Requirements for company liquidation in Singapore

There are various conditions a company must fulfil in order to be struck-off legitimately. One of the conditions is that the company must have filed all the tax returns until the date of the strike off. The Directors and Shareholders must ensure that any outstanding income, tax returns, accounts and tax computation have been submitted up to the date of cessation.

The Directors and Shareholders should also make sure that all queries from Inland Revenue Authority of Singapore “IRAS” have been dealt with and replied, all assessments are in order and complete, payment of any tax liabilities have been made and the company has received refund of any outstanding tax credit owed to the company.

GST registration cancellation

The Directors and Shareholders should cancel GST registration within 30 days if:

  • The company has ceased making taxable supplies & do not intend to make taxable supplies in the near future.
  • The company has ceased operations.
  • The company has been wholly transferred to another person. The new entity would have to determine if the new company needs to register for GST.

If the above conditions are not met, the strike-off may be objected by IRAS. Once all the tax obligations and issues has been settled.

Other than the IRAS, a company must meet the requirements set up by Accounting and Corporate Regulatory Authority of Singapore, also known as ACRA.

The requirements are as follows:

  • The charge register of the company does not contain any outstanding charges.
  • The company has absolutely no outstanding debt to government agencies.
  • The company does not carry out any trading activity.
  • The company did not start any business activity after the incorporation date.
  • The company is not involved in any court proceedings in Singapore or outside Singapore.
  • Current or contingent assets or liabilities should exist in the company’s books.
  • Directors must get a written consent from the majority of Shareholders to strike off the company.
  • The date of cessation shown in the application is the deadline for drawing up any attached accounts.

A final set of audited accounts must be sent depending on the company’s transactions. If there were no transactions performed by company after date of incorporation, or there was no filing of audited accounts for the company, then audited accounts need not be submitted.

The following documents are needed in a strike-off procedure for a company in Singapore, according to ACRA:

  • Declaration of strike-off.
  • Application for strike-off.
  • Tax clearance.
  • Waiver of Form C/C-S, if necessary.

If the company had filed audited accounts before, then the above documents must be sent with a copy of the most recent audited report. If the company does not have any liabilities or assets found in the accounts, a copy of the certificate of exempt private company is needed.

In the case of the company having liabilities and assets, the Director has to offer an explanation and proof of how these liabilities and assets will be disposed of.

After the approval of strike-off, the company and IRAS will receive the striking-off notice and anyone who wants to object to the liquidation should do it when the notice is received. Where there are no rejections, a second notice will be issued indicating the date of strike –off. The total duration of the strike-off procedure will take approximately 6 months.

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