Dormant Companies

Notwithstanding that the company is no longer in operation or has ceased business activities, a dormant company has to file its annual return with ACRA. It also must submit its Income Tax Return unless the company has been granted a waiver.

A dormant company has to notify ACRA of changes in the company, e.g. the appointment or cessation of directors, change in the registered office address, allotment of shares, etc. In addition, it is also still required to have a company secretary as the Companies Act states that the position of company secretary must not be left vacant for more than 6 months.

If the company fails to comply, penalties and summons may be issued against a company director, as prescribed in the Companies Act, Cap 50.  Therefore,  the company should engage the services of a corporate secretarial or tax agent to make sure everything is in order to avoid enforcement actions from ACRA or IRAS.

If you need more information about dormant or active company matters, hire a reliable corporate secretary in Singapore!


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ACRA Cancels Registration of Filing Agent and Qualified Individual for AML/CFT Breaches

The Accounting and Corporate Regulatory Authority (ACRA) had cancelled the registrations of filing agent (RFA) and qualified individual (RQI) on 18 January 2024. The registrations were cancelled in view of breaches of anti-money laundering and countering the financing of terrorism (AML/CFT) controls under the ACRA (Filing Agents and Qualified Individuals) Regulations 2015 (the “ACRA Regulations”).

Some of the basic AMT/CFT controls that a RFA and RQI are required to exercise are as follows:

(a) perform additional customer due diligence measures when a customer is not physically present during onboarding;

(b) inquiring if there exists any beneficial owner in relation to some of its customers; and

(c) perform risk assessments i

RQIs and RFAs provide corporate secretarial services for business entities, such as helping customers to incorporate companies, file annual returns and fulfil other filing requirements under the Companies Act 1967 or other Acts under ACRA’s purview. RQIs and RFAs are required to perform customer due diligence measures in accordance with the ACRA Regulations, and conduct their business in such a manner as to guard against the facilitation of money laundering and the financing of terrorism. RQIs and RFAs must also satisfy statutory requirements such as being fit and proper persons, to be registered or continue to be registered.

RQIs and RFAs who breach their statutory obligations may be subject to enforcement actions, such as financial penalties of up to $10,000 or $25,000 per breach respectively or have their registrations with ACRA suspended or cancelled.

Therefore, RQIs and RFAs play an important role in helping to detect and combat illicit activities.

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