Managing a dormant company in Singapore has become an increasingly relevant topic for many entrepreneurs and business owners, especially in 2025 and beyond. Whether pausing operations temporarily, preserving a business name, or maintaining ownership of intellectual property, dormancy offers flexibility without the need for dissolution.
However, even dormant companies must comply with regulations set by ACRA and IRAS. With distinct rules and responsibilities to consider, the right guidance is essential. BBCIncorp provides professional advisory and corporate secretarial services to help companies maintain compliance and manage dormancy with confidence and efficiency.
Understanding a Dormant Company in Singapore
Understanding what constitutes a Singapore dormant company is essential for proper compliance. In Singapore, a dormant company is one that ceases to carry out business activities and has no significant financial transactions during a financial year. The definitions differ slightly between ACRA and IRAS, which makes understanding both perspectives important for proper classification.
What Is a Dormant Company?
According to the Accounting and Corporate Regulatory Authority (ACRA), a company is considered dormant if it has had no accounting transactions throughout a financial year. Exceptions to this rule include transactions related to compliance such as payment of fees to maintain a registered office, appointment of a company secretary, or filing of annual returns. Additionally, to be exempt from preparing financial statements, the company must not be listed, must not be a subsidiary of a listed company, and its total assets must not exceed SGD 500,000.
This classification allows businesses that meet these requirements to benefit from simplified regulatory treatment, including exemptions from preparing audited financial statements. This can be especially valuable for small and medium-sized enterprises (SMEs) that are temporarily inactive but intend to resume operations in the future.
IRAS’s Perspective on Dormant Companies
The Inland Revenue Authority of Singapore (IRAS) views dormancy differently. A company is considered dormant by IRAS only if it has not generated any income during the financial year, regardless of accounting transactions. Income includes both business and non-business income
such as interest or rental earnings. Dormant companies may be eligible to apply for a waiver from filing their corporate income tax return. This is a valuable opportunity for companies looking to minimize compliance costs while maintaining their corporate entity.
To learn more about the requirements and implications, you can read our full guide on dormant companies in Singapore.
Why Businesses Choose Dormancy
Companies may opt for dormancy for several strategic reasons. Some businesses enter dormancy during the pre-launch phase to retain their name while preparing for future operations. Others do so to pause during times of restructuring or unfavorable market conditions. Dormant status can also be useful for holding companies managing intellectual property or investments without active operations.
In other cases, founders may anticipate long-term plans that are not yet ready for execution and prefer to keep their company legally intact in the interim. Additionally, companies operating in industries with long product development cycles, such as tech or pharmaceuticals, may go dormant while awaiting patents, regulatory approvals, or funding.
Staying Compliant While Dormant: What You Need to Know
Even while dormant, companies are required to maintain certain statutory obligations. Singapore provides regulatory relief for dormant companies, but this does not equate to complete exemption from compliance.
Ongoing Requirements from ACRA
Dormant companies must continue to fulfill ACRA’s requirements, which include filing annual returns, maintaining statutory registers, and appointing a company secretary. While ACRA allows for exemption from preparing audited financial statements under Section 201A of the Companies Act, companies must still approve simplified management accounts during their Annual General Meeting (AGM). The exemption applies only if the company qualifies under ACRA’s dormancy definition and meets the total asset threshold.
Failure to meet ACRA’s requirements can result in late filing penalties, disqualification of directors, or even prosecution. As such, maintaining a proactive approach to compliance, even for dormant companies, is essential. In practice, this means setting reminders for filing deadlines and ensuring that a qualified corporate secretary is engaged throughout the dormant period.
IRAS Filing and Tax Considerations
IRAS requires dormant companies to file Form C-S or C-S Lite annually by 30 November, unless a waiver is granted. To obtain this waiver, companies must confirm that they have no income, have submitted all prior tax filings, and intend to remain dormant for the next two years. Applications are submitted online via the mytax.iras.gov.sg portal and are usually processed within two months. Companies must notify IRAS immediately if they begin to generate income again to avoid penalties.
Additionally, companies previously registered for Goods and Services Tax (GST) must cancel their registration if they plan to remain dormant. GST-related obligations can continue to apply even if the company is not actively trading, which adds another layer of compliance complexity.
Other Legal Responsibilities to Keep in Mind
Remaining compliant also involves ongoing responsibilities. Companies must ensure timely submission of filings, accurate maintenance of records, and prompt notification to IRAS upon resuming business activities. Neglecting these obligations can lead to financial penalties and disruption of business continuity.
A dormant company is still subject to certain sections of the Companies Act, including maintaining updated registers of directors, shareholders, and significant controllers. Companies that fail to comply with these regulations may face enforcement actions, including fines or being struck off the company register.
Strategic Benefits of Dormancy for Businesses
While dormancy implies inactivity, it can offer several strategic advantages. By minimizing operating costs and regulatory burdens, businesses can remain legally active while awaiting better conditions or future plans.
Less Compliance Work, Lower Costs
One of the main advantages of dormancy is the significant reduction in compliance requirements. Dormant companies are typically exempt from audits and complex financial reporting. This streamlined approach allows business owners to maintain their company at a fraction of the cost required for an active business.
Reduced regulatory oversight means less need for external auditors, lower accounting costs, and fewer internal resources spent on compliance tasks. This is particularly beneficial for startups or SMEs that need to allocate their limited capital toward growth and development activities.
Retain Your Corporate Assets and Identity
Dormant companies retain their legal identity, including company name, registration number (UEN), and any associated intellectual property. This makes it easier to maintain a presence in the market and protects valuable assets for future use. It also avoids the need to re-incorporate if the business resumes operations.
For companies with branding, trademarks, or proprietary assets, dormancy acts as a safeguard. It ensures that these assets are preserved under a valid legal structure and not vulnerable to infringement or administrative lapses. This approach supports long-term strategic planning and brand continuity.
Stay Ready for Future Business Opportunities
Maintaining a dormant status allows a company to quickly reactivate operations without going through a new incorporation process. It also enables the business to carry forward unused tax losses if the relevant shareholding conditions are met. This flexibility supports future business decisions and long-term planning.
Additionally, companies can avoid the reputational and logistical complications of liquidation. By remaining dormant, a company keeps its corporate history, which can be helpful for securing future investment, attracting partners, or applying for government grants or tenders.
How BBCIncorp Supports Your Dormant Company
Managing a dormant company requires expertise in both regulatory and operational compliance. BBCIncorp provides comprehensive solutions to ensure your company remains compliant with ACRA and IRAS requirements without unnecessary administrative burden.
BBCIncorp first helps businesses assess eligibility for dormancy based on both ACRA’s and IRAS’s criteria. Once confirmed, their team facilitates the necessary filings to secure exemptions and prepare simplified statements. A key part of this support is their company secretary services singapore, which manages annual return submissions, AGM preparation, and maintenance of statutory registers.
In addition to secretarial support, BBCIncorp provides advisory services covering accounting obligations, waiver applications, and reminders for critical deadlines. Businesses also benefit from administrative services such as registered office address, document scanning, CorpPass management, and compliance alerts. When reactivation or striking off is required, BBCIncorp ensures a smooth and compliant transition.
BBCIncorp’s approach is tailored to meet the specific needs of dormant companies. Their team stays updated with regulatory changes and ensures that clients are always informed and in good standing. Whether your company remains dormant for a few months or several years, BBCIncorp’s ongoing support ensures consistent compliance.
Step-by-Step: Managing Dormant Status with BBCIncorp
Maintaining dormancy is a process that requires ongoing attention to detail. BBCIncorp simplifies this process through a structured approach tailored to each business.
- Initial Consultation and Eligibility Assessment: BBCIncorp begins with a detailed review of the company’s status to confirm eligibility for dormancy with both ACRA and IRAS.
- Engage Secretarial Services: Their experienced corporate secretaries handle all statutory filings, including AGM scheduling, annual returns, and maintenance of registers.
- Annual Filing Compliance: For ACRA, simplified management accounts are approved and submitted via BizFile+. For IRAS, the appropriate Form C-S or waiver application is filed.
- Waiver Application Process: If eligible, BBCIncorp assists with preparing and submitting the waiver application on the IRAS portal, ensuring all documentation is complete.
- Compliance Monitoring: Automated systems are set up to send reminders before important deadlines, reducing the risk of oversight.
- Reactivation or Strike-Off: When the company is ready to resume operations or be dissolved, BBCIncorp provides end-to-end support to manage the transition in full compliance with regulations.
This comprehensive service model ensures that businesses avoid penalties, maintain good standing, and are prepared for any future developments. Through a combination of expert guidance and digital tools, BBCIncorp delivers a hands-free experience tailored to the needs of dormant businesses.
Keeping a company dormant in Singapore can be an effective strategy for maintaining business readiness while minimizing operational costs. However, proper classification and compliance with ACRA and IRAS requirements are essential to avoid fines and legal complications.
With BBCIncorp’s expert guidance and professional services, companies can confidently manage their dormant status and remain fully compliant. Whether you’re planning to resume operations in the future or simply maintain your corporate identity, BBCIncorp offers the tools and support you need to manage dormancy efficiently and strategically.
BBCIncorp’s end-to-end services offer a reliable foundation for businesses to stay compliant, avoid penalties, and retain flexibility. If you are currently managing a dormant companyin Singapore or planning to enter dormancy, now is the time to engage expert help and secure peace of mind for your company’s future.
Contact information:
Organization: BBCIncorp
Website URL: https://bbcincorp.com/
Email: service@bbcincorp.com
BBCIncorp’s Headquarters in Hong Kong:
Address in Hong Kong: Office 3906, 39th, The Center, 99 Queen’s Road Central, Central, Hong Kong
Phone in Hong Kong: (+852) 9889 3529
BBCIncorp’s Office in Singapore:
Address in Singapore: 9 Raffles Place, #29-05 Republic Plaza, Singapore (048619)
Phone in Singapore: (+65) 6011 8200
BBCIncorp’s Office in Vietnam:
Address in Vietnam: 39-41 Ngo Thi Bi Street, Him Lam Area, Tan Hung Ward, Ho Chi Minh City
Phone in Vietnam: 18006338
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