Restoring a company in Singapore involves a legal process governed by the Companies Act 1967. This guide outlines the steps, costs, and considerations for reinstating a company that has been struck off the register by the Accounting and Corporate Regulatory Authority (ACRA).

Why Companies Are Struck Off in Singapore

Companies in Singapore may be struck off the register for reasons such as:

1. Failure to File Annual Returns:
   • Companies are required to file annual returns with ACRA. Non-compliance can result in striking off.
2. Non-Response to Notices:
   • Companies that fail to respond to ACRA’s correspondence regarding non-compliance or inactivity may be removed from the register.
3. Voluntary Application for Striking Off:
   • Shareholders may request striking off if the company has ceased operations and meets the eligibility criteria.
4. Failure to Maintain a Registered Office:
   • Companies that do not maintain a registered office in Singapore, as required by law, can face removal.

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The Restoration Process

1. Determine Eligibility:
   • Restoration is possible within six years of the company’s striking off date.
   • Applications can be made by former directors, shareholders, or other stakeholders.
2. Prepare Supporting Documentation:
   • Submit required documents, including:
     • ACRA’s Notice of Striking Off.
     • Proof of interest in the company’s restoration (e.g., unresolved liabilities or assets held by the company).
3. Settle Outstanding Obligations:
   • Pay any outstanding fees, penalties, and compliance obligations, such as unfiled annual returns or taxes.
4. File an Application to ACRA:
   • Submit the completed application for restoration through ACRA’s BizFile+ portal.
   • Include supporting documents and payment of applicable restoration fees.
5. Receive Notice of Restoration:
   • Once approved, ACRA reinstates the company on the register and issues a Notice of Restoration.

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Key Considerations

1. Court-Ordered Restoration:
   • If six years have elapsed since striking off, restoration requires a court order. This involves additional legal proceedings and costs.
2. Impact on Liabilities:
   • Restoration revives all prior liabilities, including contractual obligations, debts, and tax responsibilities.
3. Compliance Post-Restoration:
   • Restored companies must comply with Singapore’s regulatory requirements, including maintaining a registered office and filing timely returns.

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Costs Involved

Restoration costs in Singapore include:

• Outstanding Filing Fees: Payment of unfiled annual returns and associated penalties.
• Restoration Fees: Charges for reinstating the company on the register.
• Legal Fees: Applicable for court-ordered restorations.

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Benefits of Restoring a Company in Singapore

1. Asset Recovery:
   • Restored companies can reclaim access to assets, such as bank accounts and intellectual property.
2. Business Continuity:
   • Restoration allows companies to resume operations under their original structure and registration number.
3. Retention of Incorporation Date:
   • A restored company retains its original incorporation date, preserving its corporate identity and legal history.

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Conclusion

Restoring a company in Singapore is a vital process for businesses seeking to reclaim assets, resolve obligations, or resume operations. By adhering to the outlined steps and working with experienced professionals, the process can be completed efficiently and in compliance with local regulations.

For more insights, explore our resources on company restoration or speak to us about restoring a company in Singapore.