The Long & Tedious “Technical” Process Of Striking Off Your Company
Looks like “dark cloud” is currently hovering over our economy!
Just this week my firm has received 3 enquiries to strike off their companies!
The whole process of striking-off a company can be very technical, let me try to put in simple layman’s term here…
ACRA may approve the application for strike off if it has reasonable cause to believe that the Company is not carrying on business & able to meet the following criteria :
1. The company has not commenced business since incorporation or has ceased trading ;
2. The company has no assets & liabilities (current/future) ;
3. The directors have obtained the written consent of the majority of the shareholders.
4. The company has submitted the latest unaudited balance sheet ;
5. The company has no outstanding tax liabilities with IRAS ;
6. The company has no outstanding employers’ CPF contributions owing to the Central Provident Fund Board (CPFB).
7. The company has no outstanding debts owed to any other government agency ;
8. There are no outstanding charges in the Charge Register.
9. The company is not involved in any court proceedings (within or outside Singapore).
It is also advisable for the Company to file all the outstanding Annual Returns, if any, before submitting an application for striking off.
The whole striking off process would involve final Bookkeeping, Tax Clearance, CPF clearance, & Corporate Secretarial filings with ACRA.
Let’s get started…
The whole strike-off process comprises :
1. Bookkeeping & Preparation of unaudited Final set of Accounts ( ie, basis period for final Year of Assessment, and Management Accounts up to the date of striking off application ) to be accepted by the Directors
2. Annual Returns filing to ACRA, with Resolution ( to fulfil outstanding Annual Return compliance )
3. Final set of Tax Computation, Supporting Tax Schedules and Form C/C-S to IRAS, & obtain confirmation that the company has no outstanding tax liabilities with IRAS ;
4. Striking Off Process application to ACRA ( inclusive of all governmental fees ).
This process would encompass the following action items …
Time spent for ACRA lodgement, EGM documents including :
* declaration from directors,
* Consent Letter from shareholders,
* letter from directors to apply striking off,
* preparation of Letter of Authorisation of Corporate BackOffice Pte Ltd ( CBO ) to lodge to ACRA for this Striking-Off process, and
* also if necessary, letter of waiver for any debt owed to/by third party, follow up on original signed document including seeking from IRAS for the tax clearance,
* Clearances from CPF Board, Clearance from your Corporate Secretary regarding Charge Register, just to name a few.
* Handling enquiries from ACRA and IRAS on your behalf
* Resolution & Letter to close bank account of Your company
* Closely follow up with you till the company is struck off
Please note that the entire striking off process will take approximately four (4) months to complete (after the submission of the application with ACRA).
Please also note that if any creditors/person feels aggrieved by the application for the striking of the Company, they may apply for court order to restore the Company within Six (6) years from the date of striking off.
The corporate shareholder may hold its meeting to note the striking off its subsidiary and authorise any person to sign any documents of the Company for on and behalf of the corporate shareholder.
Documents maybe signed after the holding of the meeting of the shareholders
In the mean time, you would need to check with your company secretarial agent for the latest certificate of appointment of corporate representative issued for any attending any agm/egm of the company.
You would need to provide a copy of the said certificate to CBO in order for CBO to determine who can sign the EGM documents on behalf of Corporate Shareholder.
In normal circumstances, a company usually ensure management accounts are ready and all assets and liabilities are already clear off.
Thereafter, company would liaise & seek tax clearance from IRAS and other relevant government body.
Once the company meets its criterias, the company will proceed with the preparation of striking of documents.
After documents are signed, CBO shall apply the application with ACRA.
Once the application is approved, ACRA will send a striking off letter to
1. the company’s registered office address,
2. its officers (directors and company secretary) at their residential address and
3. to IRAS.
If there is no objection, ACRA will publish the name of the company in the Government Gazette. This is known as the First Gazette Notification.
After 60 days from the First Gazette Notification, if there is no objection, ACRA will publish the name of the company in the Government Gazette again and the name of the company will be struck off the register.
The date that the company is struck off will be stated. This is known as the Final Gazette Notification.
The entire process will take at least 4 months
Hope this clarifies. Otherwise, we welcome your enquiries.
However, CBO wishes everyone here Good & Prosperous business forever!
If you need help, feel free to contact us at :
(O) +65 63851011
(M) +65 90880669
