ACRA COMPLIANCE GUIDE · UPDATED AUGUST 2026
Dormant company in Singapore: what you still have to file
“Dormant” is where directors get caught out twice: IRAS and ACRA define the word differently, and neither treats dormancy as a reason to stop filing. Handled properly, a dormant company can cost almost nothing to keep — a two-field tax return or a full waiver on the IRAS side, and a S$60 Annual Return with no financial statements on the ACRA side. Here is the whole picture.
TWO DEFINITIONS
One word, two regulators, two tests.
Most dormant-company mistakes trace back to assuming the two tests are the same. They are not — a company can pass one and fail the other, and the exemptions each regulator offers hang off its own definition.
Dormant to IRAS
No business carried on and no income for the whole basis period.
Both limbs must hold. A company that holds investments — property, fixed deposits, shares — but derives no income from them and does no business is still dormant. One rental payment or one interest credit ends the dormancy for that Year of Assessment.
Dormant to ACRA
No accounting transaction occurs during the period — a stricter, bookkeeping-level test.
The Companies Act disregards a short list of housekeeping items: appointing a secretary or auditor, maintaining the registered office, keeping registers, and paying government fees, penalties or composition amounts. Almost anything else that touches the financial statements — including paying a supplier — breaks dormancy.
THE IRAS SIDE
The tax return: file the short form, or waive it away.
While dormant, the company cannot claim capital allowances or deduct expenses — there is no trade to deduct against — though unutilised losses from active years can still be carried forward subject to the shareholding test.
Default: file the dormant company tax return each year
Dormant does not switch off the Form C-S/C obligation. The return is still due by 30 November every year — but IRAS provides a File Form for Dormant Company digital service on myTax Portal with only two essential fields, taking about five minutes, and no financial statements need to be submitted with it.
Better: apply for the filing waiver
The Apply for Waiver/ File last Form C-S/ C (Dormant/ Striking Off) e-service removes the annual filing entirely. Four conditions: returns and accounts filed up to cessation of business; no investment income (owning investments is fine, earning from them is not); GST registration cancelled beforehand if the company was registered; and no intention to recommence business within the next 2 years.
Waiver mechanics
IRAS processes the e-application within 2 months. Once granted, the waiver is ongoing — no annual re-application, and no return is issued from the waiver date. A newly incorporated company that has never filed can apply if it is likely to remain dormant for at least the next two years.
ECI resolves itself
There is no dormant-specific ECI exemption, but the general waiver applies: annual revenue of S$5 million or below and nil ECI means no ECI filing is required. A genuinely dormant company has both, so it self-assesses as covered — nothing to submit, nothing to apply for.
THE ACRA SIDE
What ACRA still expects from a dormant company.
The Annual Return is still due — every year
Dormancy changes nothing here: the AR is due within 7 months after the financial year end for a non-listed company, with the S$60 filing fee. File late and the S$300/S$600 late lodgement penalty applies automatically; persistent default can end in composition sums, prosecution, or ACRA itself striking the company off.
Financial statements: the S$500,000 exemption
A dormant relevant company — unlisted, not a subsidiary of a listed company, and with total assets never exceeding S$500,000 during the year (consolidated, for a parent) — is exempt from preparing and filing financial statements, provided it has been dormant since formation or since the end of the previous financial year.
Over S$500,000? Prepare, but skip the audit
A dormant company that fails the assets test must still prepare financial statements and file them with the AR, but dormant companies are exempt from audit regardless of size — so the statements are unaudited. In the AR flow you declare the dormancy and tick the exemption declarations.
AGM and registers continue
A dormant private company meeting the same unlisted-plus-S$500,000 test is exempt from holding AGMs, though members can still demand one up to 14 days before the six-month deadline. The Register of Registrable Controllers must be kept current and lodged with ACRA's central register until the company is struck off.
WAKING UP
Recommencing business: the one-month clock.
Tell IRAS within one month
Once the company recommences business or starts receiving any income, IRAS must be notified within 1 month via the Recommencement of Business form — date of recommencement or of first income (whichever is earlier), plus the new principal activity if it changed. Failing to notify is an offence.
One-off income is handled differently
A company that stays dormant but receives a single item of income — an interest credit, a dividend — submits a letter to IRAS with financial statements and a tax computation for that YA, rather than switching back to full annual filing.
GST re-enters the picture
The filing waiver required GST de-registration, so a company that restarts trading applies the registration tests afresh: compulsory registration once taxable turnover exceeds S$1 million looking back over the calendar year, or once it is expected to exceed S$1 million in the next 12 months.
THE ALTERNATIVE
Stay dormant, or strike off?
What staying dormant costs
The recurring government cost is the S$60 Annual Return fee — plus the commercial reality that the company still needs a registered office, a company secretary and someone to file on time. Dormancy suits a company holding a licence, a brand or plans to restart.
What striking off requires
The Bizfile application is free and approval is immediate where no further director endorsement is needed. The company must have stopped trading (or never started), owe nothing to anyone including government agencies, hold no assets, have no charges registered and no legal proceedings — and tax filings must be settled with IRAS first, or IRAS will object.
The timeline runs in stages
After approval: officers have 30 days to object, the First Gazette Notification follows within 30 days, a 60-day waiting period lets interested parties object, and the Final Gazette Notification removes the company. An unresolved objection gives the company two months to fix the issue before the application lapses.
Common questions.
What counts as a dormant company in Singapore?
It depends who is asking. To IRAS, a company is dormant when it carries on no business and has no income for the whole basis period. To ACRA, a company is dormant while no accounting transaction occurs — with statutory housekeeping (secretary and auditor appointments, registered office, government fees) disregarded. A company can be dormant for one regulator and not the other.
Does a dormant company still file a tax return?
Yes, unless IRAS has granted a waiver. The dormant return is filed through the File Form for Dormant Company service on myTax Portal — two essential fields, about five minutes, no financial statements attached — by 30 November each year. With the waiver granted, no return is due at all and the waiver carries forward automatically.
How does a dormant company get the IRAS filing waiver?
Apply through the Apply for Waiver/ File last Form C-S/ C (Dormant/ Striking Off) digital service. The company must have filed everything up to cessation of business, must not earn income from any investments it holds, must have cancelled any GST registration first, and must not intend to recommence business within 2 years. IRAS processes e-applications within about 2 months.
Does a dormant company still file an ACRA Annual Return?
Yes — every year, within 7 months of the financial year end, with the S$60 fee. The IRAS waiver has no effect on ACRA obligations. Dormant relevant companies with total assets of S$500,000 or less are, however, exempt from preparing and filing financial statements with that return, and dormant private companies meeting the same test are exempt from holding AGMs.
Does a dormant company need an audit?
No. Dormant companies are exempt from audit requirements under the Companies Act regardless of size. A dormant company with total assets above S$500,000 still prepares financial statements for its Annual Return, but they can be unaudited.
Should I keep the company dormant or strike it off?
Keep it dormant if the company holds something worth keeping — a licence, a trademark, a bank relationship, or genuine plans to restart — and the ~S$60 government fee plus secretary and registered-office costs are acceptable. Strike it off if the company is finished: the application is free, but every debt, asset, charge and tax filing must be cleared first, and the gazette process takes several months end to end.
Official sources
Definitions, thresholds and processing times are as published by IRAS and ACRA, checked on 25 August 2026.
This guide provides general information, not professional advice. Dormancy tests, exemption thresholds and e-service names depend on the company’s circumstances, and IRAS and ACRA requirements change from time to time.
WRITTEN BY
Jacqueline May
Principal Accountant · Chartered Accountant (Singapore), ISCA member
Jacqueline is a Chartered Accountant (Singapore) and ISCA member, and the Principal Accountant at Synergy Accounting, a Singapore practice established in 2013. She works on corporate tax, GST and ACRA compliance for small and medium businesses — the filings, deadlines and judgement calls most owners would rather hand over. These guides are written from what she sees in practice.