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A dormant company in Singapore has no business activity and no income for the whole period. It does not disappear from the register. ACRA still expects an annual return, and IRAS still expects a tax form by 30 November unless it has granted a waiver. Skipping them is how dormant companies collect penalties.
Checked against ACRA and IRAS pages.
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What counts as dormant?
Two agencies use two tests, and a company can pass one and fail the other.
| IRAS | ACRA | |
|---|---|---|
| Test | Does not carry on business and has no income for the whole basis period | No significant accounting transactions in the financial year |
| Owning investments | Allowed, as long as they produce no income | Not addressed in the same way, the test is on transactions |
| Why it matters | Which tax form you file and whether a waiver is possible | Whether you can skip financial statements |
An accounting transaction, in ACRA's words, is one that affects the financial statements. Paying the registered address bill is a transaction. A company that pays an accountant, a secretary or rent in the year has activity and may not be dormant for ACRA, even if it earns nothing. Check this with your accountant before you claim any exemption.
IRAS gives an example of a company that owned shares, property and fixed deposits but earned nothing from them. It counted as dormant for tax and could file the short form.
What does a dormant company still have to file?
| Filing | Who | Rule |
|---|---|---|
| Annual return | ACRA | Every year. 7 months after year end for a non-listed company, 8 months with share capital and an overseas branch register. Fee S$60. |
| Tax return | IRAS | By 30 November, unless a waiver is granted. Short Form for Dormant Company available. |
| Financial statements | ACRA | Filed with the annual return, unless the dormant relevant company exemption applies. |
| Audit | Companies Act | Not required for a dormant company. |
Company directors carry the duty. The annual return page explains the AGM and the deadlines. ACRA also reminds companies that filing the annual return does not replace filing with IRAS.
Can a dormant company skip its financial statements?
Sometimes. Section 201A of the Companies Act lets a dormant relevant company skip preparing and filing financial statements. It has to meet all these:
- Total assets did not exceed S$500,000 at any time during the financial year. A parent company tests the whole group's consolidated assets against the same S$500,000.
- The company has been dormant since it was formed, or since the end of the previous financial year.
- It is not a listed company and not a subsidiary of a listed company.
ACRA also states that a dormant company is exempt from audit, and that this is not limited to private companies. The audit exemption page covers the separate small company route. An exemption from audit does not remove the financial statements duty unless the dormant relevant company rules apply.
How does a dormant company file tax with IRAS?
A dormant company files the Form for Dormant Company on myTax Portal. It has two essential fields and takes about 5 minutes. The company does not send its financial statements with it. The person filing must be an Approver for Corporate Tax (Filing and Applications) in Corppass and hold Singpass. The Corppass page shows how to give that access.
If a company has any income during the period, even interest, it is no longer dormant for tax. Then it files Form C-S or Form C. See the Form C-S page. If business or income restarts after a waiver, you must tell IRAS within 1 month using its Recommencement of Business form.
Can a dormant company get a waiver from filing tax returns?
Yes, if it meets all four IRAS conditions.
- It is dormant and has filed its returns, accounts and tax computations up to the date business ceased.
- It owns no investments such as shares, property or fixed deposits. If it does own some, it must earn nothing from them.
- It was deregistered for GST first, if it had been registered.
- It has no intention to restart business within the next 2 years.
You apply on myTax Portal through the Apply for Waiver/File last Form C-S/C (Dormant/Striking Off) service. IRAS no longer takes paper applications, with one exception: if the sole director has died or is bankrupt, the company can write in. After you apply, you have 21 days to file any outstanding returns up to the cessation date, or the waiver is rejected. IRAS tells you the outcome within 2 months for online applications and within 3 months for written ones. Complex cases take longer.
What does it cost to keep a company dormant?
ACRA's annual return fee is S$60. That is the only official fee in this guide that applies every year. Other costs have no official figure, because they depend on who you use: a registered address, a company secretary, an accountant to prepare the filings, and a director with the right residency. The registered address page and the corporate secretary page explain what the law requires. A company with no activity still needs a secretary and a local resident director.
Keep it dormant or strike it off?
Keep it when you will use the entity again soon, for example a company registered ahead of a project. Close it when you do not expect to. Striking off is free to apply for and ACRA approves it immediately or within 14 days if another body must endorse. The company must have stopped trading or never started, owe nothing and own nothing, have no charges or legal cases, and have no unresolved issue with any government agency. See the strike off page for the full list and the time between approval and removal.
Do not let a dormant company slide into neglect. Late annual returns carry penalties, and unfiled tax returns invite an estimated assessment from IRAS.
If you want an accountant or corporate secretary to look after a dormant company or close it, use the quote form on this page. We pass your request to suitable providers.
Sources
- IRAS, Dormant Companies, https://www.iras.gov.sg/taxes/corporate-income-tax/dormant-companies-or-companies-closing-down/dormant-companies (definition, short form, waiver conditions, 21 days, processing time).
- ACRA, Requirements and exemptions for filing financial statements, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-financial-statements-in-xbrl-format/requirements-exemptions/ (dormant relevant company, S$500,000 test).
- ACRA, Annual return deadline requirements, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-annual-returns-companies/deadline-requirements/ (deadlines, dormant companies still file, tax filing separate).
- ACRA, Audit exemptions, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/preparing-financial-statements/audit-exemptions/ (dormant company exempt from audit).
