How to Close a Struck-Off Singapore Company with a Remaining Bank Balance

A company should not normally reach the point of being struck off while it still has money sitting in a corporate bank account.

Under ACRA’s striking-off criteria, a company applying for strike-off should have stopped trading and should own nothing and owe nothing before the application is made.

That means a remaining bank balance should generally be dealt with before the company is struck off.

The situation becomes more complicated if the company has already been dissolved and the money was left behind.

This guide explains what directors should do in both situations.

First, Confirm Whether the Company Is Still Live or Already Struck Off

Before dealing with the remaining bank balance, check the company’s current status on ACRA.

There are two very different scenarios.

Why a Remaining Bank Balance Is a Problem Before Strike-Off

Before applying, directors should confirm that the company meets ACRA’s striking off criteria.

Among other requirements, the company should:

• have stopped trading or never commenced business;
• have no unpaid debts or unresolved issues with government agencies;
• have no outstanding charges in the charge register;
• not be involved in ongoing legal proceedings;
• not be subject to ongoing or pending regulatory action;
• own no remaining assets;
• owe no remaining liabilities; and
• have the required director consent for the application.

A corporate bank balance is still an asset.

That means a company with money remaining in its account has not yet reached the “owns nothing” position required for strike-off.

Deal With Liabilities Before Distributing Remaining Funds

Before directors consider distributing cash to shareholders, they should first establish whether the company still owes money.

Review items such as:

• trade creditors;
• employee entitlements;
• CPF obligations;
• taxes;
• professional fees;
• outstanding loans;
• leases or contractual obligations;
• bank charges;
• pending claims; and
• contingent liabilities.

A company should not distribute its remaining cash while known liabilities remain unresolved.

The objective is to establish a reliable final financial position before any remaining value leaves the company.

Resolve Tax Matters With IRAS

The company must settle all outstanding tax liabilities and obligations before applying for strike-off.

This generally includes filing the required Corporate Income Tax Returns up to the cessation of business and resolving any outstanding tax amounts.

An important point is that IRAS does not issue a tax clearance letter specifically for a strike-off application.

Instead, directors can review the company's latest Notice of Assessment and Statement of Accounts to check whether outstanding tax matters remain.

IRAS may object to the ACRA strike-off application if the company still has unresolved tax matters.

Do Not Close the Bank Account Too Early

There is an important balance here.

The company eventually needs to have no remaining assets, but IRAS also advises companies not to close their bank accounts until all outstanding tax matters have been settled.

This is particularly important where a tax refund may still be due.

If the company closes its bank account and IRAS later determines that a tax credit is payable, IRAS cannot simply redirect the refund to a director or shareholder.

If the company has already been dissolved, the tax credit may instead be transferred to the Insolvency Office, and shareholders may then need to pursue the appropriate claim process.

So the practical sequence is generally:

1. complete the required tax filings;
2. resolve outstanding tax liabilities;
3. check whether refunds or credits remain;
4. deal with remaining company liabilities;
5. deal lawfully with remaining company assets; and
6. close the account once the company no longer needs it.

How Should Remaining Funds Be Dealt With?

Once all liabilities and tax matters have been addressed, directors need to determine the appropriate way to deal with the remaining company funds.

The correct treatment depends on factors such as:

• the source of the funds;
• the company's share structure;
• the company constitution;
• whether there are different classes of shares;
• whether the payment is a dividend, return of capital or another form of distribution;
• applicable tax consequences; and
• whether strike-off or formal liquidation is the more appropriate closure route.

Directors should not assume that every remaining balance can simply be divided among shareholders without considering the legal basis for the distribution.

Strike-Off vs. Liquidation

Strike-off and liquidation are not interchangeable.

Strike-Off

Strike-off is generally suitable for an inactive company that:

• has stopped trading;
• has no assets;
• has no liabilities; and
• meets ACRA’s eligibility criteria.

It is designed for a company whose affairs have already been substantially cleared.

Liquidation

Liquidation is a formal process for winding up a company and dealing with its remaining affairs.

Where substantial assets remain or formal distributions are required, liquidation may sometimes provide a clearer route.

For a solvent company that can pay its debts in full but still has assets or capital to distribute, a Members’ Voluntary Liquidation (MVL) may be worth considering.

An MVL allows a solvent company to wind up formally, realise or distribute remaining assets and bring the company to an orderly conclusion.

Closing the Corporate Bank Account

Once all outstanding company matters have been settled and the remaining funds have been dealt with appropriately, the company can move towards closing its bank account.

Before closure, directors should consider:

• downloading final bank statements;
• identifying pending payments or receipts;
• cancelling recurring payments;
• cancelling unused cards or banking facilities;
• confirming whether bank fees remain outstanding;
• recording the final transfer of remaining funds; and
• obtaining confirmation of account closure where available.

These records should be retained with the company’s other closing documents.

What If the Company Has Already Been Struck Off?

If the company has already been struck off, the situation is different.

ACRA states that once the striking-off process is complete, the company:

• is removed from ACRA’s register; and
• no longer legally exists.

Former directors should therefore avoid trying to deal with remaining company assets as though the company were still live.

Depending on the circumstances, one option may be restoring a struck-off company.

ACRA states that a struck-off company may be restored within six years by Court Order.

After the relevant Court Order is filed through Bizfile and processed by ACRA, the company can return to “Live” status.

Restoration should not be treated as an automatic or purely administrative solution, however. The appropriate route depends on the asset involved and the reason restoration is required.

What Happens to Property Left Behind After Dissolution?

Where a company has been dissolved and property remains in the company’s name, the asset does not simply become available for former directors or shareholders to take.

Under Singapore’s insolvency framework, outstanding property belonging to a dissolved company can vest in the Official Receiver.

This can include movable or immovable property and other rights that had not been realised or dealt with before dissolution.

That is why remaining assets should be identified and resolved before the company is struck off wherever possible.

Trying to recover property after dissolution can be much more complicated than dealing with it while the company is still legally active.

What About Tax Credits After Dissolution?

IRAS specifically warns companies to deal with tax matters before closing their bank account.

Where a tax credit remains payable after the company has been dissolved, IRAS states that the tax credit will be paid to the Insolvency Office rather than to a director or shareholder.

Shareholders may then approach the Insolvency Office to claim the amount, subject to the applicable process and charges.

This is another reason not to rush the final bank-account closure.

Record-Keeping After the Company Is Struck Off

The obligations do not end immediately when the company disappears from ACRA’s register.

Former officers must ensure that the company’s books and papers are retained for at least five years after the date of dissolution.

Records worth retaining include:

• financial statements;
• accounting records;
• tax returns and tax computations;
• bank statements;
• proof of final payments;
• shareholder distribution records;
• directors’ resolutions;
• account closure confirmations;
• correspondence with IRAS and ACRA; and
• documents supporting the company’s strike-off.

Good records can become particularly important if questions arise after dissolution.

Practical Closing Checklist

Before applying for strike-off, directors should work through the company’s affairs in a logical order.

1. Stop Business Activities

Confirm that trading has genuinely ceased and there are no remaining operational commitments.

2. Identify Every Asset and Liability

Review cash, bank accounts, receivables, deposits, tax credits, equipment, creditor balances and possible future claims.

3. Settle Creditors and Statutory Obligations

Resolve debts, employee amounts, CPF obligations, tax liabilities and other commitments.

4. Complete Tax Filings

File the required returns and confirm that IRAS has no unresolved matters.

5. Confirm Whether Tax Credits Remain

Do not close the bank account prematurely if a refund may still be payable.

6. Deal With Remaining Assets

Determine the lawful treatment of the remaining bank balance and other assets.

7. Close the Corporate Bank Account

Once outstanding transactions and tax matters have been dealt with, complete the account closure and retain evidence.

8. Confirm the Company Owns and Owes Nothing

Only then should the company proceed with its ACRA strike-off application.

If Assets Are Significant, Consider Whether Strike-Off Is the Right Route

Strike-off is deliberately designed for companies with no remaining assets or liabilities.

If the company still holds substantial cash, investments, property or other assets, trying to force the company into a strike-off process may not be the best approach.

A formal solvent liquidation may provide a more structured way to:

• settle liabilities;
• realise assets;
• distribute remaining value;
• document the closure process; and
• bring the company to an orderly legal end.

The appropriate route should be considered before the company is dissolved, rather than after assets become difficult to recover.

Need Help Closing a Singapore Company?

The safest time to deal with remaining money is before the company is struck off.

Directors should confirm that taxes and creditors have been dealt with, determine the appropriate treatment of remaining assets and ensure the company meets ACRA’s strike-off requirements.

If the company has already been struck off while assets remain, restoration or another recovery process may need to be considered.

ClearView’s restructuring and insolvency professionals can assist with assessing the appropriate closure route, including strike-off, Members’ Voluntary Liquidation and other liquidation processes.

Frequently Asked Questions