Keeping a Dormant Company in Singapore

Rest easy knowing that your Dormant company is well taken care of. We handle all filings quickly and cost-effectively, so you don’t have to worry about a thing!

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Keeping a Dormant Company in Singapore

Rest easy knowing that your Dormant company is well taken care of. We handle all filings quickly and cost-effectively, so you don’t have to worry about a thing!

Get StartedTalk to an Agent

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What is a Dormant Company?

A Dormant Company in Singapore is a company that hasn’t had any significant accounting transactions for a financial year. By declaring your company as dormant to the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS), you can maintain your legal entity status without spending too much money on running an active venture.

This can be very helpful if you’re planning on starting a business someday but aren’t ready to launch just yet. Aptvise is here to help you meet all the statutory requirements so that you don’t face any penalties or legal troubles later down the line.

What is a Dormant Company?

A Dormant Company in Singapore is a company that hasn’t had any significant accounting transactions for a financial year. By declaring your company as dormant to the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS), you can maintain your legal entity status without spending too much money on running an active venture.

This can be very helpful if you’re planning on starting a business someday but aren’t ready to launch just yet. Aptvise is here to help you meet all the statutory requirements so that you don’t face any penalties or legal troubles later down the line.

Why not just close the company then?

If you’re not planning to use your company anymore, closing it is a logical option. However, if you might want to use it again in the future, keeping it dormant could be a better choice. This way, you can still protect your intellectual property without the hassle of registering a new company in the future. You know, put it on pause instead of breaking up!

Why not just close the company then?

If you’re not planning to use your company anymore, closing it is a logical option. However, if you might want to use it again in the future, keeping it dormant could be a better choice. This way, you can still protect your intellectual property without the hassle of registering a new company in the future. You know, put it on pause instead of breaking up!

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What do I need to file as a Dormant Company in Singapore?

1. File tax returns with IRAS

Unless your dormant company has been granted a waiver, you must e-file your corporate tax return in ECI / Form C-S/C (CITR) via the myTax Portal.

2. Submit annual returns to ACRA

This is an electronic form containing important information about your company such as your share details, names of company officers and financial statements. ACRA also provides a simplified annual returns file through its BizFile+ portal.

3. Submit financial statements to ACRA

Finally, you need to prepare financial statements and submit them to ACRA if your dormant company is:

  • a listed company
  • a subsidiary of a dormant listed company
  • an unlisted company not covered by ACRA’s substantial assets test
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Is my company actually dormant?

It’s important to be aware that ACRA and IRAS have different interpretations of what constitutes a dormant company. This has serious implications for your business, as it determines when you are required to submit annual returns with ACRA and tax documents with IRAS.

IRAS defines a dormant company as having no financial activity over a 12 month period - no money in, no money out. ACRA defines a dormant company based on the Singapore Companies Act (CA), which considers companies dormant has no accounting transactions during a financial year, except for the following:

Filing of Annual Returns

Annual returns are a set of documents that indicate your company's financial health and status

Payment of fees to the Registrar

Timely payment of required fees ensures your company remains in good standing with the Accounting and Corporate Regulatory Authority (ACRA)

Maintenance of Registered Office Address

Your registered office address must be kept current to reflect your company’s operational location

Keeping of registers and books

Accurate maintenance of company registers and books is crucial for legal compliance and transparency

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What It Is
Is a Company Secretary also a director?

No, these are two different roles in the company. A Corporate Secretary does not receive director status. However, if the same person wants to be both, Singapore law allows it. In this case, there must be other directors-- a single director cannot also serve as their own company's Corporate Secretary.

What It Is
Is a Company Secretary an employee?

You can hire a Corporate Secretary as your employee or outsource this service. Often companies don't have enough secretarial tasks for full-time in-house work. When you entrust this role to ATHR, you do not have to pay salary and associated taxes. Your expenses are limited to the subscription package you choose which makes outsourcing a more affordable option for smaller businesses.

What It Is
What does a Corporate Secretary do?

Your company's corporate secretary is tasked with taking care of all necessary documents or reports required by law. This includes: issuing company resolutions, managing regulatory filings and maintaining company books. It's their job to process every decision and every change your business goes through and report to ACRA accordingly.

What It Is
What documents does a Corporate Secretary have to prepare?

A corporate secretary tracks changes in your company and reports them to ACRA whenever you change directors, auditors, secretaries shareholders; share capital or company name. They are responsible for preparing key documents such as minutes of board and general meetings, statutory registers, annual returns, director's and corporate governance reports, share certificates, statutory forms, notices of meetings, and maintaining the company’s constitution. These documents ensure legal compliance and support corporate governance of your Singapore company.

Do I Need It?
Do I need a Corporate Secretary?

Yes! ACRA actually requires every Singapore business to hire one within 6 months after incorporation and this position cannot be vacant for more than 6 months. Your Corporate Secretary must be a Singapore resident, but don't worry--you can easily outsource this service to us!

Do I Need It?
Do I really need professional corporate secretarial services?

If you want to make sure your company is on top of all the latest changes in the law, then it's smart to get an experienced professional. Even if you're running a small business, having a Corporate Secretary can help you stay compliant with government regulations and ensure that you meet all necessary deadlines.

Do I Need It?
What if I already have a corporate secretary?

If you're planning to make the switch, ATHR makes the transition as painless as possible! Our simple process takes just minutes- we'll get in touch with your current secretary and take care of everything so you can continue receiving top-notch corporate secretarial services without worries about disrupting your business operations.

Do I Need It?
Can I be a Corporate Secretary myself?

While there are no official requirements for who can act as a Corporate Secretary, you do need to be a Singapore citizen or permanent resident residing in Singapore. Also, if you're the only director of your company, you can't also act as the Corporate Secretary.

Do I Need It?
I don't understand what my company needs.

A Corporate Secretary keeps track of any changes in your company (like directors, auditors, secretaries, shareholders, share structure or the company name) and reports them to government regulators or authorities. They're responsible for preparing board resolutions and minutes of annual general meetings while handling official correspondence on behalf of your company.

How Does It Work?
What types of business can subscribe to ATHR?

Our mission is to help busy entrepreneurs and businesses of all sizes grow in Singapore. Whether you're a private limited company (Pte Ltd), general or limited partnership (LP), or even a sole proprietorship looking to switch things up - we're here for you!

How Does It Work?
Do I need someone in-house or is ATHR enough?

Our certified Corporate Secretaries are ready to step in and handle everything you need. We take care of your administrative tasks, keep track of your company's deadlines, update documents and file your reports to ensure your compliance with the law.

How Does It Work?
Will I have to do anything myself?

Let us handle the heavy lifting! Just give us a heads up when you've made changes to your company: got a new registered address, replaced directors or officers, or decided on a new name. Get in touch with your personally assigned company secretary and we'll prepare all the necessary documents for you to sign electronically with just a tap of your finger.

How Does It Work?
How do I get in touch with ATHR's staff?

Easy-peasy! Just log in to your account on our platform and send a chat message to your assigned company secretary. If doing everything via livechat isn't your thing, we're also happy to answer emails, calls or arrange meetups at our local office--whatever works best for you!

How Does It Work?
In what form do I submit my data?

Don't worry about formatting, we can help you set them right. Just upload your files on our platform's file manager, store them in the cloud, or email them directly to our experts. Don't forget to keep in touch with your company secretary via livechat so they can help get your sorted!