DORMANT COMPANY

DORMANT COMPANY FILING

What is Dormant according to IRAS?

A company that does not have any revenue or income during a given financial period is considered Dormant by IRAS even though it may have incurred some expenses.

What is Dormant according to ACRA?

ACRA defines a dormant company as one that has NIL transactions not allowing the “expenses only” distinction. However, ACRA makes an exception for some defined expenses which if incurred will still allow the company to be considered dormant. These expenses are:

  • The appointment of a secretary of a company
  • The appointment of an auditor
  • The maintenance of a registered office
  • The keeping of registers and books
  • The payment of fees to the Registrar or an amount of any fine or default penalty paid to the Registrar (ACRA)
  • The taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum

Dormant Company Annual Filings for IRAS

  • Companies considered “Dormant” are still required to make the following annual filings:
  • For the 1st year, Companies are required to file a waiver to file Form C (Corporate Tax return) to IRAS.
  • For subsequent years, no other filings to IRAS are required unless the company starts to generate revenue again.

The qualifying conditions for the company for Waiver of Income Tax Return are:

  • It must be dormant and has submitted either its Form C-S or Form C, accounts and tax computations up to the date of cessation of business;
  • It must not own 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 Goods 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.

Dormant Company Annual Filings for ACRA

  • ACRA does not exempt dormant companies from any of its filing requirements
  • From 3 January 2016, non exempt (non EPC) private companies are exempted from requiring its accounts audited if they are dormant and

(a) the company fulfills the substantial assets test; and
(b) the company has been dormant from the time of formation or since the end of the previous financial year.

​According to the substantial assets test, the total assets of the company at any time within the financial year must not exceed $500,000. For a parent company, the consolidated total assets of group at any time within the financial year must not exceed $500,000.

  • Therefore all dormant companies need to prepare its accounts in accordance with SFRS/IFRS (prescribed Singapore accounting standards), convene its AGM physically or by written means and complete annual return filings with ACRA within prescribed time limits.

Cost payable for Dormant exempted Company

  • Company Secretarial Fee irrespective of fact that the company is dormant.
  • Similarly accounting charges for preparation of accounts as per SFRS/IFRS and tax filings charges are also chargeable.

Cost payable for Dormant non-exempted Company (other than a subsidiary of a listed company)

  • Company Secretarial Fee irrespective of fact that the company is dormant.
  • Similarly accounting charges for preparation of accounts as per SFRS/IFRS and tax filings charges are also chargeable.
  • Dormant non exempt private companies, although not required to submit audited accounts, are still required to file XBRL

We understands that you would like to keep the cost low for dormant company so we have a special package only if you fulfill the terms and conditions below :

1. Engaging us as your Corporate Secretary 1 year or 2 years package
(Comes with Corporate Secretary includes the AR + AGM filing + Filing fee of $60)
2. Exempted from doing Unaudited Financial Statements
3. Your company is dormant, solvent and dormant from the time of formation or since end of previous financial year.
4. You have only minimal banking charges in your bank statements with no other revenue and expenses as mentioned in ACRA.

SPECIAL PACKAGE FOR DORMANT COMPANY

  • Dormant Company Package – Preparation of management account for Annual Return filing purposes = $400
  • Waiver of Income Tax (Form C/S) = $200

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