Closing a Singapore registered Company - Strike off and winding up

Based on Singapore’s business operation guidelines, a company can be closed in two ways: striking off a company from ACRA registers or a voluntary or a compulsory closure of a company based on specific circumstances. The primary reasons for closing a company are:

  • Stoppage of business activities or non-profitability;
  • Bankruptcy and inability to pay debts;
  • Irreconcilable differences among shareholders;
  • Restructuring of parent company, either financial or corporate;
  • Dormancy or inactivity wherein the owner wants to avoid operational and maintenance cost;
  • Violation of legal provisions, including committing business offences

Depending on the company’s operating condition, it can cease to exist by either “striking off” or “winding up”. Striking off applies only to small or inactive companies that are financially solvent. It is a more efficient, cost-effective, and speedy process of closing business operations.

Companies that are under bankruptcy proceedings or have an active compromise agreement between creditors and company members cannot be stricken off. Instead, it undergoes winding up process wherein an appointed liquidator will perform the following:

  • Liquidate the company’s assets;
  • Pay any existing debts;
  • Distribute available surplus assets among company members

Both procedures are considered complicated (But winding up is more complex and time consuming) and may need the services of professionals specializing in Singapore company closures.


Striking Off : Pre -requisites

Accounting and Corporate Regulatory Authority or ACRA is the government agency responsible for determining the validity of an application to strike off in relation to Companies Act Section 344. A company must be able to establish that it is no longer conducting business and it meets specific requirements outlined below

The company has stopped conducting business

It is not a participant in domestic or international court proceedings

It has no assets and/or liabilities during the application for strike off

There is no existing penalties levied on the company nor does it owe the Corporate Registry any amounts

It has no existing debts or obligations to any other government agency

Company directors, secretary, and other officers do not have existing summons from ACRA

It can present letter of consent from all shareholders agreeing to strike off the company

Steps involved in striking off the company


Completing pending matters

Before an application for company strike off is lodged all pending matters like accounting, AGM, IRAS need to be cleared. Usually it will take a period of approx.. 3-4 weeks for this. Once these activities are completed an application for strike off is lodged. You also need to conduct an AGM for obtaining approval of all relevant parties. Depending on your specific case there might be more activities might need to do. We will guide you on these matters in due course


    Strike off notice

    Once the application for strike off is approved, ACRA will send a striking off notice to the company’s registered office address, Directors, secretary and IRAS


      Publication in first gazette

      After a 1 month period, if no objection is received, ACRA will publish the name of the company in the Government Gazette. This is known as the First Gazette Notification


        Final gazette Notification

        After a 3-month period from the First Gazette Notification, if there is no objection, ACRA will publish the name of the company in the Government Gazette and the name of the company will be struck off the register. The date that the company is struck off will be stated. This is known as the Final Gazette Notification. Thus the entire process will take at least 5 months

          About winding up

          A Singaporean company can wind up its operation either voluntarily or compulsorily. Voluntary winding up can be initiated by the members or by the creditors. Member voluntary winding up happens when there is a strong belief among company directors that all its debts can be paid in full within twelve months after the winding up commences. Creditors’ voluntary winding up, on the other hand, is started if there are compelling reasons like liabilities that hinder business continuity. In both instances, a winding up proceeding is started following this outlined process.

          A judicial body like the court of justice can order a company to be wound up in situations like inability to meet payment obligations or in instances when the liquidation is considered a fair and just resolution.

          Broad steps involved in winding up

          Company directors’ meeting

          For decision about winding up

          Publication of the Declaration and appointment of liquidator

          A liquidator is appointed

          Extraordinary General Meeting (EGM)

          The company directors must convene an EGM within 35 days after the Directors’ Meeting. A notice must be sent to all company members. The decision of liquidation must be approved in the EGM

          Filing of the Special Resolution to ACRA

          The EGM approval for winding up must be filed with ACRA in 10 days ACRA

          Publication of the Special Resolution

          Notice of this Company decision must be published in one newspaper in Singapore

          Commencement of Liquidators’ Tasks

          Once above activities are done liquidator can start the activities

          General Meeting

          In this meeting liquidator presents the accounts of disposal of company assets

          Company Dissolution

          After all above activities are done company will be dissolved


          The procedures involved in closing a Singapore company (whether strike off or liquidation) are oftentimes complicated and lengthy. You are also mandated by law to comply with all legal and business requirements. Companies who decide to cease operation and liquidate their businesses should avail of professional services that can help assess the overall situation, provide relevant advice, and ensure the successful completion of all procedures.