Dormant company? Still not off the hook.
"My company is dormant, so nothing to file, right?" We hear it every month, usually from a director who has just received a reminder letter. A dormant company in Singapore is not a paused company. It still exists, it still has a compliance calendar, and the two authorities that watch it don’t even use the word "dormant" the same way.
In this article
Two definitions of dormant
This is the part that trips people up. To ACRA, a company is dormant when it has had no accounting transactions for the financial year — and ACRA is strict about what counts as a transaction. Paying the corporate secretary, bank charges, a filing fee: some of these are carved out, some aren’t, and one wrong entry can pull you out of dormant status.
To IRAS, dormant means the company earned no income during the year. It doesn’t care whether you paid a few bills. So a company can be dormant to IRAS and active to ACRA at the same time, and it happens more often than you’d think.
Rule of thumb: if money moved through the company for any reason, assume you are not dormant until someone checks the exact definition against your bank statement.
What ACRA still wants
A dormant company still has to hold its AGM within six months of the financial year-end and file its annual return within seven months. Those deadlines don’t soften because nothing happened. What can change is the paperwork behind them: a company that is dormant in ACRA’s sense and meets the other conditions may be exempt from preparing full financial statements. The conditions are set by the Companies Act and they include size tests, so "we did nothing" alone doesn’t qualify you.
You also still need a company secretary, a registered address and a resident director in place for the whole period. Letting any of those lapse is a separate offence, dormant or not.
What IRAS still wants
By default every company files Form C-S/C by 30 November and an ECI within three months of year-end. A dormant company can apply to IRAS for a waiver from filing the return, but it is an application, not an automatic pass: you have to meet IRAS’s conditions and you have to tell IRAS when the company starts trading again. Until the waiver is granted, the filing obligation stands, and an unfiled return draws the same reminders and penalties as an active company’s.
The quiet costs of staying dormant
A dormant company is cheap, not free. Each year you carry the secretary, the registered address, the annual return fee and, if you don’t qualify for the exemption, a set of accounts. Miss a year and the late-lodgement penalties start on top. We’ve met directors who kept a "spare" company dormant for five years, then discovered they had been out of ACRA’s dormant definition since year two because of a single bank charge.
Dormant or strike off?
The honest question is whether you will use the company again within a year or two. If yes, keep it dormant and file properly; keep the bank account still, and tell your secretary before any transaction goes through. If no, striking off is usually cleaner: you clear the tax position, close the bank account, and stop the clock on everything above. Which one fits depends on outstanding liabilities, whether the company ever registered for GST, and whether any director has other compliance issues open. That’s a fifteen-minute conversation, and it’s the kind we have every week.
Not sure if you’re really dormant?
Send us the bank statement and we’ll tell you which definition you meet, what still has to be filed, and whether keeping the company alive is worth it.
This article is general information, not legal, tax or financial advice. Thresholds, rates, penalties and filing rules are set by ACRA, IRAS, MOM and the relevant legislation and change over time; we have deliberately left the figures out. Please verify the current position or talk to us before making decisions. Morphrix Solutions Pte. Ltd. (formerly AG Solutions).