Not every company stays active year-round. Some businesses pause operations temporarily — perhaps during restructuring, market shifts, or while awaiting new investment. In Singapore, such entities are known as dormant companies.

Even when your company isn’t generating income or incurring expenses, you’re still responsible for meeting basic regulatory requirements with the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS).

This article explains what qualifies a company as “dormant,” what filings are still required, and what compliance reliefs are available — so you can stay compliant without unnecessary paperwork.

1. What Is a Dormant Company?

A dormant company is one that has no significant accounting transactions during a financial year.

According to ACRA:

“A company is dormant if no accounting transactions occur, except for those related to statutory obligations such as maintenance fees, penalties, or share issuance costs.”

Examples of acceptable “dormant” transactions include:

• Payment of ACRA annual fees
• Appointment or resignation of company officers
• Maintenance of registered office address
• Filing of annual returns

However, any trading, investment, or income-related activity (e.g. selling goods, earning interest, paying rent) makes the company active again for that financial year.

2. Declaring Dormancy to ACRA and IRAS

Both ACRA and IRAS recognize dormant status, but their criteria and reliefs differ slightly.

ACRA’s Definition

• A company is dormant if it has no accounting transactions during the financial year.
• You must still file an Annual Return (AR) each year, even if no business was conducted.

IRAS’s Definition

• A company is dormant if it has no income or business activity for the financial year.
• You may be exempted from filing Form C / C-S corporate income tax returns — but you must apply for exemption.

Once you resume business activity, you must notify IRAS and resume tax filing.

3. Annual Compliance Requirements

Even when dormant, certain obligations remain mandatory.

a. Annual Return (ACRA)

• Must be filed within 7 months after the company’s Financial Year End (FYE).
• The filing should state that the company is dormant.
• No financial transactions = you may be exempt from filing financial statements in XBRL format, if criteria are met.

b. AGM (Annual General Meeting)

• Dormant private companies may dispense with holding AGMs, provided all shareholders consent and resolutions are passed in writing.
• Still, the financial statements (even if simplified) must be approved by directors before the AR is filed.

c. Tax Filing (IRAS)

• Dormant companies must submit Form C-S/C for the first dormant year to inform IRAS of inactivity.
• Thereafter, they can apply for a Waiver of Corporate Tax Filing if no business activity is expected.
• IRAS may still require ECI (Estimated Chargeable Income) filing if the company received any incidental income.

4. Exemptions and Reporting Reliefs

Singapore’s corporate framework offers several compliance reliefs for dormant companies to reduce administrative burden.

ACRA Dormant Company Exemption

Dormant private companies are exempted from preparing financial statements if:

• They are not subsidiaries of a listed company, and
• They have been dormant since formation or since the end of the previous financial year.

This means you don’t need to prepare full audited accounts — but you must declare dormancy in your Annual Return.

IRAS Dormant Company Waiver

If approved by IRAS, dormant companies are exempted from:

• Filing corporate income tax returns; and
• Submitting audited financial statements (until they become active again).

However, IRAS can withdraw this waiver if the company earns income or reactivates its business.

5. When a Dormant Company Becomes Active Again

If your company starts trading, earning revenue, or receiving investment income, you must:

1. Notify IRAS within one month from resuming activity.
2. Reinstate annual tax filings (ECI and Form C/C-S).
3. Prepare financial statements for the active financial year.
4. Ensure the Annual Return reflects active status when next filed.

You can continue using the same Unique Entity Number (UEN) — no re-registration is needed.

6. Common Mistakes Dormant Companies Make

Even though compliance for dormant companies is simpler, mistakes still happen:

• Missing the Annual Return filing deadline because “no business was done.”
• Assuming “dormant” status means no filing at all — which is incorrect.
• Failing to re-activate filings after business resumes.
• Losing track of statutory deadlines due to poor recordkeeping.

These errors can result in late filing penalties or ACRA enforcement notices, even for non-operational companies.

7. How to Stay Compliant Effortlessly

For most SMEs, dormancy is temporary. But compliance doesn’t pause — and neither should your visibility into your company’s financial position.

That’s where ccMonet can help.

With ccMonet, you can:

• Keep your accounting records accurate — even during dormancy.
• Auto-organize financial documents for when the business reactivates.
• Track statutory deadlines and filing reminders in one dashboard.
• Export summarized financial data easily when preparing for AR or IRAS filings.
• Get quick access to experts who can review compliance requirements with you.

By keeping your records clean and organized year-round, reactivation becomes simple and penalty-free.

8. Key Takeaways

• A dormant company is one with no significant accounting or income transactions.
• You must still file your Annual Return with ACRA.
• You can apply for IRAS tax filing exemption if no income is earned.
• Always maintain up-to-date statutory records, even if no business activity occurs.
• Reactivate filings immediately once operations resume.

Conclusion

Dormant companies enjoy valuable reporting reliefs — but not total exemption from compliance.
By keeping filings accurate, records organized, and deadlines visible, you can avoid unnecessary penalties and smoothly restart business when ready.

👉 Stay effortlessly compliant with ccMonet — the AI-powered platform that keeps your financial and regulatory records organized, even when your company takes a break.

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