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Does a Dormant Company Need to File an Annual Return with ACRA

Does a Dormant Company Need to File an Annual Return with ACRA


Even dormant companies need to file an annual return with ACRA in Singapore, as long as the company remains a "live" entity.  This is the case even if the company is exempt from filing an income tax return with IRAS.  |https://www.acra.gov.sg/how-to-guides/setting-up-a-local-company/what-you-have-to-file-each-year|


There are some exemptions to filing financial statements with the annual return for dormant companies, but the annual return itself must still be submitted.  You can find more information on the requirements for filing annual returns for dormant companies on the ACRA website https://www.acra.gov.sg/how-to-guides/setting-up-a-local-company/what-you-have-to-file-each-year.


Is Dormant Company Required to File Annual Return


In Singapore, dormant companies are required to file an annual return with the Accounting and Corporate Regulatory Authority (ACRA) even if:


  • They have no income or business activities.

  • They have been granted a waiver to file an income tax return with IRAS.


This filing is mandatory as long as the company remains a "live" entity on the ACRA register.  There may be exemptions to filing financial statements with the annual return for dormant companies, but the annual return itself must be submitted.


Does a Dormant Company Need to File Financial Statements


In Singapore, a dormant company may be exempt from filing financial statements with its annual return to ACRA, but it depends on two conditions:


  1. Dormant Status: The company must have been dormant throughout the financial year or since its formation.

  2. Substantial Asset Test:  The company's total assets must not exceed S$500,000 at any point during the financial year.  For parent companies, this applies to the consolidated total assets of the group.


If a dormant company meets both of these conditions, they are exempt from filing financial statements with ACRA. However, they are still required to file the annual return itself.


Here are some resources for further information:



Do Dormant Companies Need to File Annual Accounts


Dormant companies in Singapore may be exempt from filing financial statements with their annual return to ACRA, but only if they meet certain conditions.


Here's a breakdown:


  • Exemption applies if:

  • The company has been dormant throughout the financial year or since its formation.

  • The company's total assets do not exceed S$500,000 at any point during the financial year (this applies to the consolidated total assets of the group for parent companies).

  • Even with the exemption: Dormant companies are still required to file an annual return with ACRA.


For more details, you can refer to these resources:



Is AGM Required for Dormant Companies in Singapore


The requirement for an Annual General Meeting (AGM) for dormant companies in Singapore depends on a few factors:


General Rule:  In most cases, even dormant companies need to hold an AGM.


Exemptions: There are some exemptions, but they come with safeguards:


  1. Financial Statements Sent to Members:  If the company sends its financial statements to all members within 5 months of the financial year-end, an AGM may not be required. However:

  • Any member can still request an AGM within 14 days before the end of the 6th month after the financial year-end. The company directors must then hold an AGM within 6 months of the request.

  • If a member or auditor requests a meeting to discuss the financial statements after they are sent out, the company must hold a meeting within 14 days of the request.

  1. Private Dormant Relevant Company: A specific type of dormant company, a private dormant relevant company, is exempt from needing an AGM and preparing financial statements altogether. This applies if the company is:

  • Private and dormant

  • Not listed on a stock exchange (and not a subsidiary of a listed company)

  • Has total assets of S$500,000 or less (consolidated for parent companies)


Important Note: Even if a dormant company qualifies for an exemption from holding an AGM, they are still required to file an annual return with ACRA.


Here are some resources for further information:



What are the Criteria for Dormant Company in Acra


According to the Accounting and Corporate Regulatory Authority (ACRA) in Singapore, a company is considered dormant if it meets the following criteria:


  • No Accounting Transactions: The company has not conducted any business activities and has had no accounting transactions during the financial year. This excludes transactions solely related to maintaining the company's status, such as filing fees.


However, simply not having income or business activities doesn't automatically make a company dormant. There are additional considerations:


  • Dormant Since Formation or Previous Year-End:  The company must have been dormant throughout the entire financial year or since the end of the previous financial year.


Additionally, while dormancy is determined by ACRA, there might be an overlap with the definition used by the Inland Revenue Authority of Singapore (IRAS):


  • IRAS Definition: IRAS may also classify a company as dormant if it has not received any income for a specific period.


It's important to note that these are separate classifications, and meeting the criteria for one doesn't guarantee meeting the criteria for the other.


How to Consider as a Dormant Company in Singapore


Here's a breakdown of how a company is considered dormant in Singapore, considering both ACRA and IRAS:


From ACRA's Perspective (focuses on business activity):


A company is considered dormant by ACRA if it meets both of these conditions:


  1. No Accounting Transactions: The company hasn't conducted any business activities and hasn't had any accounting transactions during the financial year, excluding transactions related to maintaining the company's status (filing fees, etc.).

  2. Dormant Status: The company must have been dormant throughout the entire financial year or since the end of the previous financial year.


From IRAS's Perspective (focuses on income):


A company may be considered dormant by IRAS if it meets this condition:


  • No Income: The company hasn't received any income for a specific period of time (even if it incurs expenses).


Key Points:


  • These are separate classifications. A company might be dormant for ACRA but not IRAS (if it had some expenses).

  • Meeting the criteria for one authority doesn't guarantee meeting the criteria for the other.


Here are some resources for further information:



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