Singapore entities often outlive the reason they were set up. A US software group moves its Asia sales team to another hub. A startup flips to a Delaware parent and the Singapore company is left holding a bank account and a few old contracts. A project company finishes its project.
The usual advice compares annual filings. That matters, but it’s rarely what decides the outcome. What decides it is what the company still holds: a working bank account, IP and domains, intercompany loans, staff on work passes, tax losses, investor rights. Get those wrong and closing the company can cost more than keeping it.
This guide covers the three options, how to choose between them, and the issues we see most often catch groups and founders out.
The short answer
What the company still needs decides the route. Three questions usually settle it:
The issues further down (IP, loans, passes, investors) decide how hard the chosen route will be.
The three options side by side
| Keep active | Dormant | Struck off | |
|---|---|---|---|
| Bookkeeping | Ongoing | Minimal | Final period only |
| Financial statements | Every year | Usually not required | Up to closure |
| Tax return (Form C-S/C) | Every year | Waived once IRAS approves | Final returns only |
| ACRA annual return | Every year | Every year | None after closure |
| Company secretary and registered office | Required | Required | None after closure |
| Locally resident director | Required | Required | None after closure |
| Bank account | Stays active | At risk if inactive for long | Closed |
| Can it come back? | Already running | Yes, any time | Within 6 years, by ACRA or the court |
| Cost profile | Full ongoing costs | Reduced ongoing costs | One-off closure cost, then nothing |
Option 1: Keep it active, but lean
Keeping the company active means the full set of obligations continues: bookkeeping, financial statements, an annual return with ACRA, a corporate tax return with IRAS, a company secretary, a registered office and a locally resident director.
It’s the right choice more often than people expect. Keep it active when:
- You expect activity again within a year or two
- The company holds a bank account, licence or contract you’d struggle to replace. For a foreign-owned company, opening a new Singapore bank account can take months.
- Staff on work passes are still employed by it
If you keep it, make it lean. Move to annual rather than monthly bookkeeping, cancel unused subscriptions, and check whether the parent should be recharged for the running costs.
Option 2: Make it dormant
A dormant company stays on the register and keeps its name and UEN at a lower running cost, and you can restart it whenever you’re ready. The catch is that “dormant” means slightly different things to ACRA and to IRAS, and you need to deal with both.
With ACRA. A company is dormant when it has no significant accounting transactions in the financial year. Paying the company secretary, registered office and ACRA fees doesn’t break dormancy. An unlisted dormant company with total assets of no more than S$500,000 doesn’t need to prepare financial statements and is exempt from audit. It must still file its annual return and keep a company secretary, a registered office and a locally resident director. For a foreign group with no one in Singapore, the resident director is often the largest remaining cost.
With IRAS. A company is dormant when it carries on no business and has no income for the whole basis period. It still files a tax return each year unless IRAS grants a waiver. To qualify, the company must:
- Have filed its tax returns, financial statements and tax computations up to the date it stopped business
- Hold no investments (such as shares, property or fixed deposits), or earn no income from any it holds
- Have de-registered for GST, if it was registered
- Not intend to restart business within the next two years
The waiver is applied for on myTax Portal. If the company restarts business or receives income, it must tell IRAS within one month.
Two practical points. A dormant company can’t keep staff on work passes, so passes need to be cancelled or moved first. And banks review accounts with no activity, so a dormant company’s account may not survive a long pause. Check with your bank before you rely on it.
Option 3: Strike it off
If you’re sure you won’t need the company again, striking it off ends the ongoing costs for good. It’s much simpler than a formal winding up, but only if the company qualifies. ACRA requires that the company:
- Has stopped operating, or never started
- Owns nothing and owes nothing: no assets, no debts and no potential claims
- Has no outstanding issues with any government agency, including IRAS, and no outstanding tax credits
- Has no charges registered against it and isn’t involved in legal proceedings or regulatory action
- Has the agreement of all, or a majority, of its directors
In practice, most of the work comes before the application:
- Move what you want to keep. Transfer IP, domains, trademarks and any useful contracts to the parent or a new entity. Anything left in the company when it’s struck off passes to the state.
- Settle intercompany balances. Repay or formally waive loans to and from the parent, and check the tax treatment first (see below).
- Get the cash out. Pay out retained profits as dividends, or return paid-up capital through a capital reduction.
- Release people. Cancel work passes and complete final payroll and CPF.
- Bring tax up to date. File the final tax returns and de-register for GST if registered. Assets still held at de-registration can attract GST.
- Close the bank account. Banks often need original signed documents, so start early.
- Apply on Bizfile. The directors approve the application and it’s lodged with ACRA. There’s no ACRA fee.
- Wait out the objection period. For applications made from 20 October 2026, ACRA publishes a notice in the Gazette, followed by a 60-day window for objections. If none are raised, the company is struck off, usually around two months after approval.
Timing matters. The company stays live while the application is processed, so any filings that fall due in the meantime still have to be made. Start soon after the financial year end, so the clean-up and the objection period finish before the next set of accounts and the next annual return fall due. Starting late can mean paying for a full extra year of compliance for a company you’ve already decided to close.
If the company has assets or debts that can’t be cleared, striking off isn’t available, and a members’ voluntary winding up is usually the right route.
Can a struck-off company be revived?
Yes, but only within six years of being struck off, and never automatically. There are two routes:
| Route | Who can apply | Time limit | How it’s decided |
|---|---|---|---|
| Administrative restoration by ACRA | A former director or former shareholder | Within 6 years of strike-off | At ACRA’s discretion. A refusal can be appealed to the court. |
| Restoration by court order | Anyone aggrieved by the strike-off, including creditors | Within 6 years of strike-off | The court must be satisfied the company was operating when struck off, or that restoring it is just |
The six-year window works both ways. It gives you a safety net if an asset turns up after closure, such as a forgotten deposit or a domain still in the company’s name. But it also means a creditor or a former shareholder with a claim can bring the company back to pursue it. That’s why the clean-up in Option 3 matters: a company closed with loose ends can come back, along with questions for its directors.
Treat striking off as permanent. Restoring a company takes time, cost and an approval you can’t count on.
The issues that change the answer
These are the points most guides leave out, and the ones that most often turn a simple closure into an expensive one.
- IP and domains. Tech companies often register trademarks, domains, app store accounts or code in the Singapore entity without thinking about it. On strike-off, whatever the company still owns passes to the state. Move it before you apply.
- Intercompany loans. Waiving a loan from the parent clears the balance sheet, but the waiver can be taxable in Singapore depending on how the loan arose, and the parent’s country may have its own rules. Decide whether to repay, waive or capitalise before anything is signed.
- Trapped cash. Profits can come out as tax-exempt one-tier dividends. Paid-up capital can’t, so returning it needs a capital reduction, which has its own solvency steps and timeline.
- Tax losses. Unused tax losses and capital allowances disappear when the company is struck off. If the entity may be reused or sold, dormancy can preserve them, but carrying them forward depends on the shareholders staying substantially the same.
- Work passes. Employment Passes are tied to the employer. Passes have to be cancelled or the staff moved to another employer before the company goes dormant or closes.
- Investors, grants and options. Shareholder agreements often need investor consent to wind down or close a company. Government grants may come with conditions on keeping the company operating, and outstanding ESOP options over the Singapore company’s shares have to be dealt with.
- Records and director exposure. The company’s records must be kept for five years after strike-off, so decide who keeps them. Directors also sign off that the company owes nothing. If that turns out to be wrong, the company can be restored and the directors asked to explain.
Two common situations
An overseas group’s regional office winds down. The sales team has moved to another hub and the Singapore subsidiary has no revenue. The usual answer is dormancy if the group may return to Singapore within a couple of years, with the running costs recharged to the parent. Otherwise it’s a strike-off, after settling the intercompany balance and moving any regional contracts. The resident director requirement often decides it: if no one in the group lives in Singapore, dormancy still means paying for a nominee director every year.
A startup after a Delaware flip. The founders now own a US parent, and the Singapore company is its subsidiary. Before closing it, check where the IP actually sits, whether investors must consent, what happens to options granted under the old ESOP, and whether any grant conditions still apply. Many founders keep the Singapore entity active as the Asia operating company instead, since it already has a bank account, a track record and an employer record for work passes.
How Futurebooks can help
We’ve looked after more than 850 companies since 2010, from founding to closure. Our idle entity review looks at your company’s bank account, IP, intercompany balances, work passes, tax position and investor rights, then gives you a clear recommendation and a timeline for it.
Then we handle the whole process: keeping the company running lean, the ACRA dormancy and IRAS waiver, or the final accounts, tax filings and strike-off application. If you need a locally resident director in the meantime, we can provide one.
Get in touch and tell us a little about your company.
This article is general information based on the rules as of November 2026, not legal or tax advice for your specific situation.