- A dormant company still lodges its annual return with ACRA within seven months of its financial year-end.
- Unless IRAS grants a waiver, a dormant company still files a corporate tax return, though a simplified dormant form keeps it light.
- ACRA measures dormancy by business activity while IRAS measures it by income, so the two statuses do not always line up.
A dormant company in Singapore still has filing obligations, even when it earns no revenue, serves no customers and does no trading. The duties shrink, but they never reach zero: an annual return with ACRA falls due every year, and a tax return with IRAS is required unless you secure a waiver. Missing either is how a quiet holding entity collects penalties or drifts toward strike-off, which is why many owners lean on a corporate secretary. ACRA and IRAS also define “dormant” differently, and that gap catches people out.
At a glanceA dormant Singapore company that is not trading must still file an annual return with ACRA and, unless it qualifies for a waiver, a tax return with IRAS. Its obligations are reduced, since it may be exempt from audit and from preparing full financial statements and can often file in simplified form, but they are not zero. ACRA and IRAS define “dormant” differently, so a company can be dormant to one and active to the other. |
Does a dormant company in Singapore still need to file?
It does. Dormancy lowers the compliance load, but it never switches it off. Every locally incorporated company keeps its legal identity while it sits idle, and that identity carries two standing duties: an annual return to ACRA and a tax return to IRAS.
The comfort many owners take from the word “dormant” is misplaced. Reduced obligations are real, but they are a lighter version of the same filing calendar, not an exemption from it. A company that stops trading yet ignores these filings quietly builds up late fees, and directors can face enforcement even when the entity earns nothing.
What does “dormant” mean to ACRA and to IRAS?
The two regulators use different tests, and understanding the split is the whole game. ACRA looks at activity: a company is dormant when it records no accounting transactions during the financial year. IRAS looks at income: a company is dormant when it carries on no business and receives no income across the basis period, even if it has incurred expenses.
ACRA allows a short list of safe transactions that do not break dormancy, all tied to keeping the company compliant. These include appointing a secretary or auditor, maintaining the registered office, keeping statutory registers, paying statutory fees or penalties, and the receipt or payment of a nominal sum not exceeding S$5,000. You can read more on how ACRA defines a dormant company and how IRAS treats a dormant company for the finer print.
For IRAS, timing follows the year of assessment. If a company carries on no business and receives no income for the whole of 2025, IRAS treats it as dormant for the Year of Assessment 2026.
Test | ACRA | IRAS |
|---|---|---|
What it measures | Business activity and accounting transactions | Income and revenue over the basis period |
Dormant when | No accounting transactions during the financial year | No business carried on, and no income received, even if expenses are incurred |
Safe activities | Secretary or auditor appointment, registered office, registers, statutory fees, a nominal sum up to S$5,000 | Not applicable; any income can end dormancy |
Main effect | Reduced ACRA filing and a possible financial statement exemption | A possible waiver from filing a tax return |
What must a dormant company still file?
Two filings stay on the calendar regardless of trading. First, the annual return to ACRA, due within seven months of the financial year end for an unlisted company and five months if listed. A dormant company still lodges it, so filing the annual return with ACRA remains an annual task even with an empty profit and loss.
Second, the corporate tax return to IRAS, due by 30 November each year and submitted as the Form for Dormant Company unless a waiver has been granted. Skipping either is expensive: IRAS can issue an estimated Notice of Assessment and impose penalties of up to S$5,000 for late or non-filing, while ACRA charges escalating late-lodgement fees and can pursue directors. Diarising both dates is the single most effective habit for a dormant entity.
Watch the S$5,000 nominal-sum line. A dormant company can receive or pay small amounts within that cap without losing ACRA dormancy, but a live bank account that earns even a few dollars of interest can make the company non-dormant for IRAS. Many owners close interest-bearing accounts to keep both regulators aligned.
What exemptions can a dormant company claim?
This is where the load genuinely lightens. A dormant company is exempt from statutory audit, and a dormant relevant company can also skip preparing full financial statements under Section 201A of the Companies Act. To qualify for that financial-statement exemption, the company must not be listed or a subsidiary of a listed company, and its total assets, on their own or consolidated, must not exceed S$500,000 at any point in the financial year.
That is a separate and stricter test from the general small-company audit exemption, which turns on revenue and assets under S$10 million. The directors lodge a declaration of dormancy and keep proper records, and even with the exemption the company still prepares management accounts for approval at its annual general meeting, so preparing financial statements does not vanish entirely; it simply becomes lighter.
On the tax side, a dormant company can apply to IRAS for a waiver from filing a return altogether. To qualify, it must have filed everything up to cessation, own no income-generating investments, have de-registered for GST, and not intend to trade again within the next two years.
Should you keep a company dormant or close it?
It depends on whether you expect to use the entity again. Keeping it dormant preserves the name, the incorporation date and a clean history, which suits a holding vehicle or a paused venture, but it carries recurring costs and a standing filing duty. If you have no plan to reactivate, closing it instead of keeping it dormant is often the cheaper long-run choice. As a rough guide, a company you are almost certain to trade again within a year is worth keeping, while one that has sat idle for years with no clear plan usually costs more to maintain than it is worth.
|
Factor |
Keep it dormant |
Strike it off |
|---|---|---|
|
Ongoing cost |
Recurring corp sec, annual return and possible dormant tax filing |
None once struck off |
|
Filing burden |
Reduced but annual |
Ends after the final filings |
|
Reactivation ease |
Fast, since the company already exists |
Must incorporate a new entity |
|
Best for |
A holding vehicle or a short pause with a clear comeback |
An entity you do not expect to use again |
How Sleek helps you keep a dormant company compliant
A dormant company still needs someone to track the ACRA annual return, prepare management accounts and handle the IRAS position, whether that means filing the dormant form or applying for a waiver. Sleek’s corporate secretary service manages those obligations for a dormant entity from S$350 a year, and can coordinate your corporate tax return and the annual return that still applies so nothing slips.
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FAQs on a dormant company in Singapore
Do I still file an annual return if my company is not trading?
Yes. A dormant company keeps its ACRA annual return, due within seven months of its financial year end for an unlisted company. Trading has no bearing on the deadline; the obligation attaches to the company’s existence, not its activity. Directors who miss it face escalating late-lodgement fees and possible enforcement, even with a nil profit and loss for the year.
Does a dormant company pay tax in Singapore?
Usually not, because it has no income, but it must still deal with IRAS. Unless it holds a waiver, a dormant company files the Form for Dormant Company by 30 November each year. Ignore this and IRAS can raise an estimated Notice of Assessment and levy penalties of up to S$5,000, so a nil position still has to be reported.
Is a dormant company audit-exempt?
Yes. Dormant companies are exempt from statutory audit. A dormant relevant company can go further and skip preparing full financial statements under Section 201A, provided it is not listed, or a subsidiary of a listed company and its total assets stay at or below S$500,000 for the year. It still prepares management accounts for its annual general meeting.
How do I apply for the IRAS tax-filing waiver?
Apply through the Apply for Waiver or File last Form C-S/C (Dormant or Striking Off) digital service on the myTax Portal; IRAS stopped accepting hardcopy applications on 1 October 2021. The company must have filed up to cessation, have no income-generating investments, have de-registered for GST and not intend to trade for two years. IRAS processes applications within about two months.
What happens when my dormant company starts trading again?
Notify IRAS within one month of recommencing business or receiving any income, through myTax Mail, requesting a tax return. Include the company name, UEN, the date of recommencement and any new principal activity. You should also update the principal activity with ACRA. From that point, the company is treated as active again, and its full filing duties resume.
