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Singapore - Dormant Company Filing Requirement

Answer
A dormant company is one that does not carry on business and has no income for the whole of the basis period. For example, if a company did not carry on business and had no income for the whole of the basis period ending in year 2018, it will be regarded as a dormant company for Year of Assessment (YA) 2019.

Q: What’s the definition of dormant company?
A:
The definition of dormant Company between IRAS (Inland Revenue Authority of Singapore) and ACRA (Accounting and Corporate Regulatory Authority) are different. In some cases, a company that is defined as dormant by IRAS can be considered as active by ACRA.

Dormant Company according to IRAS
IRAS defines a dormant company as a company which has not conducted any business and has not received any income over a 12-month period, even though it may have incurred expenses.

Dormant Company according to ACRA
ACRA defines a company as dormant during a period in which no accounting transaction occurs.

Transactions that will not affect the dormant status of the company:
  • Maintenance of a registered office;
  • Keeping of registers and books;
  • Appointment of an auditor;
  • Appointment of a secretary of a company;
  • Payment of fees to the Registrar or amount of any fine or default penalty paid to ACRA; and
  • A subscriber to the company’s constitution takes shares in the company

Q:
If the Company has only other income no revenue can be treated as dormant Company?
A:
Under the definition defined by IRAS, if the Company has no revenue but other income, it’s not a dormant company. However it maybe defined as “active” in ACRA’s definition.

Q:
Tax filing requirement for dormant company.
A:
A dormant company must submit its Income Tax Return unless the company has been granted waiver of Income Tax Return Submission. A dormant company may submit its Income Tax Return by:
  • E-Filing via mytax.iras,gov,sg using file Form C-S/C for Dormant Company e-Service. There is no need to submit financial statements to IRAS or;
  • Submitting a hard copy of the Income Tax Return (Form C-S/C) The dormant company need only complete Page 1 of Form C-S/C and need not submits its financial statements to IRAS.

Q:
How to apply for waiver to submit tax return?
A:

The qualifying conditions for the company are:
  • It must be dormant and has submitted its Form C-S/C, financial statements and tax computations up to the date of cessation of business;
  • It must no town any investments (e.g shares, real properties, fixed deposits). If the company owns investments, it must not derive any income from these investments;
  • It must have been de-registered for Good and Services Tax (GST) purposes prior to this application. If it had previously been a GST-registered company; and
  • It must not have the intention to recommence business within the next 2 years.

Q:
What should we do for recommencing business?
A:
Once a dormant company recommences business, or starts to receive any income, the company has to notify IRAS within one month from the date of commencement of business or earnings/receiving the income by writing to IRAS to request for an income Tax Return.
  • Subject header: Recommencement of business and request for Income Tax Return;
  • Name and Unique Entity Number (UEN) of the company;
  • Date of commencement of business in dd/mm/yyyy format;
  • Date of receipt of other source(s) of income (e.g. interest, dividend, rent, etc.) in dd/mm/yyyy format; and
  • New principal activity and the effective date of change in dd/mm/yyyy format together with a copy of Bizfile extracted ACRA showing the principal activity of the company.


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