Dormant Companies in Singapore: Filing Rules & Compliance Guide (2026)

Many business owners assume that pausing operations or halting trade freezes all corporate obligations. In Singapore, a company maintains its legal entity status regardless of activity level.

To stay compliant and avoid unnecessary penalties, dormant companies must still handle:

• ACRA Annual Returns: Lodged annually within seven months of your financial year-end (for unlisted entities).

• IRAS Corporate Tax Returns: Submitted annually via Form C-S/C for Dormant Company unless IRAS grants an explicit filing waiver.

• Statutory Maintenance: Keeping a registered address, appointing a corporate secretary, and maintaining statutory registers.

ACRA vs. IRAS: How "Dormancy" is Defined

One of the most common pitfalls for startup founders and SME owners is assuming ACRA and IRAS follow the same criteria. The two regulators evaluate dormancy using different legal metrics:

Criteria	ACRA (Companies Act)	IRAS (Income Tax Act)
Primary Metric	Accounting Transactions	Revenue & Business Income
Definition	No accounting transactions occur during the financial year.	No business carried on and no income received during the basis period.
Permitted Transactions	Safe transactions permitted (e.g., corporate secretary fees, statutory fees/penalties, nominal sums $\le$ S$5,000).	None. Any interest, investment, or trading income invalidates dormant tax status.
Impact	Exemption from statutory audit and simplified financial statement reporting under S201A.	Eligibility for simplified dormant tax returns or full tax filing waivers.

Pro-Tip from Expede Tech: Watch out for active corporate bank accounts! A few dollars in earned interest on a company bank account will break dormancy with IRAS, even if ACRA considers the entity dormant.

What Must a Dormant Company Still File?

1. ACRA Annual Return (AR)

Even without commercial transactions, an unlisted dormant company must lodge an Annual Return with ACRA within 7 months of its financial year-end (FYE).

2. IRAS Corporate Income Tax Return

Every company receives a notice to file corporate income tax annually by 30 November. Dormant companies must file a simplified Form C-S / Form C for Dormant Company detailing zero active trade, unless they have secured an official IRAS Waiver.

What Happens If You Miss These Deadlines?

• Late Filing Fees: ACRA applies escalating late-lodgement penalties.

• IRAS Penalties: Late or non-filing can result in fines up to S$5,000 and estimated Notices of Assessment (NOA).

• Director Enforcement: Persistent non-compliance can lead to disqualification under ACRA’s 3-strike rule.

Filing Exemptions & Relief for Dormant Entities

While duties don't vanish completely, Singapore’s regulatory framework offers relief to keep admin light:

• Audit Exemption: Dormant companies are automatically exempt from statutory audit requirements.

• Financial Statement Exemption (Section 201A): Unlisted dormant relevant companies (with total assets not exceeding S$500,000) are exempt from preparing full financial statements for ACRA filing, though basic management accounts are still retained for internal record-keeping.

• IRAS Tax Waiver (Form CS/C Waiver): A dormant company can apply for a permanent waiver from filing corporate income tax returns if it:

  1. Has filed all prior returns up to the date of cessation.

  2. Holds no income-generating assets or investments.

  3. Is de-registered for GST (if previously registered).

  4. Does not plan to recommence business within the next 2 years.

Should You Keep a Company Dormant or Strike It Off?

Factor	Keep Dormant	Strike Off (Deregister)
Ongoing Costs	Low annual maintenance (Corp Sec & AR filing).	One-off strike-off fee; zero cost thereafter.
Reactivation	Immediate — company remains active and ready to trade.	Requires incorporating a brand-new entity.
Best For	Holding companies, IP management, or short-term project pauses.	Businesses with no future operational plans in Singapore.

How Expede Tech Pte Ltd Keeps Your Company Compliant

At Expede Tech Pte Ltd, we specialize in cloud-based, tech-enabled corporate secretarial and accounting solutions designed specifically for startups, SMEs, and foreign entrepreneurs in Singapore.

We handle your dormant company compliance efficiently and transparently:

• Digital Corporate Secretarial Support: Automated tracking of ACRA deadlines and seamless digital document signing.

• ACRA & IRAS Lodgements: Timely filing of Annual Returns, preparation of unaudited management statements, and submission of dormant tax returns.

• IRAS Waiver Applications: End-to-end guidance to secure tax-filing waivers for long-term dormant entities.

• Cost-Effective Packages: Transparent pricing so you never pay full operational fees for a paused company.

Frequently Asked Questions

Do I still need a Corporate Secretary if my company is dormant?

Yes. 

Under Section 171 of the Singapore Companies Act, every company must appoint a qualified Corporate Secretary residing in Singapore within 6 months of incorporation.

What happens when my dormant company resumes trading?

You simply commence operations, notify IRAS by submitting your tax return for that Year of Assessment, and log all standard accounting transactions into your bookkeeping system.

Can a dormant company keep its bank account open?

Yes

but ensure the account does not accrue interest or incur active transactions that could compromise your tax-dormant status with IRAS.

Key Takeaway: A dormant company in Singapore is not exempt from regulatory compliance. Even with zero revenue or active trading, every registered company must maintain its annual filings with ACRA and IRAS unless official waivers are granted.