Know Things about Strike Off A Company In Singapore

If you are a business owner in Singapore who wishes to close your company, you can strike off your company from the Register of Companies. Strike Off Company Singapore is voluntarily removing a company's name from the Register maintained by the Accounting and Corporate Regulatory Authority (ACRA) in Singapore. Here is a step-by-step guide on how to strike off a company in Singapore:

A firm that has been struck off is no longer listed in the Registrar's Companies Registry. As a result, the company is essentially dissolved and ceases to be a separate legal entity. Striking off can take place voluntarily when a company decides to shut down and requests to be removed from the Register or unwillingly when the Registrar starts the process because the company hasn't met its legal responsibilities or is no longer in business. A company's assets (if any) become the property of the Crown, the Duchy of Lancaster, or Cornwall once stricken from the Register. The directors or shareholders of the business may still be held accountable for any outstanding debts.

Striking off vs Winding up

Striking off and winding up are two different processes for dissolving a company.

Strike Off Company Singapore is a more straightforward and less formal process usually used for companies that are no longer trading and have no outstanding debts or legal disputes. The company's directors can apply to have the company struck off the Companies Register, and if the Registrar approves the application of Companies, the company will be dissolved.

On the other hand, the process of winding up is more complicated and official. It entails the appointment of a liquidator to oversee the company's operations and distribute its assets to its owners and creditors. The company's directors or shareholders may decide to wind up the business voluntarily, or the court may mandate it if creditors or other interested parties file a petition. Insolvent companies that cannot pay their debts when they become due are often subject to winding up.

Requirements of company striking off in Singapore 

To apply for striking off a company from the Singapore Companies Register, the following requirements must be met:

• The company must not have commenced business or ceased trading for at least three months.

• The company must not have any outstanding debts or liabilities, including taxes.

• The company must not be involved in any legal proceedings.

• The company must not have any assets or liabilities as of the date of application, and there should be no outstanding charge in the charge register.

• The company must have obtained the written consent of all its directors to the striking-off process.

• The company must have filed its annual and tax returns up to the date of cessation of business.

• The company must have held an annual general meeting and filed its annual returns for the current financial year, if applicable.

• The company must have no outstanding penalties or offers of composition for any breaches of the Companies Act.

Once these requirements are met, the company can apply for striking off by submitting an online application through the BizFile+ portal of the Accounting and Corporate Regulatory Authority (ACRA). The Registrar of Companies will then publish a notice in the Government Gazette to invite objections from interested parties within 30 days. If no objections are raised, the company will be struck off the Register and cease to exist as a separate legal entity.

The procedure of striking off a company in Singapore

The procedure for Close Company Singapore involves several steps, as outlined below:

• Hold a board meeting: The company's directors must hold a meeting and pass a resolution to strike off the company.

• Obtain shareholders' consent: The company must obtain the written consent of all its shareholders to the striking-off process.

• Clear all outstanding dues: The company must clear all outstanding dues, including taxes and other liabilities.

• File annual returns: The company must file its annual returns and tax returns up to the date of cessation of business.

• Apply for striking off: The company can apply through the BizFile+ portal of the Accounting and Corporate Regulatory Authority (ACRA). 

• Publish a notice in Gazette: Once the application is submitted, the Registrar of Companies will publish a notice in the Government Gazette to invite objections from interested parties within 30 days.

• Wait for approval: If no objections are raised, the Registrar of Companies will approve the application and strike off the company from the Register.

• Notify stakeholders: The company must inform its employees, creditors, and customers of its striking off and winding up.

• Dispose of assets and liabilities: The company must dispose of its assets and liabilities per the Companies Act requirements.

• Submit final tax returns: The company must submit its final tax returns to the Inland Revenue Authority of Singapore (IRAS).

The procedure for Close Company Singapore involves the following:

• Complying with the legal requirements.

• Obtaining consent from shareholders and directors.

• Applying the ACRA.

The process may take several months, depending on the complexity of the company's affairs.

Important notes after the company struck off 

After a company is struck off the Singapore Companies Register, several important notes should be taken into consideration:

• Legal liabilities: The company's directors and shareholders may still be held liable for any legal or contractual obligations incurred by the company before it was struck off.

• Undisposed assets: Any assets or liabilities not disposed of before the company was struck off will vest in the government.

• Personal tax obligations: The company's directors and shareholders may still have personal tax obligations that need to be fulfilled.

• Reinstatement: If the company wants to be reinstated after being struck off, it must apply to the ACRA and fulfill certain legal requirements, such as clearing outstanding dues and obtaining the consent of all shareholders and directors.

• Continuing obligations: Even after the company is struck off, it may still have certain continuing obligations, such as maintaining proper accounting records, if there are unresolved issues or disputes.

• Directors' disqualification: Directors of a company that was struck off may be disqualified from serving as directors of any company.

Final Talk

 

Striking off a company in Singapore is a legal process that involves several steps, including obtaining the consent of all shareholders and directors, clearing outstanding dues, filing annual returns, and submitting an application to the ACRA. The process can take several months and involves complying with legal requirements and disposing of assets and liabilities. After the company is struck off, the directors and shareholders must know their continuing obligations and take necessary steps to fulfil them.