Winding up a company in Singapore

Winding up closes a Singapore company that has debts to settle. A solvent company uses a members' voluntary winding up: three Bizfile filings and a liquidator. Insolvent ones use other routes.

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Winding up is the formal way to close a Singapore company that still has debts or assets to deal with. ACRA, the Accounting and Corporate Regulatory Authority, lists four routes. A solvent company uses a members' voluntary winding up, which takes three filings on Bizfile and costs S$20 in ACRA fees. This page was checked on .

What are the ways to wind up a company in Singapore?

ACRA sorts winding up by the financial health of the company.

Type When it applies Who drives it
Members' voluntary winding up Directors believe the company can pay all debts within 12 months Directors and shareholders, with a liquidator
Simplified Winding Up Programme A micro or small company cannot pay its debts The company, under the Simplified Insolvency Programme
Creditors' voluntary winding up The company cannot carry on because of its debts Directors, with a liquidator
Compulsory winding up A court orders it, for example when the company cannot pay its debts The Court, with a liquidator or the Official Receiver

ACRA defines a micro company as one with annual revenue under S$1 million and a small company as one under S$10 million. The rules sit in the Companies Act and the Insolvency, Restructuring and Dissolution Act (IRDA). ACRA tells readers to read those or take professional advice for the detail.

Should you wind up or strike off?

Strike off is the lighter option, but it only suits a company that has stopped trading, owes nothing, owns nothing and has no loans on the charge register. ACRA charges nothing to apply and approves immediately, or within 14 days if other directors must endorse. Our strike off guide has the full criteria.

If the company has creditors, unpaid taxes, property or a dispute, striking off is not open to you, and a false declaration can lead to an investigation. Winding up fits those cases. A company that has simply gone quiet may be better placed under the rules for a dormant company, because it can stay on the register without trading.

How does a members' voluntary winding up work?

Every step is a filing on Bizfile under the File winding up of business entity service. A director or a corporate service provider can file. ACRA's order never changes: declaration of solvency, then notice of resolution, then liquidator. The steps above show the detail. You need a Corppass login to reach Bizfile.

The commencement date and the appointment date can be today or earlier, but not in the future. At least one liquidator is needed. ACRA lists the allowed types: an individual, a local company, an accounting LLP, an audit firm or the Official Receiver. Individuals and firms need an Insolvency Practitioner licence number, and you must give their email and mobile number.

What does winding up cost?

Item Amount Source
Declaration of solvency S$0 ACRA
Notice of resolution Free ACRA
Appointing the liquidator S$20 ACRA
Liquidator's professional fee Not published Ask for quotes

The liquidator charges a professional fee that depends on how complex the company is. ACRA does not publish a scale for it, and we have not seen an official one, so we do not quote a figure. Get at least two written quotes and ask what the fee covers.

What does the liquidator do after appointment?

The liquidator takes over the company's affairs. Directors stop running the business. ACRA lists the follow-up filings in its Manage winding up service: notice of cessation or change of address for the liquidator, the account of receipts and payments with a statement of position, and the return on the final meeting. A statement of affairs, a notice of a creditors' meeting and the dissolution itself go through the General lodgement service.

What happens in a compulsory or creditors' winding up?

Directors lose most of their say in a compulsory winding up. The Court makes the order, and it may appoint a liquidator, or the Official Receiver may act as liquidator. A liquidator then files the notices the law asks for.

In a creditors' voluntary winding up, the directors conclude that the company cannot continue because of its debts. They still appoint a liquidator and file the notices. If your company is in this position, speak to a licensed insolvency practitioner or lawyer before you take any step. Directors have personal duties here and the cost of a wrong move can be high.

What should you tidy up before you start?

  • File any overdue annual return and tax returns. Late filing stacks penalties on a company that is about to close.
  • Check GST. IRAS says a GST-registered business entering liquidation must file its returns up to one day before the liquidation date, and a nil return is needed when there is no activity. See GST filing.
  • Deal with staff, landlords and bank accounts. Do not leave signatories on a bank mandate for a company that is closing.
  • Keep records. ACRA expects accounting records to be kept for at least five years after the end of the financial year.

Independent guide

SingaporeCompanySetupGuide.com is not ACRA, the Official Receiver or a firm of liquidators. We explain the process from official sources. If you want a firm to run the liquidation, fill in the form on this page and the request goes to providers who take these cases. They quote their own fees.

Sources

How to file a members' voluntary winding up with ACRA

  1. Confirm the company is solvent

    Directors must believe the company can pay all its debts within 12 months of the winding up starting. If they cannot say that, this route is closed.

  2. Hold the directors' meeting and file the declaration of solvency

    Log in to Bizfile with Corppass, open File winding up of business entity, enter the meeting date and the directors who made the declaration, and upload the statement of affairs. ACRA charges S$0.

  3. File the notice of resolution

    Enter the resolution date and upload a copy of the resolution. A company with corporate shareholders also uploads signed minutes. The filing is free and immediate.

  4. Appoint the liquidator

    Enter the commencement date, the liquidator's details and licence number, and upload the resolution. ACRA charges S$20 and processes it immediately.

  5. Let the liquidator finish the job

    The liquidator collects assets, pays debts, files the account of receipts and payments and the return on the final meeting, then applies for dissolution.

Good to know

Questions people ask

What is the difference between winding up and striking off a company in Singapore?

Striking off removes an inactive company with no debts and no assets from the register. Winding up is the formal process for a company that still has debts or assets to deal with, and a liquidator runs it.

How much does it cost to wind up a company in Singapore?

ACRA charges S$0 for the declaration of solvency, nothing for the notice of resolution and S$20 to file the liquidator's appointment. The liquidator's own fee is not published by ACRA, so ask for quotes.

Can a company wind up itself without a liquidator?

No. ACRA says at least one liquidator is required in a members' voluntary winding up, and the liquidator can be an individual, a local company, an accounting LLP, an audit firm or the Official Receiver.

What is a declaration of solvency?

It is the directors' statement that the company can pay all its debts within 12 months of the winding up starting. Directors make it at a meeting and file it on Bizfile with a statement of affairs.

What happens in a compulsory winding up?

A court orders the company to be wound up, for example because it cannot pay its debts. The Court may appoint a liquidator, or the Official Receiver may act as liquidator. Directors lose control of the company.

Can a small company in financial trouble use a simpler process?

ACRA points micro companies (revenue under S$1 million) and small companies (under S$10 million) that cannot pay their debts to the Simplified Winding Up Programme, a shorter creditors' winding up.

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