Dormant Company Filing

What is considered dormant company?

The definition of dormancy differs somewhat between IRAS (Internal Revenue Authority of Singapore) and ACRA (Accounting and Corporate Regulatory Authority).  In some cases, a company that is defined as “dormant” by IRAS can be considered “active” by ACRA.

Dormant according to IRAS

A company that does not have any revenue or income during a given financial period is considered Dormant by IRAS even though it may have booked or incurred expenses.

Dormant according to ACRA

ACRA defines a dormant company as one that has NIL accounting transactions not allowing the “expenses only” distinction.  However, ACRA makes an exception for some defined expenses which if incurred will still allow the company to be considered dormant.  These expenses are:

  • The appointment of a secretary of a company
  • The appointment of an auditor
  • The maintenance of a registered office
  • The keeping of registers and books
  • The payment of fees to the Registrar or an amount of any fine or default penalty paid to the Registrar (ACRA)
  • The taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum

Dormant Company Annual Filings

Companies considered “Dormant” are still required to make the following annual filings:

  • For the first year of dormancy, companies are required to file a waiver to file Form C (Corporate Tax return) to IRAS.
  • For subsequent years, no other filings to IRAS are required unless the company starts to generate revenue again.
  • ACRA does not exempt dormant companies from any of its filing requirements
  • Non exempt (non EPC) private companies are exempted from requiring its accounts audited if they are dormant

Other points of note

  • Company secretarial annual retainer fees will still be charged irrespective of fact that the company is dormant
  • Dormant non exempt private companies, although not required to submit audited accounts, are still required to file XBRL

 

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