Plenty of companies go quiet for a while. A founder pauses a project, a holding company waits for its next deal, or a business winds down trading but is not ready to close. Many owners then assume that a dormant company Singapore owners stop running has no obligations. That assumption causes trouble, because a company that stops trading still exists in law and still has duties.
This guide explains what dormant status really means, how ACRA and IRAS look at it, which obligations usually continue, and how to decide between staying dormant, restarting or closing. It is general information, not legal or tax advice. Rules change, so confirm the current requirements with ACRA, IRAS or a qualified professional before acting.
What “Dormant” Actually Means
There is no single switch that makes a company dormant. Instead, a company is considered dormant when it has no accounting transactions, or no business activity, for a period. The detail matters, because two agencies use the idea for different purposes.
- ACRA (Accounting and Corporate Regulatory Authority) is the registrar of companies. Under company law, dormancy relates to whether the company has had accounting transactions during a period, with some routine items typically disregarded, such as certain statutory fees.
- IRAS (Inland Revenue Authority of Singapore) looks at dormancy for tax purposes, broadly whether the company has carried on business and earned income.
A company can therefore be treated as dormant by one agency and not the other. For example, a company that earns passive income may have stopped trading but still have transactions to account for. Always check each agency’s current definition rather than assuming one answer covers both.
Obligations That Usually Continue While Dormant
Dormancy reduces some burdens, but the company’s basic corporate duties generally stay in place. Typical continuing obligations include:
- Keeping the company registered and its details current. Registered office address, directors, company secretary and shareholder information on Bizfile, ACRA’s online portal, still need to be accurate. If your address changes, see how to change your company address.
- Having a local resident director and a company secretary. The appointment rules under the Companies Act still apply.
- Holding or dispensing with an AGM (annual general meeting) as permitted. Check current ACRA guidance on when a private company may dispense with an AGM.
- Filing annual returns with ACRA. A dormant company generally still files annual returns, although the content and accompanying documents may differ.
- Keeping proper records and registers. Registers of members, directors, controllers and similar records should be maintained.
- Responding to IRAS. Even when dormant, a company may still need to file, or apply for a waiver of, its tax return, as explained below.
Missing these duties can lead to late filing penalties, enforcement action, or the company being struck off the register. Check the current consequences with ACRA directly.
Accounts, Audit and Annual Returns
This is where dormant status can bring real relief, provided the company qualifies.
Financial statements. Depending on the company’s type and status, a dormant company may be exempt from preparing full financial statements, or may need to prepare simpler ones. Exemptions often depend on whether the company is a subsidiary, whether it is listed, and its asset levels. ACRA publishes the conditions, which you should read for your situation.
Audit exemption. Dormant companies are commonly exempt from statutory audit, subject to conditions set out by ACRA. Shareholders may still have the right to require accounts or an audit, so check your company’s constitution as well.
Annual returns. Annual returns are filed through Bizfile. The form typically asks whether the company was dormant during the financial year, and the answer affects what you need to attach.
Because exemptions depend on specific criteria that can be updated, treat any summary, including this one, as a starting point and confirm the latest position on the ACRA website.
Tax Filing for a Dormant Company
On the tax side, IRAS generally expects companies to file corporate income tax returns each year. A dormant company may be able to apply to IRAS for a waiver of the requirement to file Form C or Form C-S, if it meets IRAS’s conditions for dormancy.
Key points to keep in mind:
- A waiver is not automatic. You usually need to apply, and IRAS decides based on the information you provide.
- The waiver can be withdrawn. If the company resumes business or earns income, it must inform IRAS and start filing again.
- GST registration needs attention. If the company is GST-registered and has stopped making taxable supplies, check with IRAS whether it should remain registered or deregister.
- Estimated Chargeable Income (ECI). ECI is the company’s estimate of taxable income filed early in the tax cycle. Check current IRAS rules on whether a dormant company must file it.
For any of these, the IRAS website and myTax Portal are the authoritative sources.
Dormant, Active or Closed: Comparing Your Options
Owners often keep a company dormant because closing it feels final. The comparison below shows the general trade-offs.
| Option | Ongoing duties | When it may suit you | Points to check |
|---|---|---|---|
| Stay dormant | Annual returns, registers, director and secretary, possible tax waiver application | You expect to restart within a reasonable time or need to keep the entity | Annual costs of secretary and filings, waiver conditions |
| Restart trading | Full ACRA and IRAS compliance resumes | New project or funding is ready | Notify IRAS, update business activities on Bizfile, reconsider GST |
| Strike off | Settle liabilities, file outstanding returns before applying | No assets or liabilities and no plan to restart | ACRA striking off criteria, creditor objections |
| Winding up | Formal process through a liquidator | Company has assets, liabilities or complex affairs | Professional advice and process requirements |
If closure is likely, our guide to closing a company in Singapore covers striking off and winding up in more detail.
Practical Checklist for Dormant Company Owners
Use this as a yearly routine while the company is inactive.
- Confirm whether the company meets ACRA’s and IRAS’s current definitions of dormancy for the financial year.
- Keep the company secretary appointment active and the registered office address valid.
- Review the director line-up, including the local resident director requirement.
- Maintain registers, including the register of registrable controllers.
- File the annual return on Bizfile on time, declaring dormant status accurately.
- Prepare any financial statements still required, or confirm the exemption applies.
- Apply for, or maintain, any IRAS filing waiver and respond to IRAS letters promptly.
- Keep the company’s bank account and any licences under review, since some banks and regulators have their own requirements for inactive accounts.
- Diary a review date to decide whether to restart, continue dormant or close.
Before You Restart or Hand Over
When a dormant company comes back to life, update ACRA if its business activities or officers have changed, tell IRAS that it has resumed business, and set up bookkeeping from the first new transaction. If you are planning a fresh venture instead, compare reviving the old entity with registering a new company, since an old company may carry history that a buyer, investor or partner will want to review.
Dormancy is a useful pause, not a holiday from compliance. Keeping the basics in order means the company is ready whenever you need it again.
Frequently Asked Questions
How long can a company stay dormant? The law does not set one fixed maximum, but the company must keep meeting its filing and corporate duties every year, and ACRA can strike off a company it believes is not carrying on business. If you do not plan to restart, consider closing it properly.
What does it cost to keep a dormant company? Costs depend on your company secretary, filing and any accounting support, and they continue even without income. Ask providers for itemised quotes and compare the yearly total with the cost of closing and restarting later. Government filing fees are on ACRA’s website.
Can I sell or transfer a dormant company? Shares in a company can generally be transferred, but a buyer will want to see its history, records and any liabilities. A dormant company is not automatically clean, so due diligence matters. Take professional advice and update ACRA’s records after the transfer.
Do I have to keep a bank account for a dormant company? Not necessarily by law, but many owners keep one for fees and future use. Banks may have their own rules, fees or review processes for inactive accounts. Ask your bank about its conditions before leaving an account idle.
Is a dormant company the same as a shell company? No. Dormant simply means little or no activity, while a shell company is a term often linked to entities with no real operations that may be misused. Keep records accurate and declarations honest. Regulators look closely at inactive companies, so be careful about who controls yours.
Official sources: ACRA