Dormant Company Filing in Singapore: ACRA Annual Returns, IRAS Tax Waivers and Compliance (2027 Guide)

Singapore dormant company compliance guide covering ACRA annual returns, financial statements, IRAS corporate tax filing waivers and reactivation

Dormant Company Filing in Singapore: What Must You Still File in 2027?

A Singapore company that has stopped trading is not automatically exempt from annual compliance obligations. Even when a company has no business operations, no customers and no revenue, it may still need to file annual returns with the Accounting and Corporate Regulatory Authority (ACRA) and corporate income tax returns with the Inland Revenue Authority of Singapore (IRAS).

The most important distinction is that ACRA and IRAS apply different definitions of dormancy. A company may qualify for an exemption from preparing financial statements under the Companies Act without automatically qualifying for an IRAS corporate tax filing waiver.

This 2027 guide explains dormant company filing requirements in Singapore, including ACRA annual returns, financial statement exemptions, IRAS tax waivers, filing deadlines, compliance responsibilities and the steps required when business activities resume.

For assistance, explore BESO’s Dormant Company Services in Singapore.

What Is a Dormant Company in Singapore?

A dormant company is generally a company that has ceased business activity or has not commenced operations. However, its legal treatment depends on whether dormancy is being assessed under ACRA’s company law requirements or IRAS’s corporate income tax rules.

ACRA Definition of a Dormant Company

For financial reporting purposes, ACRA generally considers a company dormant when it has no significant accounting transactions during the relevant financial year.

Certain transactions may be disregarded under the Companies Act, such as specified transactions relating to company maintenance and statutory compliance.

Directors should review the actual transactions recorded in the company’s accounts before declaring dormancy.

IRAS Definition of a Dormant Company

For corporate income tax purposes, IRAS considers a company dormant when it does not carry on business and has no income for the entire basis period.

For example, a company that stopped trading but continued receiving interest income from fixed deposits would generally not qualify as dormant for that Year of Assessment.

Therefore, a company should not assume that having no sales automatically means it is dormant for tax purposes.

ACRA vs IRAS Dormant Company Rules: Key Differences

Requirement	ACRA	IRAS
Primary purpose	Company law and financial reporting	Corporate income tax compliance
Dormancy assessment	No significant accounting transactions, subject to statutory rules	No business activity and no income throughout the basis period
Annual return	Generally required every year	Not applicable
Financial statements	Preparation exemption may apply to qualifying dormant relevant companies	Generally not required with the simplified dormant company tax return
Corporate tax return	Not administered by ACRA	Generally required unless a filing waiver or exemption applies
Waiver effect	An IRAS waiver does not remove ACRA filing duties	Approved waiver removes specified corporate tax return filing obligations while conditions remain satisfied

The two regulatory frameworks should be assessed separately each financial year or Year of Assessment, as applicable.

Must a Dormant Company File an Annual Return With ACRA?

Yes. A Singapore-incorporated company generally must file an annual return with ACRA even if it is inactive or dormant.

An IRAS tax filing waiver does not remove the obligation to file an ACRA annual return.

The annual return updates or confirms key company information, including relevant particulars about the company, its officers, members and financial reporting status.

ACRA Annual Return Filing Deadline

For most non-listed Singapore companies, the annual return must be filed within seven months after the financial year end (FYE).

Different deadlines apply to listed companies and certain companies with overseas branch registers.

Company Category	General Annual Return Deadline
Non-listed company	Within 7 months after FYE
Non-listed company with share capital and an overseas branch register	Within 8 months after FYE
Listed company	Within 5 months after FYE
Listed company with share capital and an overseas branch register	Within 6 months after FYE

Example: A typical non-listed company with a financial year ending on 31 December 2026 would generally have an ACRA annual return deadline of 31 July 2027.

Company directors remain responsible for ensuring statutory filing deadlines are met, even when a corporate secretary or service provider handles the submission.

Does a Dormant Company Need to Prepare Financial Statements?

Not every dormant company is exempt from preparing financial statements.

Under section 201A of the Companies Act, a qualifying dormant relevant company may be exempt from preparing and filing financial statements.

Requirements for a Dormant Relevant Company

Key conditions include:

The company has been dormant since incorporation or since the end of the preceding financial year.
The company satisfies the applicable substantial assets test.
The company is not listed or a subsidiary of a listed company.
Other relevant statutory conditions are satisfied.

Under the substantial assets test, the relevant total assets threshold is S$500,000. For a parent company, the test considers the consolidated assets of the group.

The threshold applies throughout the relevant financial year, not merely on the financial year-end date.

A company with no trading activity but substantial investment assets may fail the exemption test.

Financial Statement Preparation vs Filing Exemption

Companies should distinguish between:

An exemption from preparing financial statements.
An exemption from filing financial statements with ACRA.
An exemption from statutory audit requirements.

These are separate legal concepts.

For example, a solvent exempt private company may qualify for a filing exemption without being exempt from preparing financial statements.

Directors should confirm the applicable exemption before making declarations in the ACRA annual return.

Does a Dormant Company Need to File Corporate Income Tax Returns With IRAS?

Generally, yes, unless IRAS has granted a waiver or the company is otherwise exempt from filing.

A company that qualifies as dormant for tax purposes may be able to use IRAS’s simplified Form for Dormant Company.

The simplified form requires only essential declarations and does not require the dormant company’s financial statements to be submitted with that form.

IRAS Corporate Tax Filing Deadline

Under the published corporate tax filing framework, the standard annual deadline for corporate income tax returns is 30 November.

For example, a company required to file its YA 2027 return would ordinarily do so by 30 November 2027, subject to the rules and deadlines applicable at that time.

Companies should not assume that an ACRA dormancy declaration removes this tax filing requirement.

What If the Company Has No Revenue?

No revenue does not always mean no income.

A company that receives interest, rental income, dividends or other investment income should assess whether it qualifies as dormant under IRAS’s rules.

Where income has been received, the company may need to file the appropriate corporate income tax return rather than the simplified dormant company form.

How to Apply for an IRAS Dormant Company Tax Filing Waiver

IRAS allows qualifying dormant companies to apply for a waiver from filing Form C-S, Form C-S (Lite) or Form C.

The waiver is not automatic merely because a company stops trading.

IRAS Waiver Eligibility Requirements

A company generally needs to satisfy the following conditions:

It is dormant and has completed the required corporate tax filings up to the cessation of business.
It does not own investments, or any investments held do not generate income.
It has cancelled its GST registration before applying, if previously GST-registered.
It does not intend to recommence business within the next two years.

IRAS also considers whether the company has outstanding tax returns, financial statements or tax computations for periods before cessation.

Step 1: Confirm the Business Cessation Date

Identify when the company stopped carrying on business and when it stopped receiving income.

Review bank statements, accounting records and investment holdings to confirm the position.

Step 2: Complete Outstanding Tax Filings

Ensure all required corporate tax returns have been submitted up to the cessation date.

Some companies may need to file returns for an advance Year of Assessment as part of the waiver process.

Step 3: Resolve GST Registration Where Applicable

If the company remains GST-registered, it must generally cancel its GST registration before applying for the dormant company corporate tax filing waiver.

Outstanding GST obligations must also be addressed separately.

Step 4: Submit the Waiver Application Through myTax Portal

Use IRAS’s Apply for Waiver / File Last Form C-S/C (Dormant/Striking Off) digital service at myTax Portal.

The application should accurately state the company’s cessation details and confirm that it meets the relevant conditions.

Step 5: Submit Any Required Advance Tax Returns

Where IRAS requires an advance Year of Assessment return, the company generally has 21 days from the waiver application date to submit the relevant return and supporting documents.

Failure to complete these filings within the required period may result in rejection of the waiver application.

Step 6: Retain the Approval Confirmation

Once approved, the company generally does not need to submit a fresh waiver application every year while it continues to satisfy the conditions.

However, the waiver does not eliminate ACRA annual return obligations.

Does an IRAS Waiver Exempt the Company From Estimated Chargeable Income Filing?

Yes. According to IRAS, a company that has been granted a waiver from filing corporate income tax returns does not need to file Estimated Chargeable Income (ECI) while the waiver remains applicable.

Companies without an approved waiver should separately assess whether they are required to file ECI or qualify for an ECI filing waiver under the applicable rules.

An exemption from ECI filing is not the same as an exemption from filing the annual corporate income tax return.

What Are the Ongoing Compliance Requirements for a Dormant Company?

A dormant Singapore company remains a registered legal entity and generally continues to have statutory responsibilities.

Depending on the company’s circumstances, these include:

Maintaining a registered office address.
Maintaining the required company officers and company secretary.
Keeping statutory registers and company records updated.
Filing ACRA annual returns by the applicable deadline.
Preparing financial statements unless a valid exemption applies.
Filing corporate tax returns unless exempted or granted a waiver.
Maintaining appropriate accounting and supporting records.
Updating ACRA when relevant company particulars change.
Meeting any remaining GST or other regulatory obligations.

Directors should periodically review the company’s dormancy status and compliance calendar.

What Happens If a Dormant Company Misses Its ACRA Annual Return?

Late annual return filing may result in ACRA penalties and further enforcement action.

ACRA’s published guidance indicates that late filing penalties can reach S$600 per annual return, depending on the delay and applicable rules.

Persistent non-compliance can expose the company and its officers to additional regulatory consequences.

Keeping a company dormant is not a substitute for maintaining statutory compliance.

How to Reactivate a Dormant Company in Singapore

A dormant company may resume business without incorporating a new company, provided it remains registered and satisfies the relevant legal requirements.

Before resuming operations, directors should review:

Whether the company’s registered business activities remain accurate.
Whether its licences and permits remain valid or need to be obtained.
Whether accounting and tax reporting arrangements are ready.
Whether GST registration is required.
Whether corporate records and officer particulars are current.
Whether the company has an existing IRAS corporate tax filing waiver.

Notify IRAS After Recommencing Business

If a company resumes business or receives income after obtaining an IRAS dormant company filing waiver, it must generally notify IRAS within one month of the commencement of business or receipt of income.

The company should request reinstatement of its corporate income tax filing obligations and provide the relevant information through IRAS’s prescribed channels.

Companies should also review whether their previous ACRA financial statement exemptions remain applicable.

Dormant Company vs Striking Off: Which Is Better?

Business owners who no longer trade may choose to retain a dormant company or pursue formal closure.

Consideration	Keep Company Dormant	Strike Off Company
Legal entity remains registered	Yes	No, after completion of strike-off
Potential future business use	Can resume subject to requirements	Would generally require a new entity or other appropriate arrangement
ACRA annual returns	Generally continue	Cease once company is struck off
Corporate tax obligations	Continue unless waived or exempted	Outstanding obligations must be resolved before closure
Ongoing administration	Required	Generally ends after lawful dissolution

Keeping a company dormant may be suitable if its owners expect to restart operations.

Striking off may be more appropriate if the business has permanently ceased and the company meets the relevant closure conditions.

For companies planning closure, BESO also provides Company Dissolution Services for Recently Inactive Businesses.

Common Dormant Company Filing Mistakes in Singapore

1. Assuming No Revenue Means No Filing

Even without revenue, a company may still have ACRA annual return and IRAS corporate tax obligations.

2. Treating ACRA and IRAS Dormancy as Identical

ACRA assesses significant accounting transactions, while IRAS assesses business activity and income during the relevant basis period.

3. Claiming Financial Statement Exemption Without Checking Assets

The dormant relevant company exemption includes a substantial assets test and other statutory requirements.

4. Applying for an IRAS Waiver While Still GST-Registered

Previously GST-registered companies must generally complete GST deregistration before applying for the corporate tax filing waiver.

5. Ignoring Interest or Investment Income

Investment income may prevent a company from qualifying as dormant for IRAS purposes.

6. Failing to Notify IRAS When Business Resumes

A company with an approved waiver must notify IRAS when it recommences business or receives income, generally within one month.

How BESO Assists With Dormant Company Filing in Singapore

BESO Corporate Services Pte. Ltd. provides Singapore corporate administration, accounting and tax-related services for businesses at different stages of their lifecycle.

Depending on the agreed service scope, assistance for dormant or inactive companies may include:

Initial review of dormancy status.
Assessment of ACRA annual return obligations.
Review of applicable financial statement exemptions.
Preparation and coordination of required corporate filings.
Assistance with IRAS corporate tax filing waiver applications.
Review of outstanding tax and compliance matters.
Coordination of dormant company reactivation requirements.
Guidance on whether to retain or formally close the company.

Explore BESO’s Dormant Company Filing Services.

Enquire About Dormant Company Filing Services in Singapore

Has your Singapore company stopped trading, or are you considering keeping it dormant rather than closing it?

Visit our Dormant Company Services page to enquire about your company’s filing and compliance requirements.

Early review of ACRA and IRAS obligations can help reduce missed deadlines, unnecessary filings and compliance risks.

Frequently Asked Questions About Dormant Companies in Singapore

1. Does a dormant company need to file an annual return in Singapore?

Yes. A Singapore-incorporated dormant company generally must file its annual return with ACRA every year. An IRAS corporate tax filing waiver does not remove this obligation.

2. Does a dormant company need to prepare financial statements?

Not always. A company qualifying as a dormant relevant company under section 201A of the Companies Act may be exempt from preparing financial statements. The exemption depends on conditions including dormancy, the substantial assets test and company status.

3. Can a dormant company apply for an IRAS tax filing waiver?

Yes. A qualifying dormant company may apply for a waiver from filing Form C-S, Form C-S (Lite) or Form C. The company must satisfy IRAS requirements, including completing relevant outstanding filings and generally having no intention to restart business within the next two years.

4. What is the corporate tax filing deadline for a dormant company?

Under IRAS’s published framework, the annual corporate income tax return deadline is generally 30 November unless a waiver or other exemption applies. A dormant company without an approved waiver may be required to file the simplified Form for Dormant Company.

5. Can a dormant company resume business in Singapore?

Yes. A dormant company that remains registered can generally resume business, subject to applicable legal and regulatory requirements. If IRAS previously granted a filing waiver, the company must generally notify IRAS within one month of resuming business or receiving income.

Official ACRA and IRAS References

Disclaimer: This 2027 guide is based on ACRA and IRAS guidance available as at October 2026. Statutory deadlines, exemptions, fees and filing procedures may change. The appropriate treatment depends on each company’s circumstances. Verify the latest requirements with ACRA and IRAS before submitting declarations or applications.

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