Sometimes, business owners decide it’s time to move on — whether due to restructuring, market changes, or simply reaching the end of a venture.
In Singapore, closing a company isn’t just about stopping operations; it requires following legal procedures set by the Accounting and Corporate Regulatory Authority (ACRA) to officially dissolve the entity.
The two main routes are striking off and voluntary liquidation (also known as “closing properly”).
Understanding the difference helps you choose the right path — one that ensures compliance, avoids future liability, and reflects good corporate governance.
1. Striking Off — The Simplest Way to Close an Inactive Company
Striking off is the most common method for SMEs that have ceased operations and have no outstanding debts or liabilities. It’s a relatively straightforward process under Section 344 of the Companies Act.
Eligibility for Striking Off
You can apply to ACRA for striking off if your company:
- Has stopped all business activities;
- Has no assets or liabilities;
- Has no outstanding debts to IRAS, CPF Board, or any other government agency;
- Has no pending legal proceedings;
- Has closed all bank accounts; and
- Has obtained shareholder consent for closure.
💡 Tip: You must ensure your financial statements and tax filings are completed up to the last active period before applying for striking off.
Filing Process
- Prepare the application via ACRA’s BizFile+ portal.
- Attach a declaration confirming the company meets all conditions.
- ACRA will review the submission and, if approved, publish a notice in the Government Gazette.
- If no objections arise within 60 days, the company will be officially struck off.
Post-Striking Off
- Directors and shareholders are discharged from future obligations.
- However, if the company is later found to have concealed debts, ACRA may reinstate it to the register and pursue penalties.
2. Voluntary Liquidation — The “Proper” Closure Route for Active or Solvent Companies
If your company is still active, holds assets, or owes debts, you’ll need to go through voluntary liquidation instead of striking off.
This process ensures that:
- Assets are realized and distributed fairly among shareholders or creditors;
- Outstanding obligations are settled in accordance with the law;
- The company is properly dissolved after clearance from ACRA and IRAS.
There are two types of liquidation:
a. Members’ Voluntary Liquidation (MVL)
For solvent companies that can pay their debts within 12 months.
Steps:
- Directors make a Declaration of Solvency.
- A liquidator (usually a certified public accountant) is appointed.
- The liquidator settles liabilities, distributes remaining assets, and files the Final Accounts of Winding Up.
- Once IRAS and ACRA approve, the company is officially dissolved.
b. Creditors’ Voluntary Liquidation (CVL)
For insolvent companies that cannot pay debts in full.
Creditors play a major role — they appoint the liquidator and receive reports on asset realization.
⚠️ Note: Directors must not strike off an insolvent company. Doing so can be deemed misconduct and result in penalties or disqualification.
3. Comparison: Striking Off vs Closing Properly
CriteriaStriking OffVoluntary LiquidationPurposeFor dormant, debt-free companiesFor companies with assets or debtsCostLow (filing fee only)Higher (liquidator fees apply)Duration~4–6 months~9–18 monthsInvolvementSimple ACRA filingRequires appointed liquidatorPost-Closure RiskCan be reinstated if debts appear laterFully wound up, minimal future risk
In short, striking off suits simple, inactive SMEs, while liquidation suits businesses with more complex finances or creditor obligations.
4. Pre-Closure Checklist
Before applying for either method, ensure:
- All ACRA filings (Annual Returns, AGM minutes, registers) are up to date;
- IRAS tax clearance has been obtained;
- CPF contributions are fully paid;
- Bank accounts are closed; and
- Assets or IP rights are transferred out of the company.
Even if the business is no longer operational, ACRA and IRAS can still impose penalties for missed filings if the company remains registered.
5. Common Mistakes SMEs Make When Closing
- Skipping final bookkeeping — even dormant companies must maintain accurate records until dissolution.
- Overlooking IRAS filings — a company must file a final tax return (Form C-S/C) and settle outstanding tax before closure.
- Leaving the bank account open — it suggests continued business activity and may delay approval.
- Applying for strike-off with unpaid debts — this can lead to rejection or reinstatement later.
- Ignoring employee obligations — all CPF, salary, and benefits must be paid before winding up.
6. How ccMonet Helps Simplify the Closure Process
Closing a company often means consolidating years of financial and statutory records — a tedious process if handled manually.
With ccMonet, SMEs can:
- Retrieve all invoices, receipts, and transaction data in one system;
- Generate clean, accurate ledgers for IRAS and ACRA filings;
- Reconcile outstanding payments before strike-off or liquidation;
- Maintain secure digital records for the required retention period (5 years);
- Access expert accounting support to confirm solvency and compliance before submission.
Whether you’re winding down or restructuring, ccMonet ensures a smooth, compliant transition — without missing a single statutory step.
7. Key Takeaways
- Striking off is ideal for inactive, debt-free companies.
- Voluntary liquidation is necessary for companies with assets, debts, or complex affairs.
- Always settle IRAS and CPF obligations before applying.
- Keep digital copies of all financial and compliance records for at least 5 years post-closure.
- Using tools like ccMonet streamlines reconciliation, documentation, and compliance tracking.
Conclusion
Ending a company responsibly is as important as running it well.
By understanding ACRA’s closure pathways — and ensuring financial and compliance records are in order — SME owners can avoid future liabilities and preserve their professional reputation.
👉 Make company closure simple, accurate, and compliant with ccMonet — the AI-powered accounting and governance platform trusted by Singapore SMEs.