How to close down a company in Singapore (without a headache)

• Prepare final financial statements and tax returns.
• Pay all tax obligations to the IRAS. IRAS will issue the Latest Statement of Accounts and Last Notice of Assessment for your striking off purpose
• Ensure no debts to any other government agency
• Ensure no pending proceedings, whether in Singapore or elsewhere

Ensure that all accounts receivable and payable have been collected and settled. If not, the creditors will file claims against your business for outstanding debts, which hinders your company's closure process.

Close the company's bank accounts and any associated payment gateways.

You should not close the bank accounts if

• You have not settled any outstanding debts or 
• You have unpaid money to government agencies
• You still have tax credit so IRAS can give back to your bank accounts

• Prepare company closure documents.
  • Board resolution - to be signed by all directors
  • Letter of Consent - to be signed by each shareholder
  • Letter of confirmation - to be signed by one director
• The company director, company secretary, or authorized filing agent can submit an online application through the BizFile+ portal using SingPass or CorpPass.
• The application must be complete with company information and the reason for closure.

• ACRA will review and assess the application.
• You have to resolve any objection within 2 months after the application submission
• The assessment process can take up to 4 months or longer if there are objections
• Once approved, the company closure process will commence.

ACRA will issue a suspension notice to the company's registered address and key officers, informing them that the company is in the process of being closed down.

After 30 days from the application approval date, and if there are no objections, information about the company will be published in the Government Gazette to ensure transparency and compliance in the closure process.

After the Government Gazette notification, the company's name will be removed from ACRA's Register of Companies after 60 days. ACRA will notify you and other key persons the exact date.

Upon completion of all steps and the specified timeframes, the Singapore company will be officially closed and cease to exist.

You can choose members' voluntary winding-up if all key persons/directors) believe the company can pay all its debts within 12 months of starting the process. 

The process for voluntary winding up is:

1. Declaration of solvency

• The majority of directors must sign the Declaration of Solvency, which includes a statement of affairs showing the company’s ability to pay its debts.

2. Extraordinary General Meeting (EGM)

• Start an EGM within five weeks to adopt resolutions for winding up the company, appoint liquidators, and approve their remuneration.
• Pass a special resolution for winding up the company and appoint a professional liquidator.

3. File and Advertise

• File the resolution with ACRA)within 7 days.
• Advertise the resolution in a Singapore newspaper within 10 days (in English, Chinese, Tamil, and Malay).

4. Tax clearance

• Notify IRAS for tax clearance by submitting the final set of management accounts and tax computations up to the date of business cessation.
• After receiving tax clearance from IRAS, you must decide on the final meeting date and publish the final advertisement.

5. Final meeting and account

• Once the winding-up process is complete, the liquidator prepares an account detailing how the process was conducted and how the company’s property was disposed of.
• The liquidator organize a final meeting to explain the account to those present.

6. Return filing

• Within 7 days after the final meeting, the liquidator must lodge a return with ACRA and the Official Receiver, including a copy of the account.

7. Dissolution

• The company will be dissolved 3 months after the return is lodged.
• Note that the court can declare the dissolution void within 2 years of the dissolution date.

This process ensures that all company affairs are handled correctly and transparently before the company is officially closed.

You can may opt for the Creditors’ voluntary winding up if all key persons/directors decide that the company cannot pay back its debts within 12 months of the process and and cannot file the Declaration of Solvency.

Here's how the process works:

1. Company application

• The company itself applies for winding up; it is not initiated by the creditors.

2. Creditors’ duties

• Say on winding up: Creditors have the right to vote on whether the company should be wound up.
• Appoint a liquidator: Creditors choose who should be appointed as the liquidator.
• Hold a creditors' meeting: A meeting of creditors is convened to discuss and decide on the winding-up process.

3. Meeting notice

• The notice of the creditors' meeting must be advertised in a Singapore newspaper at least 7 days before the meeting date.

4. Winding up by the order of the court

Unlike other types of winding-up processes, winding up by court order involves external parties applying to the court to have the company liquidated. This process can be initiated by:

• Any creditor;
• A liquidator;
• A judicial manager.

To start the process, an Originating Summons must be filed in court. The court may order the winding up of the company for reasons including:

• Failure to lodge statutory reports: The company has not submitted the required statutory reports.
• Failure to hold statutory meetings: The company has not conducted necessary statutory meetings.
• Inactivity: The company has not started a business within a year of its incorporation.
• Illegal purposes: The company has been used for illegal activities.

In certain circumstances, a Singapore company may be dissolved by a Court Order, such as an insolvent Company, etc, 

The Court may appoint a liquidator to handle the affairs of the Singapore company. If the Court does not appoint a liquidator, the Official Receiver will be the liquidator of the Singapore company.

The liquidator will file the necessary notices as required by the Companies Act / Insolvency, Restructuring and Dissolution Act.

The Simplified Insolvency Programme (SIP) offers a streamlined, cost-effective process for very small and small companies to wind up or restructure their business debts. SIP includes two distinct schemes:

1. Simplified Winding Up Programme (SWUP)

Purpose: Provides a simplified creditors' voluntary winding-up process for very small and small companies.

Eligibility: For companies that are insolvent, wish to cease trading and choose to wind up.

2. Simplified Debt Restructuring Programme (SDRP)

Purpose: Allows very small and small companies to restructure their debts while continuing operations to improve their financial situation.

If a foreign company’s Singapore branch stops its business or no longer has a place in Singapore, it must notify ACRA within 7 days. 

When a foreign company’s head office is dissolved or liquidated, the Singapore branch must also close.

 The branch’s authorized representative must file a notice of the company’s liquidation or dissolution using BizFile+.

ACRA will update its records to show that the branch has ceased operations. The foreign company will still be responsible for any taxes from before it stopped business in Singapore.

The foreign company can apply to ACRA for strike-off if it meets certain conditions:

1. The sole authorized representative must be replaced before they can resign.
2. The representative has not received any instructions from the company for at least 12 months after asking if the company wants to continue operations in Singapore.
3. If there is no authorized representative, a Registered Filing Agent must handle the filing.

Additionally, if the branch is registered for GST, it must apply to IRAS to cancel its GST registration.

When a foreign company’s head office is dissolved or liquidated, the Singapore branch must also close. The branch’s authorized representative must file a notice of the company’s liquidation or dissolution using BizFile+. The foreign company can apply to ACRA for strike-off if it meets certain conditions:

• The sole authorized representative must be replaced before they can resign.
• The representative has not received any instructions from the company for at least 12 months after asking if the company wants to continue operations in Singapore.
• If there is no authorized representative, a Registered Filing Agent must handle the filing.

Additionally, if the branch is registered for GST, it must apply to IRAS to cancel its GST registration.