Dormant Company in Singapore: What You Still Need to File With ACRA and IRAS
A dormant company in Singapore still has filing duties. Every year it must file an annual return with ACRA, keep a company secretary and a registered office, and file a tax return with IRAS by 30 November (the short Form for Dormant Company) unless IRAS has granted a filing waiver. What it usually escapes is the audit and, if it qualifies, its financial statements and AGM.
This guide is for directors whose company has stopped trading, has not started yet or is being kept for later. The catch is that ACRA and IRAS define "dormant" differently, so a company can be dormant for one and not the other. Ignored filings lead to penalties, estimated tax bills and, after repeated convictions, disqualification as a director. All amounts are in Singapore dollars (SGD), as at November 2026.
Key takeaways
- ACRA: file the annual return ($60) within 7 months of every financial year end. A private dormant relevant company can file as soon as its year ends and needs no AGM.
- IRAS: file the Form for Dormant Company by 30 November unless myTax Portal shows "No Business Done", which means a waiver applies. No ECI is needed.
- Interest breaks dormancy for tax. Even fixed deposit interest means a regular Form C-S, C-S (Lite) or C for that YA.
- No audit while dormant (section 205B), and no financial statements or XBRL if the company has been dormant since incorporation or its last year end with total assets never above $500,000 (section 201A).
- No plans to restart? Voluntary striking off is free to apply for on Bizfile.
Table of Contents
- What Is a Dormant Company in Singapore?
- Dormant Company Filing Requirements Checklist
- What ACRA Still Requires Each Year
- What IRAS Still Requires Each Year
- How Much Does a Dormant Company Cost to Keep?
- How to Make a Company Dormant and Keep It Compliant
- Reactivating a Dormant Company
- Keep It Dormant or Strike It Off?
- Common Mistakes to Avoid
- When to Get Professional Help
- Frequently Asked Questions
- Official Sources
What Is a Dormant Company in Singapore?
Singapore uses two tests. ACRA applies the Companies Act 1967 to each financial year, and IRAS applies the Income Tax Act 1947 to the basis period for each Year of Assessment (YA). Your exemptions depend on which test the company passes.
| Question | ACRA (Companies Act 1967) | IRAS (Income Tax Act 1947) |
|---|---|---|
| Test | No significant accounting transactions in the financial year. Anything that affects the financial statements is an accounting transaction. | No business carried on and no income for the whole basis period. |
| Period | The financial year. The financial statements exemption also needs dormancy since incorporation or the previous year end. | The basis period, normally the financial year ending in the previous calendar year (a year ending 31 December 2025 is YA 2026). |
| Interest or other income | An accounting transaction. A few dollars of interest is a judgement call; regular income such as rent is unlikely to count as insignificant. | Not dormant for that YA, because the test is no income at all. IRAS gives interest, dividends and rent as examples of income. |
| Fees and bank charges paid | Accounting transactions; agree the treatment with your accountant. | Paying expenses is not business or income, but IRAS does not let a dormant company deduct them or claim capital allowances. |
| Holding assets | Allowed, but total assets above $500,000 at any time remove the financial statements exemption. | Allowed if the investments earn nothing. |
| Result | No audit. A dormant relevant company also skips financial statements and, if private, the AGM. | The Form for Dormant Company, or a waiver from filing. |
Dormant Company Filing Requirements Checklist
Use this as your yearly checklist. "Exempt" applies when the stated condition is met, and "Depends" turns on facts you need to check.
| Obligation | Who | Status | Condition or note |
|---|---|---|---|
| Annual return ($60) | ACRA | Required | Every year, even with an IRAS waiver; within 7 months of the year end |
| Company secretary | ACRA | Required | No vacancy over 6 months; cannot be the sole director |
| Registered office | ACRA | Required | In Singapore; changes filed within 14 days |
| Resident director | ACRA | Required | At least one ordinarily resident in Singapore |
| Registers, including the RORC | ACRA | Required | Keep the RORC current and confirm controllers yearly; file officer and share changes within 14 days |
| Audit | ACRA | Exempt | Section 205B; no auditor needed |
| Financial statements | ACRA | Exempt or Depends | Exempt for a dormant relevant company; otherwise prepare them, and file unless a solvent exempt private company |
| XBRL | ACRA | Exempt or Depends | Only if financial statements are filed: Simplified XBRL if revenue and total assets are $500,000 or less, otherwise Full XBRL |
| AGM | ACRA | Exempt or Depends | Exempt for a private dormant relevant company; other private companies can dispense by resolution or send accounts within 5 months |
| Tax return | IRAS | Required | Form for Dormant Company by 30 November; Form C-S, C-S (Lite) or C if any income; nothing after a waiver |
| ECI | IRAS | Exempt | Revenue of $5 million or less and nil ECI, or a waiver |
| GST returns | IRAS | Depends | Only while registered; cancel within 30 days of stopping taxable supplies for good |
| CPF and Form IR8A | CPF Board, IRAS | Depends | Only if the company pays salaries or directors' fees |
| Records | IRAS | Required | Keep for at least 5 years |
What ACRA Still Requires Each Year
Dormant Company Annual Return
No live company escapes the annual return (section 197), and ACRA's rule expressly covers dormant companies and those with an IRAS waiver. A non-listed company with a 31 December year end files by 31 July of the following year, but a private dormant relevant company can file as soon as its year ends. A director or the company secretary files it on Bizfile, logging in as a "Business User" through Corppass, or a corporate service provider files it for you. In the return you answer the dormancy questions and tick declarations to claim the audit and financial statements exemptions. Since 20 October 2026, you also confirm that the particulars ACRA holds for the company's directors, secretary, auditors and relevant members are accurate. Our annual return filing service can handle it for you.
AGM Exemption
A private dormant relevant company need not hold an AGM. A private dormant company that does not qualify, for example because its assets exceed $500,000, can send its financial statements to members within 5 months of the year end, or have all members resolve under section 175A to dispense with AGMs. If the constitution demands an AGM every year, follow it or amend it; Model Constitution wording needs no change.
Financial Statements and XBRL for Dormant Companies
Under section 201A, a dormant company need not prepare or file financial statements if it is a "dormant relevant company": dormant since incorporation or the previous year end, with total assets (consolidated, for a parent) that never exceeded $500,000 during the year, and not listed or a listed company's subsidiary.
Fail any condition and the company must prepare financial statements, even without an audit. It files them with the annual return, in Simplified XBRL plus a PDF copy if revenue and total assets are both $500,000 or less, and in Full XBRL otherwise. The exception is a solvent exempt private company (up to 20 individual shareholders, no corporate shareholder, able to pay its debts as they fall due), which need not file them.
Dormant Company Audit Exemption
Section 205B exempts a dormant company from audit, and ACRA notes this is not limited to private companies, so no auditor needs to be appointed. When dormancy ends, a private company usually relies on the small company audit exemption instead, which tests revenue, total assets and headcount.
Secretary, Office and Register Duties
These continue while the company sleeps: a company secretary (the FAQ below explains who qualifies), a Singapore registered office and at least one director ordinarily resident here. Since 20 October 2026, the office need not open to the public for set hours, but records must be made available for at least two hours on each relevant business day after reasonable notice. The register of registrable controllers must stay current, and the company must send each controller a notice at least once a year to confirm their particulars; failing to send the notices can bring fines of up to $25,000.
What IRAS Still Requires Each Year
Form for Dormant Company or Form C-S?
With no business and no income for the whole basis period, the company files the Form for Dormant Company on myTax Portal by 30 November. It has two essential declarations, takes about 5 minutes and needs no financial statements. The filer needs Singpass, the company's UEN and Corppass authorisation as an "Approver" for Corporate Tax (Filing and Applications).
Any income, even a little interest, means a regular return instead, usually Form C-S (Lite) for revenue of $200,000 or less. Our guide to Form C, Form C-S and Form C-S (Lite) explains the conditions. Check the company's status first under Account > Update Corporate Profile/ Contact Details: "No Business Done" means a waiver applies, and "Active" means you must file.
ECI for a Dormant Company
ECI is not required for a YA if revenue is $5 million or less and ECI is nil, and you need not tell IRAS. A dormant company meets both tests, and a waiver removes ECI entirely. Our ECI filing guide covers the rules once the company is active.
The IRAS Filing Waiver
The waiver is not automatic. To stop IRAS issuing returns, apply through the "Apply for Waiver/ File last Form C-S/ C (Dormant/ Striking Off)" digital service. The company must be dormant, with all returns, financial statements and tax computations filed up to the date it ceased business. It must also own no investments or earn nothing from them, have cancelled any GST registration and have no intention of restarting within 2 years. If business ceased in a period whose return IRAS has not yet issued (an advance YA), that return must be filed within 21 days of applying, or the application is rejected. IRAS processes e-applications within 2 months, longer for complex cases. A company dormant since incorporation can apply too. Our guide to the IRAS dormant company filing waiver sets out the steps.
GST Registration and Tax Losses
A GST-registered company that has stopped making taxable supplies for good must apply to cancel within 30 days. Until then it files GST returns, nil or not, and a late return costs $200 immediately plus $200 per completed month, up to $10,000. The final return is the GST F8, and GST is due on business assets still held if those on which input tax was claimed are worth more than $10,000 in total.
Unused tax losses from earlier active years survive dormancy: they can be deducted against income in a later YA if the shareholding test is met.
How Much Does a Dormant Company Cost to Keep?
A truly dormant company is cheap to keep but not free. Earning interest adds accounts and a full tax return, and failing the $500,000 asset test adds financial statements.
| Cost item | Truly dormant | Needs accounts (interest, or assets above $500,000) |
|---|---|---|
| ACRA annual return fee | $60 | $60 |
| Company secretary and annual return filing | Needed every year | Needed every year |
| Yearly accounting, financial statements and Form C-S/C-S Lite filing | Not needed | Needed every year |
| IRAS tax return | Form for Dormant Company, or none with a waiver | Form C-S (Lite) or Form C-S if there is income; still the Form for Dormant Company if only the asset test fails |
| Registered address, resident director, bank charges | Provider's and bank's fees | Provider's and bank's fees |
Our current fees are on our company secretary page and with our annual packages, and we quote once we know which column your company falls in. The Form for Dormant Company itself is one filing you can sensibly do yourself.
What It Costs If You Stop Filing
| Missed obligation | What can happen |
|---|---|
| Annual return late | $300 within 3 months of the due date, $600 after; ACRA may offer a composition of at least $500 instead of prosecution |
| Documents unfiled with ACRA for 3 months or more | ACRA can debar a director, who then cannot take new director or company secretary appointments |
| Tax return not filed by 30 November | Estimated Notice of Assessment, payable within 1 month; composition of up to $5,000 per offence; court summons |
| Tax returns missed for 2 or more years | On conviction, twice the tax assessed plus a fine of up to $5,000 per offence |
| GST return late | $200, plus $200 per completed month, up to $10,000 per return |
| Three ACRA filing convictions in 5 years | Disqualification as a director for 5 years |
| ACRA strikes the company off | The company ceases to exist; directors of 3 or more companies struck off by ACRA within 5 years are disqualified |
How to Make a Company Dormant and Keep It Compliant
With ACRA, you claim dormancy in each annual return. With IRAS, you file the Form for Dormant Company each year or apply for the waiver. Work through these steps in order.
- Date the dormancy. The year trading stopped is a normal filing year; the dormant exemptions can start from the next financial year.
- Stop income at source. Hold cash in an account that pays no interest and end any rent or other income.
- Cancel GST registration within 30 days if taxable supplies have stopped for good, and file the GST F8.
- Check the asset test: total assets at $500,000 or less throughout the year.
- File the annual return on Bizfile within 7 months of the year end, claiming the dormant exemptions.
- Check myTax Portal before 30 November and, if the status is "Active", file the Form for Dormant Company or apply for the filing waiver.
- Keep officers and registers current, including yearly confirmations from registrable controllers.
- Keep records for at least 5 years.
Our company filing deadline calculator shows the dates for your year end.
Reactivating a Dormant Company
When the company restarts trading or receives income:
- Tell IRAS within 1 month if it has a waiver, using the Recommencement of Business form; failing to do so is an offence. A one-off receipt while the company stays dormant can be explained by letter instead, with that YA's accounts and tax computation.
- Prepare accounts. The dormant exemptions end for the year activity resumes, so the company needs financial statements and an audit unless another exemption applies.
- Update Bizfile within 14 days for changed details such as business activity or address.
- Resume full tax filing: ECI within 3 months of the year end (unless revenue is $5 million or less and ECI is nil), then Form C-S, C-S (Lite) or C.
- Watch GST: registration is compulsory once taxable turnover exceeds $1 million in a calendar year, or is expected to in the next 12 months.
Dormant years can also use up the start-up tax exemption, which covers only a company's first three consecutive YAs. Example: a qualifying company incorporated in March 2023 with a 31 December year end has YA 2024 to YA 2026 as those three YAs. If it starts trading in January 2026, its first profits fall into YA 2027 and get only the partial tax exemption. On $100,000 of chargeable income, that means tax of $8,075 instead of $4,250, before any rebate.
Keep It Dormant or Strike It Off?
Keep the company dormant if you expect to use it again, since it keeps its name, UEN, bank account and history. Keep filing, though: ACRA can strike off a company it believes is not carrying on business, and unfiled annual returns are a common reason.
With no plans for it, striking off usually costs less over time. A voluntary application on Bizfile is free. The company must have stopped trading (or never started), own nothing and owe nothing, have no charges, legal proceedings or unresolved government matters, and have the support of all or most of its directors. Overdue annual returns alone do not block an application if there is no court summons.
Before applying, settle the company's taxes with IRAS: file every tax return up to the date business ceased and cancel any GST registration, or IRAS will object. For applications made from 20 October 2026, striking off takes at least 2 months after ACRA approves it, including a 60-day objection window. A company you strike off can return only by court order within six years, and former officers must keep its books for at least 5 years after dissolution. We compare both routes in strike off or keep a dormant company, and our striking off service handles the steps in order.
Common Mistakes to Avoid
- Assuming dormant means nothing to file. The annual return is due every year, and the tax return until IRAS grants a waiver.
- Leaving a fixed deposit running. The interest turns a 5-minute form into a full return with accounts.
- Claiming dormancy for the year trading stopped. That year is a normal filing year.
- Ignoring the $500,000 asset test. Property or cash above it means financial statements are needed.
- Keeping GST registration open. Nil returns stay due, and the waiver needs GST cancelled first.
- Letting the registered office lapse. ACRA sends summonses by registered mail to the registered office or a director's home address.
- Relying on an agent without checking. IRAS holds directors responsible even when their agent fails to act.
When to Get Professional Help
You may not need us. If the company has been dormant since its last year end, earns nothing, has total assets of $500,000 or less and is not GST-registered, a director with the Corppass Approver role can file the Form for Dormant Company, and your secretary can file the annual return.
Get help if filings are overdue or you hold a composition offer, estimated assessment or summons; if the company earned income or holds more than $500,000; or if you are cancelling GST, applying for the waiver, restarting or striking off. Tax Filing SG is run by ex-Big 4 Singapore Chartered Accountants (ISCA members), and we confirm what is due and our fee for your case before you commit. Send us your company's details on WhatsApp.
Frequently Asked Questions
Does a dormant company need to file annual returns in Singapore?
Yes. Every company must file an annual return with ACRA each year while it is live, including dormant companies and those with an IRAS tax waiver. A non-listed company files within 7 months of its financial year end and pays $60. A private dormant relevant company can file as soon as its year ends. Filing late costs $300, or $600 if more than 3 months late.
Does a dormant company need to file tax returns?
Yes, unless IRAS has granted a waiver. A company with no business and no income for the whole basis period files the Form for Dormant Company on myTax Portal by 30 November. It has two essential declarations, takes about 5 minutes and needs no financial statements. If myTax Portal shows the status No Business Done, a waiver applies and nothing is due.
Does a dormant company need an auditor?
No. Section 205B of the Companies Act 1967 exempts a dormant company from audit, so it does not need to appoint an auditor. Once the company is active again, it needs an audit unless it is a private company that qualifies as a small company, generally by meeting 2 of 3 limits for the past two financial years: revenue up to $10 million, total assets up to $10 million and 50 or fewer employees.
Does a dormant company need a company secretary?
Yes. Being dormant does not change the rule. The secretary must be a natural person who is a Singapore citizen, a permanent resident or meets local residency rules, and cannot be the sole director. The post cannot stay vacant for more than 6 months, and ACRA says a director may be fined up to $1,000 if the company goes without one.
Is a company with only bank interest considered dormant?
Not for tax. IRAS says a company that receives interest income, even only from fixed deposits, is not dormant for that Year of Assessment and must file Form C-S, Form C-S (Lite) or Form C; its guidance mentions no minimum amount. For ACRA, interest is an accounting transaction and whether it is significant is a judgement call. Holding cash in an account that pays no interest avoids the issue.
How much does it cost to maintain a dormant company?
The core costs are ACRA's $60 annual return fee, a company secretary and a registered address. A company with interest income also needs accounts and a full tax return, and one with assets above $500,000 needs financial statements. Secretary, address and accounting fees vary by provider, so ask for a quote that lists each item, including whether ACRA's $60 is in it.
Official Sources
- IRAS: Dormant companies and the filing waiver
- IRAS: Estimated Chargeable Income filing
- IRAS: Cancelling GST registration
- ACRA: Annual return deadlines
- ACRA: Financial statements and XBRL exemptions
- ACRA: Audit exemptions
- ACRA: AGM due dates and exemptions
- ACRA: Striking off a local company
Not sure what your dormant company still has to file?
Send us the company name and its last filings on WhatsApp, and a Singapore Chartered Accountant will tell you what needs to be filed, which exemptions apply and our fee for your case before you commit.
About Tax Filing SG — We are a Singapore accounting practice run by ex-Big 4 Singapore Chartered Accountants (ISCA). We handle accounting, corporate tax, GST and company secretarial work for Singapore SMEs, including overdue and late filings.
Last updated: 9 November 2026. This article is general information based on IRAS and ACRA guidance as at November 2026, not advice for your specific situation. Rules, rates and deadlines change, so check the official sources above or speak to us before acting.