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How to Close Down Pte Ltd in Singapore

Updated: Sep 22



Close Pte Ltd Singapore


How to Close Down Pte Ltd in Singapore


Closing down a Pte Ltd in Singapore involves a series of steps to ensure compliance with local regulations. Here's a general outline of the process:   


1. Determine the Closure Method:


  • Striking Off: Suitable for companies that have ceased operations and have no outstanding debts or liabilities.   

  • Winding Up: Required if the company has debts or assets that need to be distributed. This process involves appointing a liquidator to settle affairs.   


2. Settle Debts and Liabilities:


  • Pay off all outstanding debts, including taxes, loans, and supplier invoices.

  • Obtain clearance certificates from relevant government agencies like the Inland Revenue Authority of Singapore (IRAS) and the Central Provident Fund (CPF).   


3. Prepare Necessary Documents:


  • Striking Off:

    • Application for Striking Off form

    • Declaration of Solvency

    • Notice of Application for Striking Off

  • Winding Up:

    • Notice of Meeting

    • Special Resolution for Winding Up   

    • Appointment of Liquidator   

    • Liquidator's Report   


4. File with the Accounting and Corporate Regulatory Authority (ACRA):


  • Submit the required documents to ACRA via their online portal or by mail.   

  • Pay any applicable fees.


5. Publish a Notice in the Newspaper:


  • Advertise the closure in a local newspaper in English, Chinese, Malay, and Tamil.   


6. Complete the Winding Up Process (if applicable):


  • The liquidator will collect assets, pay off debts, and distribute any remaining funds to shareholders or creditors.   

  • Once the process is complete, the liquidator will file a final report with ACRA.


Important Considerations:


  • Timeline: The closure process can take several months, depending on the complexity of the company's affairs.   

  • Tax Implications: Closing down a company may have tax implications. Seek advice from a tax professional.   


Striking Off a Pte Ltd in Singapore


Striking Off is a simpler process suitable for companies that have ceased operations and have no outstanding debts or liabilities. Here's a more detailed breakdown:


1. Declaration of Solvency:


  • The company must declare that it has no outstanding debts or liabilities.

  • This declaration should be signed by a director or company secretary.


2. Notice of Application for Striking Off:


  • A notice must be published in a local newspaper in English, Chinese, Malay, and Tamil.

  • The notice should state the company's name, registration number, and the intention to apply for striking off.


3. Application to ACRA:


  • Submit the application form, declaration of solvency, and a copy of the published notice to ACRA.

  • Pay the prescribed fee.


4. ACRA Review:


  • ACRA will review the application to ensure that there are no outstanding debts or liabilities.

  • If everything is in order, they will proceed with the striking off.


5. Striking Off:


  • Once the striking off is approved, the company's name will be removed from the Register of Companies.

  • The company will cease to exist.


Winding Up a Pte Ltd in Singapore


Winding Up is a more complex process required if the company has debts or assets that need to be distributed. It involves appointing a liquidator to settle the company's affairs.


1. Special Resolution:


  • The company's shareholders must pass a special resolution to wind up the company.

  • This resolution should appoint a liquidator to oversee the winding up process.


2. Notice of Meeting:


  • A notice of the meeting to pass the special resolution must be sent to all shareholders.


3. Liquidator's Appointment:


  • The appointed liquidator will collect the company's assets, pay off its debts, and distribute any remaining funds to shareholders or creditors.


4. Winding Up Process:


  • The liquidator will advertise the winding up in a local newspaper.

  • Creditors will have a certain period to submit claims.

  • The liquidator will settle the claims and distribute the remaining assets.


5. Final Report:


  • Once the winding up process is complete, the liquidator will file a final report with ACRA.

  • This report will detail the liquidator's actions and the distribution of assets.


6. Removal from Register:


  • After ACRA reviews the final report, the company's name will be removed from the Register of Companies.


The winding up process can be more time-consuming and complex, especially if there are significant debts or disputes. 


What is the Difference between Liquidation and Strike Off in Singapore


Liquidation vs. Strike Off in Singapore


Liquidation and strike off are two methods for closing down a company in Singapore. However, they differ in their complexity and applicability:


Liquidation


  • Purpose: Used when a company has debts or assets that need to be distributed.

  • Process: Involves appointing a liquidator to collect assets, pay off debts, and distribute remaining funds.

  • Complexity: More complex process, especially if there are significant debts or disputes.

  • Timeline: Can take longer due to the need to settle debts and distribute assets.


Strike Off


  • Purpose: Suitable for companies with no outstanding debts or liabilities.

  • Process: Involves a simpler procedure of declaring solvency and submitting an application to ACRA.

  • Complexity: Less complex than liquidation.

  • Timeline: Typically faster than liquidation.


In summary:


  • Liquidation is used for companies with debts or assets, while strike off is for companies with no outstanding liabilities.

  • Liquidation is a more complex and time-consuming process, involving a liquidator.

  • Strike off is a simpler and faster process.


What is the Difference between Winding Up and Liquidation


Winding up and liquidation are essentially the same thing. They both refer to the process of closing down a company and distributing its assets among creditors and shareholders.


The terms are often used interchangeably, although "winding up" is sometimes used more broadly to encompass the entire process of closing down a company, while "liquidation" may specifically refer to the distribution of assets.


In Singapore, the terms are used interchangeably to describe the process of closing down a company, whether it's due to debts, insolvency, or other reasons.


How Bestar can Help


Bestar can provide invaluable assistance in the process of closing down a Pte Ltd in Singapore.


Here are some ways we can help:


  • Compliance: Ensure that all legal and regulatory requirements are met, including filing necessary documents with ACRA and publishing notices in newspapers.

  • Debt and Liability Assessment: Help identify and assess outstanding debts and liabilities, ensuring they are settled before closure.

  • Tax Implications: Provide guidance on potential tax implications of closing down the company and help optimize tax planning.

  • Process Efficiency: Streamline the closure process by providing expert advice and handling complex tasks.

  • Risk Mitigation: Minimize potential legal and financial risks associated with closing down the company.

  • Negotiation: Assist in negotiating with creditors or other parties involved in the closure process.


Specifically, Bestar, who is typically appointed in the case of winding up a company, can help by:


  • Collecting Assets: Identifying and gathering all the company's assets, including cash, property, and inventory.

  • Paying Off Debts: Prioritizing and settling the company's debts according to legal requirements.

  • Distributing Remaining Assets: Distributing any remaining assets among shareholders or creditors according to their rights.

  • Filing Reports: Preparing and submitting necessary reports to ACRA, including a final report detailing the winding up process.

  • Resolving Disputes: Mediating or resolving disputes that may arise during the winding up process.


By engaging Bestar, you can benefit from our expertise and experience, ensuring a smooth and efficient closure of your Pte Ltd.








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