Striking Off a Company

Striking Off a Company: A Comprehensive Guide

Striking off a company is the process of dissolving a business entity and removing it from the official records. This is often done when a company is no longer active or profitable.

Reasons for Striking Off a Company

There are several reasons why a company might choose to strike off:

• Inactivity: If a company has not been operating for a significant period.

• Financial Difficulties: When a company is unable to meet its financial obligations.

• Mergers or Acquisitions: When a company is merged with another or acquired by a larger entity.

• Change of Business Structure: If a company decides to restructure its business operations.

The Striking Off Process

The process of striking off a company typically involves the following steps:

1. Assessment of Eligibility: Ensure that the company meets the criteria for striking off, such as having no outstanding debts or liabilities.

2. Preparation of Notice: Submit a Notice of Striking Off to the Accounting and Corporate Regulatory Authority (ACRA) in Singapore.

3. Public Notice: The notice will be published in the Singapore Government Gazette to inform creditors and members.

4. Objection Period: A period will be provided for creditors and members to raise objections.

5. Resolution of Objections: If any objections are raised, they must be addressed before the striking off can proceed.

6. Issuance of Striking-Off Certificate: If no valid objections are received, ACRA will issue a Striking-Off Certificate, officially dissolving the company.

Important Considerations

• Outstanding Debts: Ensure that all outstanding debts and liabilities are settled before striking off.

• Tax Implications: Consider the tax implications of striking off, as there may be certain tax obligations to fulfill.

For more detailed information and specific requirements, please refer to the official guidelines provided by ACRA.

Requirements for Striking Off a Company in Singapore

A director may apply to ACRA to strike off the company's name from the ACRA's Register. ACRA may approve the application if there is reasonable cause to believe that the company is not carrying on business, and the company is able to satisfy the following criteria for striking off:

1. No Outstanding Debts or Liabilities:

• Financial Clearance: The company must have no outstanding debts or liabilities, including unpaid taxes, loans, or creditor claims.

• Debt Settlement: Any outstanding debts must be settled or arrangements made for their repayment.

The company has no existing assets and liabilities as at the date of application or contingent asset and liabilities that may arise in the future.

There are no outstanding charges in the charge register.

2. No Pending Legal Actions:

• Clear Legal Status: The company must not be involved in any ongoing legal proceedings, such as lawsuits or investigations.

• Resolution of Disputes: Any legal disputes should be resolved or have appropriate arrangements in place.

3. Submission of Necessary Documents:

• Notice of Striking Off: A Notice of Striking Off form must be submitted to the Accounting and Corporate Regulatory Authority (ACRA).

• Supporting Documents: Additional documents may be required, such as affidavits or certificates, depending on the specific circumstances of the company.

4. Compliance with Statutory Requirements:

• Corporate Act: The company must comply with all relevant provisions of the Companies Act.

• Regulatory Standards: Any specific regulations or guidelines applicable to the company's industry must be adhered to.

The company has no outstanding tax liabilities owing to the Inland Revenue Authority of Singapore (IRAS), no outstanding debts owed to Central Provident Fund (CPF) Board and is not indebted to any other Government Agency.

If the company is GST registered and is no longer carrying on a business, it has to apply for cancellation of GST registration with IRAS.

5. Authorisation from Directors:

• All/Majority of the director(s) authorise the applicant to submit the application for striking off on behalf of the company.

6. No Outstanding Statutory Returns:

• Up-to-Date Filings: All statutory returns, such as annual returns and financial statements, must be filed with ACRA.

• Compliance with Reporting Requirements: The company must comply with all reporting obligations.

The company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.

By meeting these requirements, a company can proceed with the striking-off process and officially cease its operations in Singapore.

Procedures Involved in Striking Off a Company in Singapore

The company director, the company secretary or the registered filing agent can submit an application to strike off the company. The process of striking off a company in Singapore involves several key steps:

1. Compliance Assessment:

• Review of Requirements: Ensure that the company meets all the necessary conditions for striking off, such as having no outstanding debts, liabilities, or legal actions.

• Documentation: Gather all relevant documents, including financial statements, statutory returns, and company records.

2. Pre-Striking Off Procedures:

• Closure of Accounts: Close any remaining bank accounts and settle any outstanding liabilities.

• Tax Implications: Ensure that all tax obligations are fulfilled and any necessary tax returns are filed.

3. Preparation of Notice of Striking Off:

• Form Submission: Complete the Notice of Striking Off form provided by the Accounting and Corporate Regulatory Authority (ACRA).

• Supporting Documents: Attach any required supporting documents, such as affidavits or certificates.

4. Submission of Application to ACRA:

• Online or Physical Submission: Submit the completed Notice of Striking Off form and supporting documents to ACRA either online or in person.

• Review and Processing: ACRA will review the application to ensure compliance with all requirements.

5. Notice to Officers and Members:

• Notification: Once the application is approved, ACRA may send a notice to all known officers and members at their address informing them of the intended striking off and their right to object.

• Objection Period: Allow a specified 30 day period for officers and members to raise objections.

6. Advertisement in the Gazette:

• Public Notice: After 30 days from the approval of the striking off application, if there is no objection, ACRA will advertise the intended striking off in the Singapore Government Gazette. This is known as the First Gazette Notification.

• Objection Period: A further 60 day period will be provided for officers and members to raise objections.

7. Resolution of Objections (if any):

• Addressing Concerns: If any objections are raised, the company must address them satisfactorily.

• Negotiations or Court Action: In some cases, negotiations or court proceedings may be necessary.

8. Issuance of Striking-Off Certificate:

• Approval: If no valid objections are raised and all requirements are met, 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.

• Certificate: A Striking-Off Certificate will be issued, officially declaring the company dissolved.

Timelines

The timeline for striking off a company can vary depending on several factors, including:

• Timely Response to Objections: If any objections are raised during the public notice period, resolving them can add to the timeline.

• ACRA Processing Time: The time taken by ACRA to review and process the application can also influence the overall duration.

Generally, the entire process can take anywhere from 4 months.

Fees Involved

There is no filing fee for this transaction.

How Bestar Can Assist in Striking Off a Company

Bestar, a reputable corporate secretarial services provider in Singapore, can offer valuable assistance in the process of striking off a company. Here's how we can help:

1. Compliance Assessment:

• Review of Statutory Requirements: Bestar will thoroughly assess your company's compliance with the Singapore Companies Act. This includes checking for any outstanding debts, unpaid taxes, or unresolved legal matters.

• Identification of Issues: We will identify any potential obstacles that could hinder the striking-off process.

2. Pre-Striking Off Procedures:

• Legal and Tax Implications: Bestar can provide guidance on the legal and tax implications of striking off a company.

• Closure of Accounts: We can assist you in closing your company's bank accounts and winding up any outstanding liabilities.

3. Documentation Preparation:

• Required Forms: Bestar can help you prepare the necessary forms and documents, such as the Notice of Striking Off and any supporting affidavits.

• Accurate Submission: We ensure that all documentation is submitted correctly and on time to the Accounting and Corporate Regulatory Authority (ACRA).

4. Communication with Authorities:

• Liaison with ACRA: Bestar will act as a liaison between your company and ACRA, handling all necessary communications and ensuring that your application progresses smoothly.

• Addressing Queries: We will address any questions or concerns raised by ACRA promptly.

5. Timely Updates:

• Progress Tracking: Bestar will keep you informed about the status of your striking-off application, ensuring that you are aware of any developments or requirements.

• Deadline Management: We will help you meet all deadlines and avoid unnecessary delays.

By entrusting the striking-off process to Bestar, you can benefit from our expertise and experience, ensuring that the process is conducted efficiently and in compliance with all relevant regulations.

To find out more information on striking off a company, contact Bestar.

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