How to Strike Off a Singapore Company

How to Strike Off a Singapore Company 如何注销新加坡公司

Section 344 of the Companies Act gives the Registrar of Companies the power to strike off a company from the Register. In order to do this, the Registrar must have reason to believe that the company in question is no longer in business. 公司法第344条赋予公司司法常务官将公司从登记册上除名的权力。为了做到这一点,司法常务官必须有理由相信该公司已不再营业。

In order to be deemed no longer operational, your business should first settle all of its tax affairs. This means that any queries raised by the IRAS should be dealt with and all assessments should be paid. 为了被认为不再运作,你的企业应该首先解决所有的税务问题。这意味着IRAS提出的任何问题都应得到处理,所有的摊款都应支付。

If the company has previously applied for it, it should cancel its Goods and Services Tax (GST) registration. Singapore distinguishes itself from other jurisdictions by giving entrepreneurs many ways to settle their tax affairs quickly and cheaply online. To cancel GST, log in to myTaxPortal and fill out the appropriate application form online. Applications are normally processed on the day they are sent, but can take up to 10 working days in some instances. 如果公司之前已经申请过,就应该取消其消费税(GST)注册。新加坡不同于其他司法管辖区的地方在于,它为企业家提供了多种方式,让他们在网上快速、廉价地解决税务问题。要取消GST,请登录myTaxPortal并在线填写相应的申请表。申请通常在发送当天处理,但在某些情况下可能需要10个工作日。

Once your application has been accepted, the IRAS will inform you when your cancellation date is – this is day after which you should not collect GST. You should continue to charge GST and submit returns until this date. One day before your cancellation date, you will be issued a final form to file called GST F8, in which you should account for the GST incurred until the last day of business. You should also account for output tax on taxable assets (including capital assets and inventories) that you still own on the last day of GST registration. 一旦你的申请被接纳,税务局会通知你取消申请的日期,即你不应再收取消费税的日期。在此之前,您应该继续收取GST并提交申报表。在您的取消日期的前一天,您将会收到一份名为GST F8的最终表格,在这份表格中,您应该解释到营业的最后一天所产生的GST。你还应该考虑你在消费税登记的最后一天仍然拥有的应纳税资产(包括资本资产和存货)的销项税。

Businesses should also submit all their income tax returns, regardless of whether they are a small business that files Form C-S or a larger one that files Form C. If the company files Form C, this must include accounts and details of tax computation up to the date of the cessation of business. If the company is a small business that is eligible for Form C-S, they are not required to also submit accounts and details of how the tax was computed. Nevertheless, it is highly advisable to prepare these documents for the eventuality that the IRAS asks for them. Dormant companies that have not engaged in any trading activities are advised to apply for a Waiver of Income Tax Returns. 企业还应提交其所有所得税申报表,无论它们是提交C-S表的小企业还是提交C表的大企业。如果公司提交C表,这必须包括截至停业之日的账目和税务计算细节。如果公司是符合C-S表格要求的小型企业,则无需提交账目和如何计算税款的详细信息。尽管如此,最好还是准备好这些文件,以防万一IRAS需要它们。没有从事任何交易活动的不活动公司,建议申请豁免缴交所得税。

Entrepreneurs should be aware that they might run into difficulties if they close their company bank accounts before outstanding tax matters are settled. In particular, the IRAS will not pay out tax credits to companies whose accounts have been closed down. Instead, shareholders will have to approach the Insolvency and Public Trustee’s Office (IPTO), who will receive the funds on the shareholders’ behalf. 企业家应该意识到,如果在未解决的税务问题之前关闭公司的银行账户,他们可能会遇到困难。特别是,税务局将不向那些账户已被关闭的公司支付税收抵免。相反,股东将不得不与破产和公共受托人办公室(IPTO)接洽,后者将代表股东接受资金。

The IRAS will not issue a specific tax clearance letter to businesses applying to be closed, so companies should instead rely on their latest Notice of Assessment and Statement of Accounts to demonstrate the above. 税务局不会向申请关闭的公司发出特别的清税通知书,因此公司应以最新的评税通知书及账目结算书证明上述各项。

In addition to settling their tax affairs, companies must fulfill the following criteria: 企业除办理税务事项外,还必须具备以下条件:

  1. The company must have ceased trading or not have commenced business after incorporation. 公司成立后必须已停止营业或尚未开始营业。
  2. The directors must have obtained written consent from the majority of shareholders. 董事必须获得多数股东的书面同意。
  3. No current or contingent assets. 无流动或者或有资产。
  4. No outstanding liabilities with customers, banks, creditors, or any government agency. This includes liabilities such as Central Provident Fund (CPF) contributions. 没有与客户、银行、债权人或任何政府机构的未偿债务。这包括中央公积金等负债。
  5. No outstanding charges or involvement in court proceedings. This includes legal matters outside Singapore. 没有未了结的指控或参与法庭诉讼。这包括新加坡境外的法律事务。

If your business has been dormant since incorporation, you are additionally required to demonstrate that: 如你的公司自成立以来一直处于不活动状态,你须证明:

  1. No business transactions have taken place since incorporation. 自成立以来,未有任何商业交易。
  2. You have not opened a business bank account, or opened one and closed it without engaging in any transactions. 您没有开立过商业银行账户,也没有在没有进行任何交易的情况下开立并关闭过商业银行账户。
  3. Your business has not yet held an AGM. 你的公司还没有举行年度股东大会。

Note that in order to fall into this category, your business cannot be older than 18 months, since after this time the first AGM would have been due. 请注意,为了进入这一类别,您的企业不能超过18个月,因为在此之后的第一次年度股东大会将到期。

Mechanics of striking off a company 注销公司的技术细节

Once you have met all the preconditions, your company should submit an online application to ACRA to ask to be formally closed down. The application should be completed by a company director or secretary. Alternatively, businesses can engage a professional firm to complete it on their behalf. The entire process typically takes around five months. The application should include evidence that the company has no assets and liabilities remaining. If the company has not been dormant since incorporation, it should attach the latest set of financial statements. 一旦你满足了所有的先决条件,你的公司应该向ACRA提交一份在线申请,要求正式关闭。申请书须由公司董事或秘书填写。或者,企业可以聘请专业公司代表他们完成。整个过程通常需要5个月左右。申请书应包括公司无剩余资产和负债的证明。如公司自成立以来未曾停止营业,则应附上一套最新的财务报表。

Sometimes, the fact that your company is closing down will be met by resistance from creditors, shareholders or other interested parties. In this instance, the individual or body in question will need to lodge an objection with ACRA. If an interested party suspects that you are about to apply to have your business closed down, they are even able to apply pre-emptively for a “Notice of Attention to Lodge Objection to Future Striking Off Application.” This notice is valid for one year. If your business submits an application to be struck off within this time period, ACRA will notify the objector, who will then have an opportunity to make a formal objection. 有时,你的公司倒闭会遭到债权人、股东或其他利益相关方的抵制。在这种情况下,有关的个人或机构将需要向ACRA提出异议。如果利害关系方怀疑你即将申请停业,他们甚至可以先发制人地申请“注意事项通知”,对未来的注销申请提出异议。“本通知有效期为一年。如果您的企业在这段时间内提交了一份被注销的申请,ACRA将通知反对者,然后反对者将有机会提出正式反对。

If the company is able to resolve the objection within two months of submitting the application to be struck off, the objector should remove the objection. Removing an objection is free and will result in ACRA proceeding to move forward the the company’s application. If, however, the company is unable to resolve the matter within two months, its application will lapse. If it wishes to be struck off in future, it will have to submit a fresh application. 如公司能在提交申请后两个月内解决有关的反对,则反对人士须撤销有关反对。删除异议是免费的,并将导致ACRA程序推进公司的申请。然而,如果该公司不能在两个月内解决该问题,其申请将失效。如果公司希望在未来被注销,它将必须提交一个新的申请。

After it receives the company’s application, ACRA will process it within five working days. Once the application is approved, ACRA will send out a striking off letter to the IRAS, the company’s corporate officers and its registered address. 收到公司申请后,ACRA将在5个工作日内处理。一旦申请获得批准,ACRA将向IRAS、公司管理人员及其注册地址发送一封注销书信。

If there are no objections, ACRA will publish the name of the company in the Government Gazette one month after the date of the striking off letter. This is known as the First Gazette Notification. Three months after the First Gazette Notification, ACRA will publish the name of the company again in the Government Gazette. This is known as the Final Gazette Notification. The date that the company will be struck off will be stated. Both Gazette Notifications will be sent to the company’s registered address. 如果没有反对意见,ACRA将在删除信件后一个月在政府公报刊登公司名称。这就是第一次公报通知。在第一次公报通知后三个月,ACRA将在政府公报上再次公布公司名称。这就是最后的公报通知。公司被注销的日期将会被声明。两份公报通知均会寄往该公司的注册地址。

If, after your company has been closed down, you decide you’d like to start it up again, you should be aware that companies in Singapore can be restored. This can happen at any time, provided no more than 15 years have elapsed since the company was initially struck off. In order to restore your company, you will need to obtain a Court Order. After receiving this, you should file “Notification of Restoration of Company that has been Struck Off / Dissolved”. 如果在你的公司倒闭后,你决定重新开业,你应该意识到新加坡的公司是可以恢复的。这种情况随时可能发生,前提是该公司最初被关闭的时间不超过15年。为了恢复您的公司,您需要获得法院指令。收到此通知后,你应提交“已被注销/解散的公司复原通知书”。

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