Section 344(1) of the Companies Act empowers ACRA to strike off a company where the Registrar has reasonable cause to believe that the company is not carrying on business or is not in operation. ACRA may initiate striking off on its own motion (compulsory striking off) or upon application by the company (voluntary striking off). Voluntary striking off under Section 344A — introduced by amendments to the Companies Act — allows a company to apply for its own removal from the register, provided it meets the prescribed conditions.

The eligibility criteria for voluntary striking off are strict. The company must have ceased trading or have never commenced business, have no outstanding liabilities (including debts, contingent liabilities, and obligations to creditors, employees, and government agencies), have no outstanding tax liabilities with the Inland Revenue Authority of Singapore (IRAS), have settled all Central Provident Fund (CPF) contributions with the CPF Board, have no pending legal proceedings in any court (including the Singapore courts, the Small Claims Tribunal, and the Employment Claims Tribunal), hold no real property in Singapore or overseas, and not be a holding company or a subsidiary with guarantees or charges registered with ACRA. The company's annual returns must be filed up to date with ACRA.

Compulsory striking off occurs when ACRA identifies companies that appear to be defunct — typically companies that have failed to file annual returns for two or more consecutive years or have failed to respond to ACRA's notices. Section 344(1) authorises the Registrar to publish a notice in the Government Gazette stating that the company will be struck off unless cause is shown within 60 days. If no response is received, the company is struck off and dissolved.

The tax clearance process with IRAS is a mandatory prerequisite for voluntary striking off. The company must file all outstanding tax returns (Forms C, C-S, or C-S (Lite)) with IRAS, declare its final income, and obtain a "no objection" letter from the Comptroller of Income Tax. IRAS assesses any outstanding corporate income tax, Goods and Services Tax (GST) under the Goods and Services Tax Act (Cap. 117A), and withholding tax obligations before issuing clearance. GST-registered companies must apply for cancellation of GST registration with IRAS before striking off, filing a final GST return and accounting for any output tax on business assets retained.

Directors of companies that are struck off remain personally liable for any outstanding obligations — including unpaid debts, penalties, and statutory obligations — that were not discharged before striking off. Section 344(5) of the Companies Act preserves the liability of directors, officers, and members of a struck-off company as if the company had not been dissolved. Creditors may apply to the court under Section 344(6) to restore a struck-off company to the register within 6 years of striking off, if they can demonstrate that the company had outstanding liabilities at the time of dissolution.

A Striking Off Application in Singapore is needed whenever a company that has ceased operations or never commenced business wishes to be formally removed from the ACRA register without undergoing the full winding-up process under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA). Voluntary striking off under Section 344A of the Companies Act 1967 (Cap. 50) provides a faster and less expensive closure route for eligible companies.

Dormant companies that have not conducted business for an extended period — shell companies, holding structures with no remaining investments, or special purpose vehicles whose purpose has been fulfilled — should apply for striking off to avoid the ongoing compliance costs of annual filing fees, annual return preparation, and corporate secretarial services. ACRA charges annual filing fees for all registered companies, and failure to file annual returns attracts penalties and potential compulsory striking off with associated director disqualification risks.

Business owners who incorporated a company through ACRA but never commenced operations — for example, where a planned business venture did not materialise, market conditions changed, or funding was not secured — should apply promptly for striking off to minimise ongoing compliance obligations with ACRA, IRAS, and the CPF Board.

Companies that have completed the distribution of all assets to shareholders and settlement of all liabilities — including creditors, employees, IRAS tax obligations, CPF contributions, and any outstanding regulatory fines — are eligible for voluntary striking off as an alternative to members' voluntary winding up under the IRDA. Striking off is significantly less expensive than formal liquidation, which requires the appointment of a liquidator, court filings, and gazette notifications.

Sole proprietorships or partnerships that were converted to companies under the Companies Act but have since reverted to simpler business structures should strike off the dormant company to maintain a clean compliance record with ACRA.

Foreign companies that established Singapore subsidiaries for specific projects — such as construction projects, event management, or short-term consulting engagements — and have completed the project, repatriated funds, and settled all Singapore tax obligations with IRAS should apply for striking off to close the Singapore entity cleanly.

Companies facing compulsory striking off notices from ACRA — issued when annual returns are overdue — should either bring their filings up to date and continue operations, or proactively apply for voluntary striking off with all clearances obtained, to avoid the adverse consequences of compulsory striking off on directors' records.

A Striking Off Application submitted to the Accounting and Corporate Regulatory Authority (ACRA) in Singapore must contain specific information and be accompanied by supporting documents demonstrating that the company meets all eligibility criteria for voluntary striking off under Section 344A of the Companies Act 1967 (Cap. 50).

The company details section provides the company's registered name, Unique Entity Number (UEN), registered address, date of incorporation, and principal activity code as recorded in ACRA's register. The company's current officers — directors and company secretary — must be identified, as ACRA requires all directors to consent to the application. A board resolution authorising the striking off application, signed by all directors, must be passed and retained for inspection.

The cessation of business declaration confirms that the company has ceased carrying on business or has never commenced business. The declaration must specify the date on which business ceased and confirm that the company has no intention of resuming operations. For companies that traded previously, a brief description of the former business activities and the reason for cessation supports the application.

The clearance of liabilities section demonstrates that the company has no outstanding obligations. Required clearances include: confirmation from the Inland Revenue Authority of Singapore (IRAS) that all corporate income tax returns have been filed and assessed, all tax liabilities are settled, and IRAS has no objection to the striking off (the IRAS "no objection" or tax clearance letter); confirmation that all Goods and Services Tax (GST) obligations are settled and GST registration cancelled (for GST-registered companies) under the Goods and Services Tax Act (Cap. 117A); confirmation from the Central Provident Fund (CPF) Board that all employer CPF contributions are paid in full; confirmation that all employee salaries, benefits, and statutory entitlements under the Employment Act 1968 (Cap. 91) have been settled; confirmation that no legal proceedings are pending in any court or tribunal; and confirmation that the company holds no charges or security interests registered with ACRA.

The directors' consent section requires all directors to sign the application, confirming that they consent to the company being struck off and that they have verified the accuracy of all declarations. ACRA holds directors personally responsible for the truthfulness of the application under Section 344A, and filing a false application is an offence under the Companies Act.

The annual returns compliance section confirms that all annual returns have been filed with ACRA up to the date of the application. ACRA will not process a striking off application if annual returns are overdue — the company must first bring its filings up to date, pay any outstanding filing fees and late penalties, and then resubmit the application.

The distribution of assets section, applicable to companies that held assets, confirms how assets were distributed — typically to shareholders in proportion to their shareholdings — and that no assets remain undistributed. Where the company held real property registered with the Singapore Land Authority (SLA) under the Land Titles Act 1993 (Cap. 157), the property must be transferred or disposed of before striking off, as property held by a struck-off company vests in the government under Section 346 of the Companies Act.

The application fee is payable to ACRA at the time of submission through ACRA's online BizFile+ portal. Processing time is typically 2 to 4 months, during which ACRA publishes a gazette notice and allows 30 days for objections from creditors or other interested parties. Forms-legal.com provides the Striking Off Application template with all required declarations and checklists for preparing the BizFile+ submission.