Company Liquidation in Singapore

Company liquidation in Singapore is a rather complex procedure, which is why it is best to ask for support. Our company formation agents in Singapore can offer assistance in both types of liquidation procedures, so do not hesitate to reach out for guidance.

What are the main reasons for winding up a company in Singapore?

Each company operates based on specific indicators and has goals and objectives to complete. However, these objectives are not always met, and this is one of the reasons that can lead to a company being wound up.

The main reasons a Singapore company can be liquidated are:

1. the activities of the business are no longer profitable, and profit ceases;
2. the company is indebted, and it can no longer extinguish the debts;
3. shareholder disagreements can also lead to the winding up of a company in Singapore;
4. financial restructuring is also met in the case of many businesses;
5. dormant company owners no longer want to pay maintenance fees, and taxes are also often shut down;
6. offenses committed at the management level that breach the provisions of the company’s statutory documents can also lead to a company being closed down.

What are the main ways to liquidate a company in Singapore?

Company liquidation in Singapore can be:

• voluntary: when the decision is made by the shareholders or by the creditors;
• compulsory: when the decision is ruled by a Singapore court of law.

NOTE: In Singapore, it is also possible to close a company by striking it off the Companies Register. This procedure is available for private companies that do not have activities, assets or liabilities.

You can read about the company liquidation procedure in Singapore in the infographic below:

Who can demand the liquidation of a Singapore company?

The following:

• the shareholders;
• the creditors;
• any other party that has interests in the company.

What are the steps to liquidate a company in Singapore?

The following:

• decision-making procedure, which depends on the means of liquidation (it can be made by shareholders or by the court);
• appointment of the liquidator;
• document preparation and filing with ACRA;
• obtaining a tax clearance from the IRAS;
• publication of the liquidation notices in the Official Gazette;
• company dissolution.

Are there specific conditions for compulsory company liquidation in Singapore?

Yes. When the company is indebted, the debt must exceed SGD 15,000 owed to one or more creditors, and it is unable to pay it within 3 weeks after being notified.

NOTE: There are also other grounds based on which compulsory liquidation can begin without the company owing a specific amount of money.

What are the conditions for company strike off in Singapore?

Our Singapore company formation experts present below the conditions:

1. the company is no longer engaged in trading activities,
2. the company is not engaged in any lawsuits in or outside Singapore,
3. all assets, debts and liabilities of the company have been liquidated prior to the striking off procedure,
4. all company’s shareholders must agree to the striking off, and each one of them must submit a letter of consent for the procedure to start.

What does compulsory company liquidation entail in Singapore?

Compulsory liquidation of a Singapore company will occur with a court order. The court will appoint a liquidator that will see all business trading of the company is wound up.

If no liquidator is appointed, the Official Receiver will act as a liquidator. He will assess all the company’s assets and creditors’ claims and will decide on the best way to divide the assets.

Can foreign shareholders request a Singapore company’s liquidation?

Yes, considering full foreign company ownership is available in Singapore.

What are the documents to prepare for liquidating a company in Singapore?

The following:

• the resolution/decision for liquidation;
• the application form;
• the company’s last audited financial statements;
• the tax clearance certificate;
• the receipt issued by the Official Receiver in the case of compulsory liquidation.

NOTE: You can rely on our local specialists for the submission of the application, as this is a common practice in Singapore.

Our specialists in opening companies in Singapore invite you to watch this short video about the process of winding up a company in Singapore:

What authorities must I notify when closing a company in Singapore?

The following:

• ACRA – the Accounting and Corporate Regulatory Authority;
• IRAS – the Inland Revenue Authority in Singapore;
• CPF – the Central Provident Fund Board;
• all authorities the company has obtained licenses from.

Among the authorities to consider upon company liquidation in Singapore are the Monetary Authority (in the case of financial companies), the Customs authorities (in the case of trading companies), but also the Ministry of Manpower (MOM) in the case of companies that had foreign employees (work passes must be cancelled).

How long does it take to liquidate a company in Singapore?

You can expect:

• around 4 months for striking off;
• around 12 months for a voluntary procedure;
• more than one year in the case of compulsory liquidation.

Considering the complexity of the liquidation procedure, you can contact our representatives in company formation in Singapore for legal advice on the best course of action.