Striking Off vs Winding Up: The Two Ways to Close a Singapore Company
Last updated: 6 September 2026 · Author: SBC Team
Singapore gives you two ways to close a company, and your situation decides which one you can use. Striking off is an administrative removal from the register by ACRA, the Accounting and Corporate Regulatory Authority. It is open only to a dormant, solvent company with no assets, no liabilities and nothing outstanding at ACRA or the tax authority. Winding up is a formal legal process run by a liquidator, and it is the route whenever the company still holds assets, owes money, or has a creditor pursuing it. You don’t pick freely — the criteria pick for you.
This guide covers the full ACRA striking-off criteria, the procedure and how long it runs, the three forms of winding up under the Insolvency, Restructuring and Dissolution Act 2018, and the obligations that survive closure either way.
The Core Distinction
Striking off removes a company’s name from the register. Nobody investigates its affairs, realises assets, or adjudicates creditor claims — an eligible company is not supposed to have any of those left. The legal basis is section 344A of the Companies Act 1967.
Winding up is a legal process. A liquidator takes control from the directors, sells the assets, verifies creditor claims, pays them in the order the law sets, distributes any surplus to shareholders, then dissolves the company. It runs under the Insolvency, Restructuring and Dissolution Act 2018 (the IRDA). So if anything is left to deal with — a bank balance, a debtor, an unpaid supplier, a lease, a dispute — striking off is closed to you.
The ACRA Striking-Off Criteria in Full
ACRA approves a striking-off application only if every one of these is true at the date of application:
- The company has ceased trading, or never commenced business since incorporation.
- It has no outstanding tax liabilities with IRAS, the Inland Revenue Authority of Singapore, and no outstanding debts to any other government agency.
- All filings due to ACRA are up to date, with no outstanding penalties or offers of composition.
- It is not party to any legal proceedings, in Singapore or elsewhere.
- It has no assets and no liabilities at the date of application, and no contingent assets or liabilities that could arise later.
- There are no outstanding charges in the charge register.
- The directors — all, or the majority — authorise the application.
Two of these catch people out. A corporate bank account with money in it is an asset, so the account must be emptied and closed first. And contingent liabilities count: a customer warranty, a guarantee the company issued, an unresolved tax position. The criteria are published at acra.gov.sg, and applications are filed through BizFile at bizfile.gov.sg by a director, the company secretary, or a registered filing agent.
How Striking Off Works, Step by Step
- Application. Filed through BizFile, confirming every criterion above is met.
- ACRA review and approval. ACRA checks the filing and tax position. Anything outstanding means rejection, and you fix it before reapplying.
- Striking-off notice. ACRA notifies the company at its registered office, each director, the company secretary and IRAS. This opens the first objection window.
- Gazette publication. If nobody objects, ACRA publishes the name in the Government Gazette — the first gazette notification, opening a longer second window.
- Final gazette and removal. If that window closes without objection, a final gazette notification follows and the name is struck off.
ACRA’s guidance is that the process takes at least three months after ACRA approves the application, assuming no objection. Treat that as the floor. A company with a late annual return spends longer getting to the starting line than it spends in the process.
Who Can Object
Anyone can object during either window, through BizFile. In practice objectors are unpaid creditors, IRAS where a return or balance is outstanding, another government agency, or a party to litigation involving the company. An objection suspends the striking off and gives the company a defined period to resolve the issue. So striking off is not a way to escape a debt — one creditor who notices the gazette can stop it.
Striking Off Is Not Absolutely Final
A struck-off company can be brought back. Under the Companies Act 1967, a person aggrieved by the striking off — a creditor, a member, or a liquidator — may apply to the court to restore the company to the register within six years of the striking-off date. ACRA also operates a narrower administrative restoration route. A claim discovered two years later is therefore not extinguished, which is why settling liabilities rather than abandoning them is what makes a closure durable.
Winding Up: Three Routes
All three run under the IRDA. Which applies depends on solvency and on who initiates it.
Members’ Voluntary Winding Up
The route for a solvent company that cannot be struck off — because it has assets to distribute, contracts to close out, or a structure needing a formal record of solvent dissolution. It begins with a declaration of solvency: a majority of the directors declare, at a directors’ meeting, that they have made a full inquiry into the company’s affairs and believe it can pay its debts in full within a period not exceeding 12 months from the start of the winding up. The declaration is lodged with ACRA. Shareholders then pass a special resolution to wind up and appoint a liquidator. Signing that declaration without reasonable grounds carries personal consequences.
Creditors’ Voluntary Winding Up
Same voluntary starting point, different solvency position. Where the directors cannot declare solvency, the company convenes a meeting of creditors alongside the members’ meeting. Creditors receive a statement of the company’s affairs and have a say in who is appointed liquidator. Control shifts from shareholders to creditors.
Compulsory Winding Up by the Court
Here the company does not decide. A creditor — or a shareholder, the company itself, or a regulator — applies to the General Division of the High Court for a winding-up order, usually on the ground that the company cannot pay its debts. Under the IRDA, a company is deemed unable to pay its debts where a creditor owed more than S$15,000 serves a statutory demand and the company fails to satisfy it within three weeks. The court then appoints a liquidator and the directors’ powers cease.
What a Liquidator Does
The liquidator, generally a licensed insolvency practitioner, takes custody of the assets and records, notifies creditors and invites proofs of debt, adjudicates the claims, realises the assets, and distributes the proceeds in the statutory order of priority. Employees’ wages and Central Provident Fund (CPF) contributions, and certain tax debts, rank ahead of ordinary unsecured creditors.
At the end the liquidator holds a final meeting and lodges the return with ACRA and the Official Receiver; the company is dissolved three months later. The liquidator also has a duty to investigate the company’s affairs and report misconduct. That is why winding up costs more and takes longer — you are paying a professional to examine the company, not to file a form.
Striking Off vs Members’ Voluntary vs Compulsory
| Factor | Striking off | Members’ voluntary winding up | Compulsory winding up |
|---|---|---|---|
| Eligibility | Dormant or never traded; no assets, liabilities, charges or proceedings; filings and tax clear | Solvent; directors declare debts payable in full within 12 months | Unable to pay debts, or another statutory ground |
| Who runs it | Directors apply; ACRA decides | Liquidator appointed by shareholders | Liquidator appointed by the court; directors’ powers cease |
| Elapsed time | At least three months after ACRA approval | Commonly six to twelve months | Usually over a year, often more |
| Cost profile | Lowest — the ACRA filing, plus getting the company to qualify | Higher — liquidator’s fees, statutory advertising, meetings, final accounts | Highest — court application, legal representation, liquidator, duration |
| Reversibility | Court restoration within six years | Dissolution may be declared void within two years | Dissolution may be declared void within two years |
| Creditor position | There should be none; any creditor can object and halt it | Paid in full, per the declaration of solvency | Rank in statutory priority; unsecured creditors share the residue |
What Closing the Company Does Not Erase
Neither route wipes out obligations that attached to individuals rather than to the company.
- Personal guarantees. A guarantee a director gave over a bank facility, lease or supplier account is a contract with that director. Dissolving the company leaves it enforceable.
- Unpaid CPF contributions. Employee CPF contributions are recoverable from directors and other responsible officers under the CPF legislation.
- Unpaid tax. IRAS can pursue outstanding company tax and, in defined circumstances, look to those who controlled the company’s funds.
- Wrongful and fraudulent trading. The IRDA makes officers personally liable where the business was carried on to defraud creditors, or debts were incurred without reasonable prospect of payment.
Separately, a person who was a director of three or more companies struck off by the Registrar as defunct (under section 344 of the Companies Act, not on the company’s own application) within a five-year period is disqualified from acting as a director for three years, or five years for a repeat disqualification.
What You Must Do Before Either Route
- Settle the tax position with IRAS. File every return up to the date of cessation and pay any balance — guidance at iras.gov.sg.
- Cancel GST registration. Apply within 30 days of ceasing to make taxable supplies, and file the final return. GST has been 9% since 1 January 2024; the compulsory threshold remains S$1 million in taxable turnover.
- Deal with employees. Give contractual or Employment Act notice, pay final salary and accrued leave, and make the last CPF contributions on time.
- Cancel work passes with MOM. Employment Passes, S Passes and Work Permits are cancelled with the Ministry of Manpower once employment ends — see mom.gov.sg.
- Terminate leases and contracts. Office and equipment leases, software, insurance, and any supplier agreement with a notice period.
- Close the corporate bank account. Last, after tax and creditors are settled — it is usually the final asset standing.
- Keep the records. Accounting records must be retained for five years, and that obligation survives the company.
Sequence matters. Cancel work passes before the bank account, since you may still owe final salaries. Settle tax before closing the account, since refunds and payments both need somewhere to land. Our guide to closing a company in Singapore covers that sequence in more detail.
Choosing Between Them
Run the ACRA criteria as a checklist. Clear all of them and striking off is cheaper, faster and simpler. Fail even one — a debtor still owing money, a live dispute, a contingent warranty, an undistributed bank balance — and you either fix that item or accept that a members’ voluntary winding up is correct. If the company cannot pay its debts, the decision is already made. And if you are closing one entity while starting another, keeping a dormant shell alive is rarely cheaper: it still files annual returns and still needs a resident director. Our Singapore incorporation service covers that transition.
Frequently Asked Questions
Can I strike off a company that still has money in its bank account?
No. Cash in a corporate bank account is an asset, and ACRA requires the company to have no assets at the date of application. Deal with the balance, close the account, then apply. A live account is a common reason applications are rejected.
How long does striking off take in Singapore?
ACRA’s guidance is at least three months after it approves the application, running through the striking-off notice, the first gazette publication and the final gazette. That assumes no objection. Add the time needed beforehand to bring filings and tax up to date.
Is a struck-off company gone permanently?
Not necessarily. A person aggrieved by the striking off may apply to the court to restore the company to the register within six years of the striking-off date, and ACRA operates a limited administrative restoration route. A creditor who surfaces later can still reach the company.
What is a declaration of solvency?
A formal statement by a majority of the directors, made at a directors’ meeting and lodged with ACRA, that they have inquired into the company’s affairs and believe it can pay its debts in full within 12 months of the winding up starting. It is the gateway to a members’ voluntary winding up.
Does closing the company cancel my personal guarantee?
No. A personal guarantee is a contract between you and the lender, landlord or supplier, separate from the company. It survives both striking off and winding up, and stays enforceable against you after the company ceases to exist.
What happens if a creditor objects to my striking-off application?
ACRA suspends the process and allows a period for the company and the objector to resolve the matter. Resolve it and withdraw the objection, and the striking off continues. If not, ACRA does not proceed, and you settle the debt or wind up instead.
If the company you are closing is part of a wider restructuring — a new entity, a change of holding structure, or a Singapore base replacing an offshore one — we can handle the closure and the new registration together. See our Singapore incorporation services.
