Running a dormant company in Singapore doesn’t mean you get to forget about compliance. ACRA and IRAS still expect you to show up — just with a lighter workload than an active business.
Here’s exactly what you need to file, and when.
What counts as “dormant”?
Under Singapore’s Companies Act, a company is dormant if it has had no accounting transactions during the financial period. That means no revenue, no expenses, no bank activity — essentially, nothing happened.
Common reasons companies go dormant: you’re between projects, holding a brand or IP, waiting to wind down, or keeping the entity alive for future use.
What you still need to file
1. ACRA Annual Return
Every Singapore company — active or dormant — must file an Annual Return with ACRA. This confirms the company’s basic details (directors, shareholders, registered address) are up to date.
Deadline: within 7 months of your financial year end (for companies not required to hold an AGM, you may be exempt from the AGM but still need the Annual Return).
Cost: ACRA filing fees apply — check the ACRA portal for current rates.
2. Dormant Financial Statements
Even dormant companies need to prepare financial statements. The good news: dormant companies qualify for a simplified, unaudited set of accounts.
Under FRS 105 (the Singapore financial reporting standard for small entities), a dormant company’s financials are minimal — typically just a balance sheet showing whatever assets and liabilities exist (often just the paid-up share capital and cash).
These do not need to be audited.
3. Income Tax Return (or Waiver)
IRAS still wants to hear from you. You have two options:
Option A — File a nil return (Form C-S or Form C-S Lite): Report no income. Straightforward.
Option B — Apply for a tax waiver: If your company has been dormant and has no income, assets, or liabilities, IRAS may grant a waiver from filing. The waiver application must be made in writing to IRAS.
Most dormant companies with any remaining assets (a bank account, unpaid share capital) will file a nil return rather than bother with the waiver process.
Deadline: November 30 each year for the preceding year of assessment.
Common mistakes
- Letting the Annual Return lapse. ACRA charges late filing penalties, and a long-enough lapse can trigger compliance notices or striking-off proceedings.
- Assuming “nothing happened” means nothing to file. Even a single transaction — a bank charge, a one-off fee — can disqualify the dormant status.
- Forgetting about GST. If your company is GST-registered, you must either file nil GST returns or apply to deregister. A dormant company rarely needs to stay GST-registered.
The simple answer
A dormant Singapore company needs three things each year: ACRA Annual Return, a simple set of unaudited financial statements, and either a nil tax return or a waiver from IRAS.
It’s not complicated — but the deadlines are real, and the penalties for missing them add up.
If you’d rather just have it sorted once a year, that’s what we do. Get in touch and we’ll handle the whole thing.