
Guide to Winding Up a Company in Singapore How to Successfully Conclude Your Entrepreneurial Journey?

Complete Guide to Company Deregistration in Singapore How to Gracefully Conclude Your Entrepreneurial Journey
Starting a business is a journey filled with challenges and opportunities. However, not every company continues indefinitely. Due to changes in market conditions, strategic shifts, or operational difficulties, entrepreneurs sometimes have to make the difficult decision to shut down their business. For companies registered and operating in Singapore, understanding how to deregister a company in a compliant and efficient manner is an essential step for every entrepreneur preparing to exit.
As one of the world’s most competitive business hubs, Singapore maintains a relatively clear and transparent process for both company registration and deregistration. Nevertheless, for those encountering the deregistration process for the first time, there may still be many uncertainties. This article provides a comprehensive guide to company deregistration in Singapore, based on the regulations of the Accounting and Corporate Regulatory Authority ACRA and the evolving business environment.
1. Why Deregister a Company?
Before deciding to deregister, entrepreneurs should first assess whether their situation qualifies for the deregistration process. Below are some common reasons for company closure
1. The company has never operated or has ceased operations for over a year.
2. Shareholders have reached a consensus to terminate the business.
3. The company has no outstanding debts or liabilities, and all assets have been liquidated.
4. The entrepreneur plans to pursue other business opportunities or exit the market.
It is important to note that if the company still has outstanding debts, pending obligations, or ongoing legal proceedings, it cannot proceed with the simplified deregistration process and must instead go through formal liquidation.
2. Two Main Methods of Company Deregistration in Singapore
According to ACRA, there are two primary ways to deregister a company
1. Strike-off Voluntary Deregistration
This method is suitable for companies that meet the following criteria
The company has never conducted any business or operations.
It has ceased operations for at least three months.
There are no outstanding debts.
All shareholders agree to the deregistration.
The company is not involved in any legal proceedings or investigations.
There are no remaining assets, such as bank account balances, real estate, or intellectual property.
Process Overview
1. A company director or secretary logs into ACRA’s BizFile+ system to submit the strike-off application.
2. ACRA reviews the application and publishes a notice of proposed deregistration in the Government Gazette.
3. If no objections are raised, the company is officially removed from the registry.
Advantages
Low cost, simple process, and short timeline typically 2-3 months.
Risk Alert
If undisclosed debts or violations are discovered after deregistration, former directors and shareholders may still be held liable.
2. Winding Up Liquidation
This method is suitable for companies with remaining assets or debts to settle, or where there is disagreement among shareholders. Liquidation can be categorized into two types
Members’ Voluntary Winding Up for solvent companies
Creditors’ Voluntary Winding Up for insolvent companies
Process Overview
1. Hold a shareholders’ meeting to pass a resolution for winding up.
2. Appoint a liquidator to manage and distribute company assets and settle debts.
3. Submit a notice of winding up to ACRA.
4. After the liquidation is completed, apply for company deregistration with ACRA.
Timeframe
The process is more complex and typically takes 6 months to over a year.
Applicable Situations
Unresolved debts, legal disputes, tax issues, or disagreements among shareholders.
3. Essential Preparations Before Deregistration
Regardless of the chosen method, entrepreneurs should complete the following tasks before submitting the deregistration application
1. Hold a shareholders’ meeting and obtain unanimous consent.
2. Liquidate all assets and liabilities and ensure there are no unresolved matters.
3. Close all bank accounts and cancel business licenses.
4. Submit final tax returns to the Inland Revenue Authority of Singapore IRAS and obtain tax clearance confirmation.
5. Notify all relevant parties, including customers, suppliers, and employees, of the upcoming deregistration.
6. Retain company documents for at least five years for future reference.
In recent years, IRAS has intensified its scrutiny of tax compliance during company deregistration. In August 2025, IRAS issued a public notice reminding business owners that all tax obligations must be fully settled before deregistration. Failure to do so may result in fines or legal consequences. It is advisable to consult a professional accountant before proceeding to ensure full tax compliance.
4. Common Misconceptions and Key Considerations
In practice, many entrepreneurs fall into the following traps
Misconception Believing that non-operation automatically leads to deregistration.
Reality A Singapore company will not be automatically deregistered due to inactivity. If no formal application is submitted, the company remains legally active and must continue to fulfill annual filing and tax obligations.
Misconception Ignoring tax clearance requirements.
Reality Even if the company did not generate profit, it is still required to submit a zero tax return. Failure to do so can delay the deregistration process.
Misconception Not informing creditors or employees.
Reality If a creditor files a complaint after deregistration, it may result in the cancellation of the deregistration or personal liability.
Misconception Discarding company records after deregistration.
Reality According to the Companies Act, business records must be retained for at least five years post-deregistration.
5. The Value of Professional Assistance
Although Singapore’s company deregistration process is relatively transparent, first-time entrepreneurs may still encounter confusion regarding procedures or incomplete documentation. Engaging professional services-such as certified accountants, corporate secretaries, or legal firms-can significantly improve efficiency and help avoid potential legal risks.
In recent years, with the rise of remote work and the digital economy, more entrepreneurs have chosen to establish businesses in Singapore. However, many startups have also exited the market due to cash flow issues or strategic missteps. According to a 2025 report by Enterprise Singapore, over 15,000 companies were deregistered in 2025, representing an 8% increase compared to the previous year. This trend indicates that company deregistration has become a normal part of Singapore’s business ecosystem.
6. Conclusion
Entrepreneurship is a journey, and deregistering a company marks the end of that journey. Regardless of the reason for closure, ending a business must be done with care. Only by following Singapore’s relevant regulations and completing the process in a compliant manner can entrepreneurs exit the market without leaving behind any legal or financial issues.
We hope this guide provides clear and practical insights for entrepreneurs considering company deregistration, helping you make informed decisions and smoothly conclude this important chapter of your business life.
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