Companies Guide – Closing Down a Company.

Managing the end stage if your business cycle.

Closing Down A Company – The Strike Off Option.

There are essentially two categories of company closure: Winding Up and Striking Off.

In general, you may close down a company via Striking Off if there are, or there will be arrangements to ensure that there will be no assets and no liabilities within the Company at the point of application for Strike Off. In other circumstances, whereby there will be issues with fully discharging the company liabilities, you can only close down a company by way of winding up.

The Striking Off of a Company.

Duration of a company strike off

The entire duration of a strike off will take approximately 5 months from the date of application. During this 5 month period, there are no requirements for the owners or directors to do anything unless someone objects to the striking off of the Company.

  • The company has ceased business activities or has never commenced business since incorporation
  • The company has closed ALL company bank account(s).
  • The company has no outstanding penalties or offers of composition fine owing to ACRA.
  • The company has no outstanding tax liabilities owing to IRAS 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 director(s) have obtained the written consent of the majority of shareholders to strike the name of the company of the register.
  • The company has no contingent assets and liabilities.
  • The Assets and Liabilities of the Company have been disposed/discharged.
  • The director(s) consent to the application to strike off this company.

Consent must be obtained from the majority of the shareholders (unless otherwise stipulated in any shareholders’ agreements or explicitly stated in the Memorandum & Articles of Association of the Company).

You must be sure that the Company has fully extinguished all existing and potential liabilities of the Company. The table below illustrates some of the existing and potential liabilities you may have to discharge before commencing any strike-off.

  • Trade Payables to your Suppliers and Creditors.
  • Current year tax payable.
  • Existing fines and penalties to government bodies (e.g. ACRA fines/penalties).
  • Bank or third party loans.
  • Amounts due to directors/shareholders.
  • Finance lease obligations.

Office leasing which are officially terminated , resulting in company having fixed commitment for the remaining lease period , or

Potential breach of contracts.

Non – Fulfillment of contracts and works.

Repayment of Taxes for next year of assessment.

Existing Law Suit pending resolution.

  1. Bookkeeping up to date of business cessation, inclusive of disposal of assets and liabilities.
  2. Complete Tax filings and tax payments to IRAS for all relevant years of assessment.
  3. Company resolutions and/or documentation to validate strike-off application.

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FAQ.

What are the steps to close my company?

To close your company, you typically need to obtain board approval, settle all debts, notify stakeholders, file for deregistration with relevant authorities, submit final tax returns, and distribute remaining assets to shareholders.

In Singapore, closing a company involves passing a special resolution for voluntary liquidation, appointing a licensed liquidator, notifying the Accounting and Corporate Regulatory Authority (ACRA), conducting a final meeting to present the liquidator’s accounts, and filing for deregistration with ACRA.

The process of closing a company in Singapore usually takes 6 to 12 months, depending on the complexity of the company’s affairs and the efficiency of the liquidation process.

During the closing process, the company’s assets are sold to pay off its liabilities, and any remaining assets are distributed to shareholders according to their shareholding percentages.

Once a company has been officially closed and deregistered, it cannot be reopened; however, you can start a new company with the same name, subject to availability and regulatory approval.

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