Singapore Company Strike-Off Procedures
Please find below i) procedures followed by ACRA when striking off a Singapore company and ii) what Healy Consultants staff is required to do to minimize the probability of the same from happening.
Conditions for ACRA to decide to strike off a Singapore company
- Under Singapore Laws, ACRA can decide to strike off a company from the Registrar if it believes the company is not trading and has no operations;
- Monthly, ACRA prepares a list of companies not in good standing, those with outstanding financial statements, legal annual return (click link) and tax returns;
- To complete the above striking off process, ACRA investigations department must also try to verify with IRAS and the directors and shareholders of the Company the following is met:
- The Company i) stopped doing business in Singapore or overseas or ii) never did business since its registration;
- The Company is not involved in a Court case in Singapore or outside of Singapore;
- The Company has no outstanding fine or fee payable to the ACRA;
- The Company has no outstanding tax payment due to IRAS and;
- The Company has no outstanding payment due to another Singapore Government body;
- The Company has no other outstanding debt or charge.
- Important note: If the shareholders and directors do not timely answer to ACRA, ACRA will assume its assumptions are correct and can legally proceed with the strike off.
Procedures for strike-off by ACRA
- Because Singapore laws give time to the shareholders, directors and companies secretaries to decline a strike-off, the Government will i) take a minimum of three months to complete the same and ii) mail two notices to the Company;
- To complete Company striking-off, ACRA will proceed as below:
- Send a notice of no-objection to i) the Company at its registered address and ii) all directors, shareholders, company secretaries at their residential address as per the bizfile;
- After the receipt of the letters, the above officers have 30 days to confirm they object to the strike-off;
- If ACRA does not hear otherwise from them, ACRA will publish a notice of strike-off in the official first gazette of Singapore;
- A copy of such notice is also sent to the registered address of the Company;
- Unless the Company objects within the two following months, ACRA is then i) legally allowed to strike off the Company from the Registrar and ii) publish a notice of confirmation of the same in the Gazette.
What to do when Healy Consultants receives a strike off notice from ACRA
- ACRA sends strike-off letters by registered mail. Front desk to sign registered mail receipt and keep a copy for 4 years;
- Front desk to pass such an important letter to Aidan Healy and Simon and Karen;
- Within one week, Simon to inform Client and all shareholders and directors of the Company by email, with scan of the letter;
- Within 2 weeks, Simon to object to the Notice by i) filing a notice of objection through bizfile and ii) send the notice of objection by registered mail to ACRA office with delivery receipt;
- The above letter should preferably be signed by the active Director(s) of the Company. If not feasible, Aidan to sign off the letter.
Healy Consultants Group PLC obligations
- Striking-off of a company by ACRA is not the standard process and usually suggest that the Company and its directors are not meeting their legal obligations;
- Because of the above, ACRA is legally allowed to disqualify directors for a period of up to 5 years, if they have acted as directors for more than 3 companies which have been struck off over the past five years;
- To minimize legal and litigation risks for Healy Consultants resulting from the above, the renewal team must follow the above procedures:
- Ensure that the company particulars of a Company are at all time up to date with ACRA, including: i) the registered address and ii) the name(s) and registered address of all directors, shareholders and company secretaries;
- Ensure that our drop box folder includes signed forms for the above, preferably signed by i) at least one active director of each company or ii) if not available, by Aidan as professional passive nominee director and company secretary;
- At least three months at least before the filing deadline, email our Client i) a renewal invoice and ii) request for historic bank statements of the entity and iii) other information which may be required to prepare the financial statements;
- Then weekly follow ups until settlement of the above fees and provision of the requested information;
- One month before the renewal deadline, email our Client with i) draft annual return ii) renewal KYC checklist and re-engagement letter (if needed) and iii) draft financial statements, unless our Client confirms in writing he will supply us the latter;
- Two weeks before the renewal deadline, request our Client to e-sign financial statements and annual return.
- Important note: When the renewal team is unable to complete timely the above steps because of Client’s delays, the team to include the Client in a watchlist, sent weekly to Aidan, Karen and Simon.
Actions to be implemented when our Client does not timely cooperateIn situations where our Client does not timely cooperate with us, Healy Consultants to:
- Send weekly reminders to the Client then;
- Inform our Client our Firm i) will submit a complaint with ACRA and IRAS then and ii) Aidan will resign as director and company secretary then;
- Submit the reports to ACRA and IRAS then;
- Courier a a) notice of resignation from Aidan or b) company de-registration pack including the de-registration from, the waiver application form for dormant company and company dormant financial statement to i) our Client’s business address and ii) the shareholders and directors residential address by registered mail.
- Thereafter, either the Client appoints a new director or, in absence of an answer from the Client, Healy Consultants to submit a striking off request to ACRA.