- Osome Blog SG
- Closing Down a Company
How to Close Down a Company in Singapore
- Modified: 18 October 2026
- 12 min read
- Running a Business
Melody Huang
Author
Melody Huang, a content specialist at Osome, helps Singaporean entrepreneurs navigate the world of incorporation, accounting, and business success. With a gift for simplifying complex ideas, she turns regulatory topics into clear, actionable guides. Melody’s content supports local business owners with the knowledge they need to start strong and grow with confidence.
Nisah Rahim
Reviewer
Nisah Rahim is our go-to expert reviewer for all things Corporate Secretary-related in Singapore. As the Corporate Secretary Team Lead and content reviewer, Nisah meticulously examines our blog posts to ensure we provide comprehensive information on Corporate Secretary services such as local regulatory compliance, managing board meetings, maintaining company records, and providing expert advice on corporate governance matters.
Closing a Pte. Ltd. means taking the company in Singapore off the Accounting and Corporate Regulatory Authority (ACRA) register by striking off or winding up. Stopping trade, ending a lease, or closing the bank account leaves the legal person that is your local company intact. Annual returns and corporate tax keep running and late penalties accrue until ACRA records a dissolution. This guide explains how to close a company in Singapore on both routes, the Bizfile sequence, and the Inland Revenue Authority of Singapore (IRAS) matters that must be settled first.
Key Takeaways
- Local company closure in Singapore uses two routes: voluntary striking off when nothing is owned or owed, and winding up when a company's assets or debts remain.
- ACRA charges no fee to apply for striking off a company in Singapore, whereas the gazette process takes at least three to four months after approval, once tax and filings are settled.
- Ceasing trade or keeping the company dormant is not dissolution; annual returns and tax duties continue while the status remains Live.
How Is a Company Closed in Singapore?
A company in Singapore is closed by either striking it off or winding it up with the government agency. Striking off suits solvent companies with no remaining assets or debts, while the winding up process handles those with assets or outstanding debts. Either way, you must complete all tax clearance with the Inland Revenue Authority of Singapore.
Until ACRA records the dissolution, the company remains a Live legal entity. Most local private limited companies (Pte. Ltd.) that have ceased trading apply to strike off once their balance sheet is nil. Company closure due to poor cash flow or declining profitability is common in Singapore.
This guide on how to close a company in Singapore focuses on local private limited companies. Other business types like sole proprietorships, partnerships, or foreign branches have different legal proceedings governed by ACRA.
Starting position | Usual next step |
|---|---|
| Ceased, no assets, no outstanding debts and taxes, no court summons | Apply to strike off on Bizfile. The application itself is free. |
| Solvent, but cash or property still on the books | Sell or return those items and then strike off, or use members’ voluntary winding up process. |
| Unable to pay debts | Creditors’ winding up, a court order, or the Simplified Winding Up Programme if liabilities do not exceed S$ 2 million. |
| Pause only; trade may restart | Keep the company dormant and continue the reduced filings. |
Walking away with no filing does not stop annual returns or tax. ACRA can also strike a non-operating company off on its own initiative after years of missing returns. That is not a voluntary application, and company directors of three or more companies struck off by ACRA within five years can be disqualified from managing companies.
Going through the proper formal process still leaves resolutions, tax clearance, and Bizfile lodgements with a company officer. Company secretarial services can confirm eligibility, bring annual returns up to date, and lodge the striking-off application in the right order. That keeps the government gazette clock from starting on an incomplete file.
Striking Off vs Winding Up
Striking off is an online application that closes a company in Singapore by removing it from the register once the books are clear. Winding up is a formal process in which a professional liquidator sells existing assets, pays up the company's debts and outstanding tax obligations, and then completes the company's closure. The balance sheet decides which one applies, not preference.
Test | Voluntary striking off | Winding up (liquidation) |
|---|---|---|
| Balance sheet at the start | Debt-free companies only. Must already be nil. | The process deals with leftover assets and outstanding debts. |
| Who is in control | Company directors and the secretary, until the Final Gazette. | A licensed liquidator, or the Court and Official Receiver. |
| Government fee | None on the Bizfile online application; cost is tidy-up and any adviser fee. | Liquidator fees; a court-ordered route adds legal cost. |
| Clock | At least three to four months after ACRA approval. | Longer; often many months, and sometimes a year or more. |
A solvent company that still holds cash, stock, or other property cannot file a strike-off as a shortcut. Those items can be sold or returned first, after which striking off becomes available, or members’ voluntary winding up can handle the distribution. An insolvent company cannot strike off while the debts remain. Creditors’ winding up, a court order, or the Simplified Winding Up Programme is then the lawful path.
Both routes still require tax matters with IRAS to be current. An unpaid assessment or an open GST registration is enough to stall a clean strike-off.
How Much Does Closing a Company Cost?
The cost of closing a Singapore company depends on whether you apply for strike-off or start a winding up. Strike-off is free if the company meets ACRA's eligibility requirements, while winding up involves professional and, in some cases, court costs.
Cost | Strike-off | Winding up |
|---|---|---|
| ACRA filing | S$ 0 | S$ 20 for the relevant winding-up notice |
| Court application | None | From S$ 75 for a compulsory winding-up application |
| Official Receiver deposit | None | S$ 10,400 for a compulsory winding-up |
| Liquidator | Not required | Required; fees vary |
| Advertising | None | Required for members' voluntary winding up |
| Tax and accounting work | May apply | Usually required |
For a strike-off, the main costs are usually professional and tax work, rather than government fees. You may need to prepare final accounts, file the company's last tax return, settle outstanding tax or GST obligations, and pay a company secretary or corporate service provider to handle the application.
Winding up is more expensive because it requires a licensed liquidator. The total cost depends on the company's assets, liabilities, transactions, and whether the winding up is voluntary or court-ordered. Legal fees and other professional costs may also apply.
If the company is simply dormant, compare these costs with the cost of keeping it active. A dormant company still needs to meet annual compliance obligations and pay ACRA's S$ 60 annual return filing fee. If you do not expect to use the company again, striking it off may be more economical than maintaining it for several years.
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Can a Private Limited Company Be Struck Off?
A private limited company can be struck off if it has stopped business, owns nothing, owes nothing, and has no unfinished government or legal matter, and if all or a majority of the directors agree. The same tests apply to a limited company incorporated in Singapore as a private company limited by shares. ACRA approves the application when it is satisfied the company is not conducting business and meets every criterion.
The striking-off criteria are that the company:
- Has ceased trading, or never started business since incorporation.
- Has no outstanding debts owed to IRAS, the Central Provident Fund (CPF) Board, the Ministry of Manpower (MOM), or any other government agency.
- Has no outstanding charges sitting in the charge register.
- Is not involved in any legal proceedings in Singapore or overseas.
- Is not subject to any ongoing or pending regulatory or disciplinary action.
- Owns nothing and owes nothing, with no property, debts, or contingent assets.
- Has the agreement of all, or a majority, of its directors to the striking off.
Supporting documents are not usually uploaded with the Bizfile form. The declaration must still be accurate. Any outstanding tax credit should be collected before dissolution. Once the company is dissolved, a credit is paid to the Insolvency Office rather than to the company. Shareholders may then claim it, and processing charges can apply.
Applying without meeting every criterion can amount to a false declaration and may trigger an investigation. A rejected or lapsed file leaves the company Live, with annual return and tax duties still running.
What Needs to Be Finished Before Applying?
Tax and filings are what usually delay an application to close down a company in Singapore. IRAS will object to a strike-off if corporate tax, GST, or related queries are still open. Per IRAS, the company has two months from the objection date to clear the issue. If it does not, the ACRA application lapses and a new filing is required after the tax file is clean.
Winding up does not require a nil balance sheet before the liquidator is appointed. The tidy-up below is for striking off. Tax, GST, staff, and CPF still matter in a winding up, but leftover assets stay with the liquidator.
Tax and GST
- Last tax return: File Form C-S or Form C up to the date of business cessation, rather than waiting for the usual corporate tax filing deadlines. If that year’s return is not yet open on myTax Portal, use IRAS’s Apply for Waiver / File last Form C-S/C (Dormant / Striking Off) service to file it.
- Outstanding tax: Pay any amounts still due and close IRAS queries and assessments.
- GST cancellation: Cancel the registration, if registered, and file the final GST return.
Employees and CPF
- Staff and CPF: Notify employees of the closure, then pay salaries, unused leave, and notice pay, and settle CPF contributions.
- Passes and IR21: Cancel Work Passes or Employment Passes for foreign employees. File Form IR21 before a foreign director or employee leaves Singapore.
Filings, cash, and the bank
- Annual returns: Bring ACRA filings as current as the file allows, and resolve any court summons first.
- Distribute cash: Return remaining cash to shareholders as a dividend or return of capital so the balance sheet is nil. Preference shares, if any, rank ahead of ordinary shares.
- Close the company bank account: Do this only after tax credits, refunds, and final payments have cleared.
Lease surrender and a closing note on the website and social media accounts are part of the same tidy-up, but they do not replace ACRA or IRAS filings. Fulfil remaining supplier contracts, and cancel third-party services, so fees do not keep accruing after trade has stopped.
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IRAS will not pay a tax credit to a director or shareholder in place of the company. If the company is dissolved with a credit still owing, the amount is paid to the Insolvency Office, and a claim from there may attract processing charges.
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What Are the Steps to Strike Off?
A company director, the company secretary, or a registered filing agent submits a free “Apply to strike off business entity” application on Bizfile. After ACRA approves it, the gazette process takes at least three months. Most clean files finish in about four months if no one objects.
The steps run as follows:
- Check eligibility: Confirm the company meets every striking-off criterion and that the balance sheet is flat.
- File on Bizfile: Log in with CorpPass and submit the application. There is no ACRA filing fee.
- Get director endorsement: Directors may receive such endorsement. Majority applications do not require such endorsement.
- Wait for ACRA’s letter: If the file is in order, a striking-off letter goes to the registered office and to officers’ residential addresses. The company remains Live at this stage.
- Officer objection window: Officers have 30 days from that letter to object. ACRA then publishes the First Gazette Notification in the Government Gazette.
- Gazette and strike-off: A 60-day waiting period then runs for interested parties to object. If none succeed, ACRA publishes the Final Gazette Notification and the company is struck off on the stated date.
Delays usually come from outstanding tax liabilities, a company's bank account with remaining balances, unpaid CPF contributions, or unresolved employee matters. Keep the company’s registered office and officers’ residential addresses up to date so ACRA’s notices reach the right people.
Founders often focus on the ACRA application itself, but the preparation work matters more. Outstanding tax matters, open bank accounts, and unresolved employee obligations can delay a strike-off. If the company employed foreign staff, complete any required tax-clearance obligations before filing.
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What If the Company Still Has Debts or Assets?
If leftover assets or unpaid debts cannot be cleared, the company has to go through the winding up process. A liquidator sells the assets, pays the company's creditors in order, and then distributes any remaining assets before dissolving the company. Solvent companies use members’ voluntary winding up. When the company fails and cannot pay its debts, the route is creditors’ winding up, a court order, or the Simplified Winding Up Programme. The liquidation process sits under Singapore law: the Companies Act 1967 and the Insolvency, Restructuring and Dissolution Act 2018 (IRDA).
ACRA recognises four routes:
- Members’ voluntary winding up, when directors can declare that debts will be paid in full within 12 months.
- Creditors’ voluntary winding up, when the company cannot continue because of its debts.
- Court-ordered compulsory winding up, usually on a creditor’s application.
- The Simplified Winding Up Programme (SWUP), a streamlined out-of-court path for eligible insolvent companies.
Each route needs a liquidator or provisional liquidator and statutory meetings. The timeline is longer, and the cost is higher, than striking off.
Members’ voluntary winding up
Members’ voluntary winding up is the route to close a company that can still pay its debts. A majority of directors sign a Declaration of Solvency, with a statement of affairs showing that the company can pay all its debts within 12 months. An extraordinary general meeting must be held within five weeks so members can pass a special resolution to wind up and appoint a professional liquidator. Once the liquidator is appointed, the directors’ powers to manage the company cease, and control of company affairs passes to the liquidator.
The special resolution is filed with ACRA within seven days and advertised in a Singapore newspaper within ten days, in English, Chinese, Tamil, and Malay. The liquidator sells the assets, settles creditors, and seeks tax clearance from IRAS. The liquidator then lodges a return with ACRA and the Official Receiver within seven days of the final meeting date or the end of business cycle. The company is dissolved three months after that lodgement. The Court can declare the dissolution void within two years.
Creditors’ voluntary winding up
Creditors’ voluntary winding up is used when directors accept that the company cannot pay its debts within 12 months and no Declaration of Solvency is filed. Directors still start the process. Creditors then decide whether winding up should proceed and who should act as liquidator.
A creditors’ meeting is convened so the financial position can be laid out. Notices go to creditors and are advertised. A provisional liquidator may hold office for a short period until the appointment is confirmed. Asset sales and distributions then follow the statutory order of priority.
Court-ordered winding up
Compulsory winding up is ordered by the Court, usually after a creditor, shareholder, or other entitled party files an Originating Summons. Common grounds include insolvency, failure to lodge statutory reports or hold statutory meetings, not commencing business within a year of incorporation, or use of the company for an unlawful purpose.
A company that fails a cash-flow test or a balance-sheet test is also deemed insolvent. Under the IRDA, failure to pay or secure a debt of S$ 15,000 or more within three weeks of a formal demand can support that finding. The Court may appoint a liquidator. If none is appointed, the Official Receiver acts. Dispositions of property after the commencement of the winding up are generally void.
Simplified Winding Up Programme
The SWUP sits under Singapore’s Simplified Insolvency Programme 2.0, which MinLaw made permanent from 29 January 2026. It is an out-of-court winding up for non-viable businesses and eligible dormant companies, administered by a licensed insolvency practitioner rather than by a full court liquidation.
The general entry test is that total liabilities, including contingent and prospective liabilities, do not exceed S$ 2 million. Earlier caps on revenue, employees, and creditor numbers have been removed. Other insolvency proceedings, or circumstances that make the company unsuitable, still block entry. Notices are published on MinLaw’s website rather than in the local press and the e-Gazette. The SWUP is still winding up, not striking off, and it takes longer than a clean strike-off.
Is Dormancy Better Than Closing?
Keeping the company dormant can be the better move when trade may restart. A dormant company stays on the register and keeps its name, incorporation date, and filing history. Restarting later is then a compliance exercise, not a new incorporation or a court restoration.
If | Usual choice |
|---|---|
| Trade may restart | Keep the company dormant. The pause is cheaper than striking off and incorporating again, or restoring through the Court. |
| The business will not return | Strike off or wind up. Dormancy only pauses the company; those routes end it. |
| The pause will run for years | A one-off strike-off is usually cheaper than years of a secretary, registered office, and reduced filings. |
Dormancy means a dormant company has no revenue or income within the financial year. It is not defined by an asset cap. A separate ACRA exemption may allow a dormant unlisted company that is not a subsidiary of a listed Singapore company, and whose total assets stay below S$ 500,000, to skip preparing financial statements. That exemption does not determine whether the company is dormant.
Dormancy does not legally close a company. Annual returns and tax obligations continue at a reduced level until the company is struck off or wound up. ACRA and IRAS still treat the entity as Live.
How Osome Can Help
Closing a private limited company in Singapore is mostly a sequence problem: tax and accounts first, then the right ACRA filing. Osome can help founders tidy the books, bring annual returns up to date, and lodge a striking-off application once the balance sheet is flat. Liquidator appointments and court restoration sit outside that scope. Those files need a licensed insolvency practitioner or other professional advice.
For startups, sole proprietorships, SMEs, and foreign companies who want less admin at the end of the company’s life, finishing the accounts and tax before Bizfile helps avoid a lapsed filing. Speak with Osome about company secretary and accounting support before the gazette clock starts.
Summary
The step that decides whether a closure finishes on time is the tidy-up before Bizfile, not the label on the application. An unpaid tax balance, an open bank account, or residual assets will draw an objection or a rejection, and a lapsed strike-off puts the Singapore company back on a full filing calendar. Clear IRAS, CPF, and the ledgers first, then file closure on your Singapore company. Once the Final Gazette is out, or the liquidator’s return has run its three months, the legal person is gone; the remaining duty is to keep the books for five years so a later query or restoration request still has a file to stand on.
Melody Huang, a content specialist at Osome, helps Singaporean entrepreneurs navigate the world of incorporation, accounting, and business success. With a gift for simplifying complex ideas, she turns regulatory topics into clear, actionable guides. Melody’s content supports local business owners with the knowledge they need to start strong and grow with confidence.
