Closing down a private limited company, also known as striking off, is a significant decision that requires careful planning and execution. Whether your business has fulfilled its purpose, is no longer viable, or is simply inactive, it's essential to follow the proper procedures to avoid potential legal or financial complications. Here's a comprehensive guide to help you through the process.
Understand the Striking Off Process
Striking off a company refers to the removal of the company from the register of companies maintained by the Accounting and Corporate Regulatory Authority (ACRA) in Singapore. Once struck off, the company ceases to exist legally.
Eligibility Criteria for Striking off of a Private Limited Company
Before applying for striking off, ensure your company meets the following requirements:
The company has not commenced business since incorporation or has ceased all trading activities.
The company has no outstanding debts owed to the Inland Revenue Authority of Singapore (IRAS), the Central Provident Fund (CPF) Board, or any other government agency.
There are no outstanding charges registered against the company.
The company is not involved in any ongoing or pending legal proceedings, either within or outside Singapore.
The company is not subject to any ongoing or pending regulatory actions or disciplinary proceedings.
The company has no existing assets or liabilities as of the application date and no contingent assets or liabilities that may arise in the future.
All or a majority of the directors have authorized you, as the applicant, to submit the online application for striking off on behalf of the company.
Prepare for the Application
a. Notify Relevant Stakeholders
Inform key stakeholders, including:
Shareholders: Hold a board meeting or obtain shareholders' resolution to approve the striking-off process.
Customers: Ensure all outstanding receivables are collected.
Creditors: Ensure all outstanding payments to creditors are cleared.
Employees: Terminate employment contracts, provide final payments, and file the final CPF contribution.
b. File Outstanding Taxes and Documents
Submit the final tax return to the Inland Revenue Authority of Singapore (IRAS).
Ensure there are no outstanding Goods and Services Tax (GST) matters.
Clear any outstanding penalties or fines.
c. Close Business Accounts
Close all company bank accounts.
Liquidate any remaining assets and distribute them among shareholders.
Submit the Striking-Off Application
The company director, company secretary, or a registered filing agent can submit an online application to strike off the company via BizFile+ using their SingPass or CorpPass credentials.
There is no filing fee for this application.
Striking-Off Notices
Once the striking-off application is approved, ACRA will send a notification to the company’s registered office address and its officers, including the directors, company secretary, and shareholders, based on the addresses in their records.
First Gazette Notification
If no objections are raised within 30 days of the application approval, ACRA will publish the company’s name in the Government Gazette. This is referred to as the First Gazette Notification.
Final Gazette Notification
If no objections are received within 60 days of the First Gazette Notification, ACRA will publish the company’s name in the Government Gazette again. This is known as the Final Gazette Notification, and the company will officially be struck off the register. The Final Gazette Notification will specify the date the company is struck off.
Duration of the Process
The entire striking-off process typically takes a minimum of 4 months to complete.
Lodgment of an Objection Against Striking Off
Any interested party can submit an objection to a striking-off application, and no fee is required for this submission. If ACRA receives an objection, the company will be notified of the objection and given two months to resolve the matter.
If the company fails to resolve the objection within this timeframe, the striking-off application will lapse. The company may only submit a new application once the objection has been successfully cleared.
Reviving a Struck-Off Company
A company can be restored within six years after its name has been struck off, provided a Court Order is obtained. The Court Order must then be lodged with ACRA via the BizFile+ portal. Upon successful lodgment, the company’s status will be updated to “Live” in ACRA’s records, reinstating its legal existence.
Conclusion
Striking off a private limited company in Singapore is a structured process designed to ensure compliance with regulations and protect stakeholders' interests. By following the steps outlined in this guide, you can navigate the process smoothly and avoid potential pitfalls. If you’re unsure at any stage, consider consulting a corporate services professional to assist with the process.
For more guidance or assistance with striking off your company, feel free to reach out to Account-Ink Pte Ltd, where we specialize in corporate compliance and company closures.
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