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A members' voluntary liquidation is the formal route for closing a Singapore company that can pay all its debts. ACRA says directors must believe the company can pay them within 12 months of starting the winding up. You then make three filings in Bizfile and appoint a liquidator. Checked .
What is a members' voluntary winding up?
It is one of three kinds of winding up on ACRA's page for closing a local company.
| Type | Used when |
|---|---|
| Members' voluntary | Directors believe the company can pay all debts within 12 months |
| Creditors' voluntary | Directors believe the company cannot continue because of its debts |
| Compulsory | The Court orders it, for example when the company cannot pay its debts |
Only the first is for a healthy company. The reason to use it instead of a quick strike off is that a liquidator formally settles affairs, realises assets and pays out the members, under legal supervision.
What are the three ACRA filings?
All filings are made through the Bizfile winding up eService, and ACRA says a corporate service provider can file for the company. The order is fixed.
- Declaration of solvency. One or more directors make it. You enter the date the directors passed it, the names of the attending directors and attach a copy of the statement of affairs. There is no filing fee and processing is immediate.
- Notice of resolution. This records the members' resolution to wind up the company.
- Appointment of a liquidator. Enter the commencement date and at least one liquidator. ACRA charges S$20 and processes it immediately.
After the third filing the entity status in ACRA's records changes to "In-Liquidation, Members' or Partners' Voluntary Winding Up." Two messages arrive in the Bizfile inbox, one confirming the filing and one confirming the status.
What is a declaration of solvency?
It is the directors' written statement that the company can pay its debts in full within the period. ACRA's guide asks for the statement of affairs, the date the directors passed the declaration and the names of directors present. Because directors sign it, they should check the numbers first. We could not read the Insolvency, Restructuring and Dissolution Act section pages on Singapore Statutes Online, so we do not quote section numbers or penalties for a false declaration. Ask the liquidator or a lawyer.
Who can be the liquidator?
ACRA's liquidator filing accepts these types: local company, accounting LLP, audit firm, individual or the Official Receiver. You need the liquidator's name, identification, contact details and Insolvency Practitioner licence number. A firm liquidator also needs its UEN, and an individual gives a residential address. At least one liquidator is required, and more can be added in the same filing.
How much does it cost?
The only official amount is the S$20 filing fee for the liquidator appointment. ACRA does not publish liquidator fees, and we found no official schedule. Some firms publish figures on their own pages, and those vary with the work, so we do not repeat them. Get written quotes and ask what is covered:
- tax clearance and final tax filing, see corporate tax;
- closing the bank account and settling payroll;
- foreign subsidiaries or overseas assets;
- an expected timetable and what happens if it runs longer.
Should you use liquidation or strike off?
ACRA's line is simple. Strike off is for an inactive company that has no debts. Winding up is for one that has debts to settle. Strike off is free and approved immediately, or within 14 days if an endorsement is needed. ACRA's strike off criteria also say no unpaid debts, no legal cases and no assets. A company that still owns property, a bank balance to distribute or an overseas subsidiary does not fit. See strike off for the full test.
If the company has stopped trading but you are not closing yet, dormant company covers what you still have to file. The winding up page compares all three kinds.
What if the company turns out to be unable to pay?
Then the solvency test failed. The company moves to a creditors' voluntary process, where directors say the company cannot continue because of its debts, or the Court can order a compulsory winding up. Talk to a licensed liquidator or lawyer early. Do not sign a declaration you are not sure of.
What happens during the liquidation?
ACRA's winding up eService lets the liquidator file the accounts, financial statements and the return on the final meeting. The liquidator also files any change in who holds the office. The company's directors stop managing it once the liquidator takes charge. Your corporate secretary can supply registers and records.
Independent guide
SingaporeCompanySetupGuide.com is an independent guide, not ACRA, and not a licensed liquidator or law firm. We are paid by partners for referrals. If you want a licensed firm to run the liquidation, use the quote form on this page. We pass your request to suitable providers, who each send their own quote and timeline.
Sources
- ACRA, Winding up a local company, https://www.acra.gov.sg/manage/companies/closing-a-local-company/winding-up/ (types of winding up, 12 month test, liquidator duties)
- ACRA, Members' or partners' voluntary winding up: Declaration of solvency, https://www.acra.gov.sg/resources/guides-forms/members-or-partners-voluntary-winding-up-declaration-of-solvency/ (first filing, who files, no fee)
- ACRA, Members' or partners' voluntary winding up: Appointing a liquidator, https://www.acra.gov.sg/resources/guides-forms/members-or-partners-voluntary-winding-up-appointing-a-liquidator/ (third filing, S$20, liquidator types and licence number)
- ACRA, Closing a local company, https://www.acra.gov.sg/manage/companies/closing-a-local-company/ (strike off versus winding up)
