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Guide to Closing a Singapore Company

October 24, 2024
Sotirios Seridis
5 minutes

Deciding to close your business is never easy. Whether due to financial difficulties or a strategic pivot, understanding the steps involved in closing your company in Singapore can save you from legal headaches down the line. This guide will walk you through the essential procedures for a smooth and compliant closure process, along with answers to common FAQs.

Company Closure in Singapore: Preparation

When you decide to close your company, it’s crucial to understand the implications and requirements involved. Singapore provides a structured process for company closure to protect stakeholders, including creditors, shareholders, and employees. Properly closing a company helps in avoiding legal complications and ensures that all obligations are met.

Doerscircle Company Closure Solution offers a swift and hassle-free way to close your business in Singapore. Our comprehensive service handles every aspect of the closure process, from ceasing operations to filing for striking off or winding up. Leverage our expertise to ensure all legal and administrative requirements are met, minimsing stress and potential pitfalls

Steps to Close a Company in Singapore
  1. Cease Business Operations

Stop all sales, discontinue services, and notify customers and suppliers about the decision to close. This step is critical to ensure that there are no ongoing business activities that might complicate the closure process.

  1. Clear Outstanding Debts

Before proceeding with formal closure, settle all outstanding debts and liabilities, including supplier accounts and employee salaries. Ensuring that all debts are cleared protects directors and shareholders from potential legal issues.

  1. Conduct a Final Shareholder Meeting

Hold a final shareholder meeting to approve the decision to close the company. Pass a special resolution, which typically requires at least 75% of shareholders' approval, stating the intention to close.

  1. File for Striking Off or Winding Up

There are two primary methods for closing a company in Singapore:

  • Striking Off: Suitable for solvent companies that have ceased all business activities. The company applies to the Accounting and Corporate Regulatory Authority (ACRA) to be struck off the register. This process is straightforward and less costly.
  • Winding Up: Applicable to both solvent and insolvent companies. This process involves liquidating the company's assets to pay off debts and distributing any remaining assets to shareholders. Winding up can be voluntary (by members or creditors) or compulsory (by the court).

  1. Submit Necessary Documents

Depending on the chosen method (striking off or winding up), prepare and submit various documents to ACRA. For striking off, these typically include the application form, a declaration of solvency (if applicable), and the resolution passed by the shareholders. Winding up may require additional documents, such as a statement of affairs and liquidator’s statements.

  1. Notify IRAS

Inform the Inland Revenue Authority of Singapore (IRAS) about the company’s closure. Ensure that all tax matters are settled, including filing final tax returns and paying any outstanding taxes. If registered for Goods and Services Tax (GST), ensure that GST registration is cancelled.

  1. Cancel Permits and Licenses

Cancel any business permits or licenses issued to the company, including industry-specific licenses and operating permits.

  1. Close Bank Accounts

Close all corporate bank accounts and distribute any remaining funds to shareholders according to their shareholding proportions. Ensure no outstanding cheques or automatic payments complicate the account closures.

  1. Publish a Notice

Publish a notice of the company’s intention to strike off or wind up in the Government Gazette. This serves to inform the public and creditors, allowing them to make claims before the process is finalized.

Detailed Breakdown of Winding Up Process

Winding up a company can be more intricate than striking off, especially for insolvent companies. Here’s a detailed breakdown of the winding-up process:

Members' Voluntary Winding Up: Initiated by the company’s members when the company is solvent. Directors declare solvency, and a liquidator is appointed to manage the process.

Creditors' Voluntary Winding Up: Occurs when the company is insolvent. Members initiate the process, but creditors appoint the liquidator and oversee liquidation. A creditors' meeting is held to present a statement of affairs.

Compulsory Winding Up: Initiated by a court order at the request of a creditor who has not been paid. The court appoints a liquidator to control the company’s assets, pay off debts, and distribute any remaining funds to shareholders.

Closing a Dormant Company in Singapore

If the company has been dormant (not actively trading), the process may be simpler. The striking-off method is often preferred for dormant companies, provided all debts are cleared and necessary filings are up to date before applying for striking off.

Closing Thoughts on Closing a Company in Singapore

Closing a company in Singapore is a meticulous process that requires careful planning and adherence to legal requirements. By following the outlined steps and seeking professional assistance, business owners can ensure a smooth and compliant closure. Utilizing services like those offered by Doerscircle can significantly simplify the closing process, ensuring all obligations are met accurately and efficiently.

Frequently Asked Questions about Closing a Company in Singapore
  • What is the difference between striking off and winding up a company?

Striking off is suitable for solvent companies that have ceased all activities, while winding up is used for both solvent and insolvent companies and involves a more complex process.

  • How long does it take to close a company in Singapore?

Striking off typically takes about 4-6 months, while winding up can take longer, depending on the complexity.

  • What are the costs involved in closing a company?

Costs vary based on the method chosen and specific circumstances. Professional fees for legal and accounting services may also apply.

  • Can a company be re-registered after it has been struck off?

Yes, it’s possible to apply for reinstatement within six years from the date of striking off, provided certain conditions are met.

  • What happens to the company’s assets during the closure process?

Assets are sold to pay off outstanding debts, with remaining assets distributed to shareholders.

  • Do I need to notify employees about the company closure?

Yes, employees should be informed about the closure, and any outstanding salaries or benefits must be settled according to employment laws.

  • What if the company has outstanding tax issues?

All tax matters must be resolved before the company can be officially closed, including filing final tax returns.

  • Is there a way to expedite the company closure process?

While standard procedures must be followed, working with professionals like those at Doerscircle can help streamline the process.

  • What happens if a company fails to follow the proper closure procedures?

Failure to comply with legal requirements can result in penalties, legal action, and difficulties for directors in future business activities.

  • Can a company apply for striking off if it has outstanding debts?

No, a company must be solvent and free of liabilities to qualify for striking off.

Legal
5 minutes

Guide to Closing a Singapore Company

Learn how to close your Singapore company smoothly and compliantly with our step-by-step guide, covering striking off and winding up processes
Published on
October 24, 2024

Deciding to close your business is never easy. Whether due to financial difficulties or a strategic pivot, understanding the steps involved in closing your company in Singapore can save you from legal headaches down the line. This guide will walk you through the essential procedures for a smooth and compliant closure process, along with answers to common FAQs.

Company Closure in Singapore: Preparation

When you decide to close your company, it’s crucial to understand the implications and requirements involved. Singapore provides a structured process for company closure to protect stakeholders, including creditors, shareholders, and employees. Properly closing a company helps in avoiding legal complications and ensures that all obligations are met.

Doerscircle Company Closure Solution offers a swift and hassle-free way to close your business in Singapore. Our comprehensive service handles every aspect of the closure process, from ceasing operations to filing for striking off or winding up. Leverage our expertise to ensure all legal and administrative requirements are met, minimsing stress and potential pitfalls

Steps to Close a Company in Singapore
  1. Cease Business Operations

Stop all sales, discontinue services, and notify customers and suppliers about the decision to close. This step is critical to ensure that there are no ongoing business activities that might complicate the closure process.

  1. Clear Outstanding Debts

Before proceeding with formal closure, settle all outstanding debts and liabilities, including supplier accounts and employee salaries. Ensuring that all debts are cleared protects directors and shareholders from potential legal issues.

  1. Conduct a Final Shareholder Meeting

Hold a final shareholder meeting to approve the decision to close the company. Pass a special resolution, which typically requires at least 75% of shareholders' approval, stating the intention to close.

  1. File for Striking Off or Winding Up

There are two primary methods for closing a company in Singapore:

  • Striking Off: Suitable for solvent companies that have ceased all business activities. The company applies to the Accounting and Corporate Regulatory Authority (ACRA) to be struck off the register. This process is straightforward and less costly.
  • Winding Up: Applicable to both solvent and insolvent companies. This process involves liquidating the company's assets to pay off debts and distributing any remaining assets to shareholders. Winding up can be voluntary (by members or creditors) or compulsory (by the court).

  1. Submit Necessary Documents

Depending on the chosen method (striking off or winding up), prepare and submit various documents to ACRA. For striking off, these typically include the application form, a declaration of solvency (if applicable), and the resolution passed by the shareholders. Winding up may require additional documents, such as a statement of affairs and liquidator’s statements.

  1. Notify IRAS

Inform the Inland Revenue Authority of Singapore (IRAS) about the company’s closure. Ensure that all tax matters are settled, including filing final tax returns and paying any outstanding taxes. If registered for Goods and Services Tax (GST), ensure that GST registration is cancelled.

  1. Cancel Permits and Licenses

Cancel any business permits or licenses issued to the company, including industry-specific licenses and operating permits.

  1. Close Bank Accounts

Close all corporate bank accounts and distribute any remaining funds to shareholders according to their shareholding proportions. Ensure no outstanding cheques or automatic payments complicate the account closures.

  1. Publish a Notice

Publish a notice of the company’s intention to strike off or wind up in the Government Gazette. This serves to inform the public and creditors, allowing them to make claims before the process is finalized.

Detailed Breakdown of Winding Up Process

Winding up a company can be more intricate than striking off, especially for insolvent companies. Here’s a detailed breakdown of the winding-up process:

Members' Voluntary Winding Up: Initiated by the company’s members when the company is solvent. Directors declare solvency, and a liquidator is appointed to manage the process.

Creditors' Voluntary Winding Up: Occurs when the company is insolvent. Members initiate the process, but creditors appoint the liquidator and oversee liquidation. A creditors' meeting is held to present a statement of affairs.

Compulsory Winding Up: Initiated by a court order at the request of a creditor who has not been paid. The court appoints a liquidator to control the company’s assets, pay off debts, and distribute any remaining funds to shareholders.

Closing a Dormant Company in Singapore

If the company has been dormant (not actively trading), the process may be simpler. The striking-off method is often preferred for dormant companies, provided all debts are cleared and necessary filings are up to date before applying for striking off.

Closing Thoughts on Closing a Company in Singapore

Closing a company in Singapore is a meticulous process that requires careful planning and adherence to legal requirements. By following the outlined steps and seeking professional assistance, business owners can ensure a smooth and compliant closure. Utilizing services like those offered by Doerscircle can significantly simplify the closing process, ensuring all obligations are met accurately and efficiently.

Frequently Asked Questions about Closing a Company in Singapore
  • What is the difference between striking off and winding up a company?

Striking off is suitable for solvent companies that have ceased all activities, while winding up is used for both solvent and insolvent companies and involves a more complex process.

  • How long does it take to close a company in Singapore?

Striking off typically takes about 4-6 months, while winding up can take longer, depending on the complexity.

  • What are the costs involved in closing a company?

Costs vary based on the method chosen and specific circumstances. Professional fees for legal and accounting services may also apply.

  • Can a company be re-registered after it has been struck off?

Yes, it’s possible to apply for reinstatement within six years from the date of striking off, provided certain conditions are met.

  • What happens to the company’s assets during the closure process?

Assets are sold to pay off outstanding debts, with remaining assets distributed to shareholders.

  • Do I need to notify employees about the company closure?

Yes, employees should be informed about the closure, and any outstanding salaries or benefits must be settled according to employment laws.

  • What if the company has outstanding tax issues?

All tax matters must be resolved before the company can be officially closed, including filing final tax returns.

  • Is there a way to expedite the company closure process?

While standard procedures must be followed, working with professionals like those at Doerscircle can help streamline the process.

  • What happens if a company fails to follow the proper closure procedures?

Failure to comply with legal requirements can result in penalties, legal action, and difficulties for directors in future business activities.

  • Can a company apply for striking off if it has outstanding debts?

No, a company must be solvent and free of liabilities to qualify for striking off.

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Digital Marketeer
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Digital Marketeer
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Deciding to close your business is never easy. Whether due to financial difficulties or a strategic pivot, understanding the steps involved in closing your company in Singapore can save you from legal headaches down the line. This guide will walk you through the essential procedures for a smooth and compliant closure process, along with answers to common FAQs.

Company Closure in Singapore: Preparation

When you decide to close your company, it’s crucial to understand the implications and requirements involved. Singapore provides a structured process for company closure to protect stakeholders, including creditors, shareholders, and employees. Properly closing a company helps in avoiding legal complications and ensures that all obligations are met.

Doerscircle Company Closure Solution offers a swift and hassle-free way to close your business in Singapore. Our comprehensive service handles every aspect of the closure process, from ceasing operations to filing for striking off or winding up. Leverage our expertise to ensure all legal and administrative requirements are met, minimsing stress and potential pitfalls

Steps to Close a Company in Singapore
  1. Cease Business Operations

Stop all sales, discontinue services, and notify customers and suppliers about the decision to close. This step is critical to ensure that there are no ongoing business activities that might complicate the closure process.

  1. Clear Outstanding Debts

Before proceeding with formal closure, settle all outstanding debts and liabilities, including supplier accounts and employee salaries. Ensuring that all debts are cleared protects directors and shareholders from potential legal issues.

  1. Conduct a Final Shareholder Meeting

Hold a final shareholder meeting to approve the decision to close the company. Pass a special resolution, which typically requires at least 75% of shareholders' approval, stating the intention to close.

  1. File for Striking Off or Winding Up

There are two primary methods for closing a company in Singapore:

  • Striking Off: Suitable for solvent companies that have ceased all business activities. The company applies to the Accounting and Corporate Regulatory Authority (ACRA) to be struck off the register. This process is straightforward and less costly.
  • Winding Up: Applicable to both solvent and insolvent companies. This process involves liquidating the company's assets to pay off debts and distributing any remaining assets to shareholders. Winding up can be voluntary (by members or creditors) or compulsory (by the court).

  1. Submit Necessary Documents

Depending on the chosen method (striking off or winding up), prepare and submit various documents to ACRA. For striking off, these typically include the application form, a declaration of solvency (if applicable), and the resolution passed by the shareholders. Winding up may require additional documents, such as a statement of affairs and liquidator’s statements.

  1. Notify IRAS

Inform the Inland Revenue Authority of Singapore (IRAS) about the company’s closure. Ensure that all tax matters are settled, including filing final tax returns and paying any outstanding taxes. If registered for Goods and Services Tax (GST), ensure that GST registration is cancelled.

  1. Cancel Permits and Licenses

Cancel any business permits or licenses issued to the company, including industry-specific licenses and operating permits.

  1. Close Bank Accounts

Close all corporate bank accounts and distribute any remaining funds to shareholders according to their shareholding proportions. Ensure no outstanding cheques or automatic payments complicate the account closures.

  1. Publish a Notice

Publish a notice of the company’s intention to strike off or wind up in the Government Gazette. This serves to inform the public and creditors, allowing them to make claims before the process is finalized.

Detailed Breakdown of Winding Up Process

Winding up a company can be more intricate than striking off, especially for insolvent companies. Here’s a detailed breakdown of the winding-up process:

Members' Voluntary Winding Up: Initiated by the company’s members when the company is solvent. Directors declare solvency, and a liquidator is appointed to manage the process.

Creditors' Voluntary Winding Up: Occurs when the company is insolvent. Members initiate the process, but creditors appoint the liquidator and oversee liquidation. A creditors' meeting is held to present a statement of affairs.

Compulsory Winding Up: Initiated by a court order at the request of a creditor who has not been paid. The court appoints a liquidator to control the company’s assets, pay off debts, and distribute any remaining funds to shareholders.

Closing a Dormant Company in Singapore

If the company has been dormant (not actively trading), the process may be simpler. The striking-off method is often preferred for dormant companies, provided all debts are cleared and necessary filings are up to date before applying for striking off.

Closing Thoughts on Closing a Company in Singapore

Closing a company in Singapore is a meticulous process that requires careful planning and adherence to legal requirements. By following the outlined steps and seeking professional assistance, business owners can ensure a smooth and compliant closure. Utilizing services like those offered by Doerscircle can significantly simplify the closing process, ensuring all obligations are met accurately and efficiently.

Frequently Asked Questions about Closing a Company in Singapore
  • What is the difference between striking off and winding up a company?

Striking off is suitable for solvent companies that have ceased all activities, while winding up is used for both solvent and insolvent companies and involves a more complex process.

  • How long does it take to close a company in Singapore?

Striking off typically takes about 4-6 months, while winding up can take longer, depending on the complexity.

  • What are the costs involved in closing a company?

Costs vary based on the method chosen and specific circumstances. Professional fees for legal and accounting services may also apply.

  • Can a company be re-registered after it has been struck off?

Yes, it’s possible to apply for reinstatement within six years from the date of striking off, provided certain conditions are met.

  • What happens to the company’s assets during the closure process?

Assets are sold to pay off outstanding debts, with remaining assets distributed to shareholders.

  • Do I need to notify employees about the company closure?

Yes, employees should be informed about the closure, and any outstanding salaries or benefits must be settled according to employment laws.

  • What if the company has outstanding tax issues?

All tax matters must be resolved before the company can be officially closed, including filing final tax returns.

  • Is there a way to expedite the company closure process?

While standard procedures must be followed, working with professionals like those at Doerscircle can help streamline the process.

  • What happens if a company fails to follow the proper closure procedures?

Failure to comply with legal requirements can result in penalties, legal action, and difficulties for directors in future business activities.

  • Can a company apply for striking off if it has outstanding debts?

No, a company must be solvent and free of liabilities to qualify for striking off.

Deciding to close your business is never easy. Whether due to financial difficulties or a strategic pivot, understanding the steps involved in closing your company in Singapore can save you from legal headaches down the line. This guide will walk you through the essential procedures for a smooth and compliant closure process, along with answers to common FAQs.

Company Closure in Singapore: Preparation

When you decide to close your company, it’s crucial to understand the implications and requirements involved. Singapore provides a structured process for company closure to protect stakeholders, including creditors, shareholders, and employees. Properly closing a company helps in avoiding legal complications and ensures that all obligations are met.

Doerscircle Company Closure Solution offers a swift and hassle-free way to close your business in Singapore. Our comprehensive service handles every aspect of the closure process, from ceasing operations to filing for striking off or winding up. Leverage our expertise to ensure all legal and administrative requirements are met, minimsing stress and potential pitfalls

Steps to Close a Company in Singapore
  1. Cease Business Operations

Stop all sales, discontinue services, and notify customers and suppliers about the decision to close. This step is critical to ensure that there are no ongoing business activities that might complicate the closure process.

  1. Clear Outstanding Debts

Before proceeding with formal closure, settle all outstanding debts and liabilities, including supplier accounts and employee salaries. Ensuring that all debts are cleared protects directors and shareholders from potential legal issues.

  1. Conduct a Final Shareholder Meeting

Hold a final shareholder meeting to approve the decision to close the company. Pass a special resolution, which typically requires at least 75% of shareholders' approval, stating the intention to close.

  1. File for Striking Off or Winding Up

There are two primary methods for closing a company in Singapore:

  • Striking Off: Suitable for solvent companies that have ceased all business activities. The company applies to the Accounting and Corporate Regulatory Authority (ACRA) to be struck off the register. This process is straightforward and less costly.
  • Winding Up: Applicable to both solvent and insolvent companies. This process involves liquidating the company's assets to pay off debts and distributing any remaining assets to shareholders. Winding up can be voluntary (by members or creditors) or compulsory (by the court).

  1. Submit Necessary Documents

Depending on the chosen method (striking off or winding up), prepare and submit various documents to ACRA. For striking off, these typically include the application form, a declaration of solvency (if applicable), and the resolution passed by the shareholders. Winding up may require additional documents, such as a statement of affairs and liquidator’s statements.

  1. Notify IRAS

Inform the Inland Revenue Authority of Singapore (IRAS) about the company’s closure. Ensure that all tax matters are settled, including filing final tax returns and paying any outstanding taxes. If registered for Goods and Services Tax (GST), ensure that GST registration is cancelled.

  1. Cancel Permits and Licenses

Cancel any business permits or licenses issued to the company, including industry-specific licenses and operating permits.

  1. Close Bank Accounts

Close all corporate bank accounts and distribute any remaining funds to shareholders according to their shareholding proportions. Ensure no outstanding cheques or automatic payments complicate the account closures.

  1. Publish a Notice

Publish a notice of the company’s intention to strike off or wind up in the Government Gazette. This serves to inform the public and creditors, allowing them to make claims before the process is finalized.

Detailed Breakdown of Winding Up Process

Winding up a company can be more intricate than striking off, especially for insolvent companies. Here’s a detailed breakdown of the winding-up process:

Members' Voluntary Winding Up: Initiated by the company’s members when the company is solvent. Directors declare solvency, and a liquidator is appointed to manage the process.

Creditors' Voluntary Winding Up: Occurs when the company is insolvent. Members initiate the process, but creditors appoint the liquidator and oversee liquidation. A creditors' meeting is held to present a statement of affairs.

Compulsory Winding Up: Initiated by a court order at the request of a creditor who has not been paid. The court appoints a liquidator to control the company’s assets, pay off debts, and distribute any remaining funds to shareholders.

Closing a Dormant Company in Singapore

If the company has been dormant (not actively trading), the process may be simpler. The striking-off method is often preferred for dormant companies, provided all debts are cleared and necessary filings are up to date before applying for striking off.

Closing Thoughts on Closing a Company in Singapore

Closing a company in Singapore is a meticulous process that requires careful planning and adherence to legal requirements. By following the outlined steps and seeking professional assistance, business owners can ensure a smooth and compliant closure. Utilizing services like those offered by Doerscircle can significantly simplify the closing process, ensuring all obligations are met accurately and efficiently.

Frequently Asked Questions about Closing a Company in Singapore
  • What is the difference between striking off and winding up a company?

Striking off is suitable for solvent companies that have ceased all activities, while winding up is used for both solvent and insolvent companies and involves a more complex process.

  • How long does it take to close a company in Singapore?

Striking off typically takes about 4-6 months, while winding up can take longer, depending on the complexity.

  • What are the costs involved in closing a company?

Costs vary based on the method chosen and specific circumstances. Professional fees for legal and accounting services may also apply.

  • Can a company be re-registered after it has been struck off?

Yes, it’s possible to apply for reinstatement within six years from the date of striking off, provided certain conditions are met.

  • What happens to the company’s assets during the closure process?

Assets are sold to pay off outstanding debts, with remaining assets distributed to shareholders.

  • Do I need to notify employees about the company closure?

Yes, employees should be informed about the closure, and any outstanding salaries or benefits must be settled according to employment laws.

  • What if the company has outstanding tax issues?

All tax matters must be resolved before the company can be officially closed, including filing final tax returns.

  • Is there a way to expedite the company closure process?

While standard procedures must be followed, working with professionals like those at Doerscircle can help streamline the process.

  • What happens if a company fails to follow the proper closure procedures?

Failure to comply with legal requirements can result in penalties, legal action, and difficulties for directors in future business activities.

  • Can a company apply for striking off if it has outstanding debts?

No, a company must be solvent and free of liabilities to qualify for striking off.

Unlock a wealth of exclusive content

Join us and get unlimited access to a wealth of subscriber-only articles that cover a diverse range of topics, from industry trends and insights to expert tips and advice.

Sign up now and gain access!
Once subscribed, you're also unlocking these benefits!
Leverage 18,000+ entrepreneurs for support and advice
Save time and effort with over 50 solutions for your business
Spotlight your business by getting featured on our platform
Contributors
Sotirios Seridis
Digital Marketeer
Subscribe to our newsletter
No spam. Just the latest news and tips, interesting articles, and exclusive interviews in your inbox every month.
Read about our privacy policy.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
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