Dormant companies in Singapore (IRAS and ACRA standards)
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A dormant company in Singapore is a registered company that is not receiving any form of income or is actively trading. Whether you’re interested in setting up a company you intend to use in the future, you’re taking a break from trading, or you intend to set up a SPV, dormant companies can be beneficial because of their reduced statutory obligations.
A dormant company is typically defined by its silence or lack of business activity – that is, it does not carry out any trading activities such as:
ACRA and IRAS views differ a little when it comes to dormant companies in Singapore. Here’s the quick rundown of the difference between how the two organisations view dormant companies.
Dormant companies (ACRA standards)
A company can be called dormant in Singapore only during a period where no business activity occurs. However, there are certain exceptions for activities where these activities relate solely to the ‘maintenance’ of keeping the company compliant with ACRA and IRAS (such as paying the fees of a company secretary). Here’s the list of transactions that will not affect the dormant state of any company in Singapore:
Dormant companies (IRAS standards)
IRAS identifies a company as dormant in Singapore when they do not have any income or revenue for a given period of time even though they may have been booked or incurred expenses.
Creating a dormant company in Singapore
When you intend to incorporate a ‘dormant company’, you incorporate it regularly, as if it were a normal limited liability company. In essence, this means that a company is only labelled dormant after the entity has, over a given financial period, does on carry on business as described above.
Reduced filing requirements for a dormant company
Filling your annual return with ACRA
A dormant company in Singapore may be exempted from preparing its financial statements under Section 201A of the Companies Act, if:
However, please note that a dormant company exempted from preparing its financial statements should still prepare a set of management accounts for approval at the company’s AGM.
Filling your tax return with IRAS
Once you have determined that you are a dormant company, you can apply to IRAS to be released from your obligation to file a tax return (Form C or Form C-S). In order to qualify for this waiver, you need to meet the following requirements:
Once a dormant company re-commences business or starts to receive any income, you need to notify IRAS within one month from the date the income was earned/received by emailing [email protected] to request for an Income Tax Return. IRAS has recommended that the email have the following details:
If you’re looking for more information about your specific situation or want to ask us anything about dormant companies, we’re here to help. Contact us to learn more.