Playbook: Strike off a dormant company

When you meet it

A client tells you the company has stopped trading, has no ongoing business, and they want to close it down cleanly rather than pay for another year of compliance. Striking off is the usual route for a genuinely dormant company with no outstanding liabilities — as opposed to a formal winding-up, which is for companies with debts or disputes to settle.

Legal basis

Striking off a company is provided for under the striking-off provisions of the Companies Act 1967 — the exact section is to be confirmed by counsel; not legal advice. This playbook deliberately does not cite a section number for it.

While the company still exists and until it is struck off, the ordinary rules still apply — including section 145(1) of the Companies Act 1967, which requires at least one director ordinarily resident in Singapore. Do not let the resident-director requirement lapse just because the company is being wound down.

As the appointed CSP, your firm’s obligations under the Corporate Service Providers Act 2024 continue for this client file — including keeping customer due diligence and engagement records for at least 5 years after the relationship ends.

The standard steps

Before an application is made, work through the practical pre-conditions. These are the checks a CSP applies in practice — treat them as a readiness checklist, not quoted law:

• No outstanding tax owed to IRAS.
• No pending or overdue annual returns.
• No ongoing litigation involving the company.
• No assets left to distribute to members.
• The company is dormant — not carrying on any business.
• The company still has at least one director ordinarily resident in Singapore for as long as it exists.

Before you start — prerequisites, materials & parties

• Prerequisites: the readiness checklist is clean (no outstanding tax, no pending annual returns, no litigation, no assets left, genuinely dormant); the company still has a resident director; and the members support closing the company.
• Materials: confirmation of tax clearance from IRAS, evidence the annual returns are up to date, a statement that assets have been dealt with, and the board/members' resolution supporting the application.
• Parties: the directors and members, IRAS (tax position), any creditors (who could object), and ACRA (which strikes the company off after the process).

Common pitfalls & edge cases

• Undischarged debts or a pending claim. Striking off is for a company with no outstanding liabilities. If there is a debt or a live dispute, striking off is the wrong route — a creditor can object, and a struck-off company can even be restored to pursue a claim. Resolve it, or consider winding up instead.
• Assets not distributed first. Any remaining assets should be dealt with before striking off — assets left in a struck-off company can vest in the state (bona vacantia) and are hard to recover.
• Pending or overdue annual returns. An outstanding AR is a common blocker. Bring filings up to date before applying, or the application is likely to be rejected or objected to.
• Resident-director requirement lapsing mid-process. The company still exists until it is struck off, so section 145(1) still applies. Do not let the last resident director resign before the company is actually struck off.
• Confusing striking off with winding up. Striking off suits a clean, dormant company; winding up is for companies with debts, disputes or assets to realise. Using the wrong process wastes time and can be rejected.
• Objection window and restoration. After an application, there is a period in which parties can object, and a struck-off company can later be restored. Manage the client's expectation that "struck off" is not instantly final.
• CSP record-keeping continues. Your firm's CSP Act obligations — keeping CDD and engagement records for at least 5 years — continue after the relationship ends. Do not purge the file on strike-off.

Timing & sequence

• Clear the checklist (tax, ARs, litigation, assets, dormancy) → keep the resident director in place → pass the supporting resolution → file the striking-off application → ACRA processes it through an objection window before striking the company off.
• This playbook does not assert a specific statutory number of days for the process — the timeline (including any objection/notice period) is to be confirmed by counsel; not legal advice.

In CorpSec AI

CorpSec AI turns the pre-conditions above into a checklist inside the task, so nothing gets missed before the application goes in.

1. Create the taskIn the left panel click + New task, choose the company, and pick the striking-off task type. Add context such as why the company is being closed.
2. Work through the readiness checklistCorpSec AI checks the pre-conditions against what is on file — outstanding tax, pending annual returns, litigation, remaining assets, and dormancy — and flags anything that needs resolving first.
3. AI drafts the board resolution and applicationReview the draft in the Document tab. To change wording or details, select the text and comment — the AI applies just that pinpoint edit.
4. Four-eyes approvalThe resolution routes to a different, suitably senior colleague for approval before it goes out for signature.
5. Collect signaturesThe Signing tab creates a signing link for each signatory. Track Signed/Pending and remind anyone outstanding.
6. File the applicationThe filing step records the lodgement of the striking-off application. Live BizFile submission is roadmap — this step records that the application was filed, it does not submit to ACRA automatically.