A struck off company meaning is specific: the company's name is removed from ACRA's register and it ceases to exist as a legal entity. A dormant company is something different entirely. It remains on the register, retains its name, its history, and its ability to resume trading, but has simply had no accounting activity for a period. Founders pausing operations, whether waiting out a slow market or between ventures, frequently default to one option without checking whether it actually fits their situation, and the cost difference between the two paths is larger than most guides let on.
This guide compares dormant status against striking off directly: how ACRA and IRAS each define dormancy, using two genuinely different tests, what a dormant company still has to file, what it costs to stay compliant while dormant, and when striking off is the more sensible route instead.
Key Takeaways
A struck off company has been removed from ACRA's register entirely and ceases to exist as a legal entity, with no ability to resume trading under that entity again without formal restoration. A dormant company remains fully registered, keeps its UEN, name, and filing history intact, and can recommence business at any point simply by notifying IRAS.
The practical distinction matters most for a founder deciding what to do with a company that has stopped trading. Striking off suits a business that will never operate again and holds no assets or liabilities requiring settlement. Dormant status suits a business on pause, whether for 6 months or several years, where the founder wants to preserve the entity, its incorporation date, and any goodwill attached to the company name.
The two paths also differ in reversibility. Recommencing a dormant company is a notification process measured in days. Restoring a struck-off company requires either a Court Order, generally within 6 years of the strike-off date, or a more limited ACRA administrative route, both considerably heavier than simply telling IRAS that trading has resumed.
Under the Companies Act, ACRA considers a company dormant where it has had no accounting transaction during the financial year in question. A specific list of transactions is disregarded for this test, meaning a company can undertake them without losing dormant status.
The following transactions do not count against dormancy, per ACRA's guidance on statutory requirements for AGM and Annual Return filing:
A private, unlisted company that meets the dormancy test and holds total assets of S$500,000 or less, whether standalone or on a consolidated basis as an ultimate parent, qualifies as a "Private Dormant Relevant Company." This status exempts the company from preparing full financial statements for ACRA purposes, though basic management accounts should still be maintained for internal record-keeping and, where an AGM is held, for presentation to members.
Separately, under Section 205B of the Companies Act, all dormant companies are exempt from statutory audit requirements regardless of whether they also qualify as a Private Dormant Relevant Company. The two exemptions address different obligations: the audit exemption removes the need for an external auditor to review the accounts, while the Private Dormant Relevant Company status removes the need to prepare full financial statements in the first place. A company can qualify for one without automatically qualifying for the other, depending on its asset position.
IRAS considers a company dormant where it did not carry on business and had no income for the whole financial year, an income-based test rather than ACRA's accounting-transaction-based test. A company can satisfy one authority's definition without automatically satisfying the other, which is why both should be checked independently rather than assumed together.
A company that meets IRAS's dormancy test but has not applied for the full filing waiver can file a simplified "Form for Dormant Company," which requires only two fields and takes a few minutes to complete. This is the middle-ground option for a company still within its filing cycle that has not yet decided whether to pursue a permanent waiver, and it remains available every year the company stays dormant, independent of whether a permanent waiver is ever sought.
Per IRAS's guidance on dormant companies, a dormant company can apply to be released entirely from filing Form C-S, Form C-S Lite, or Form C, provided it meets all four of the following:
Practitioner's Note: The two-year forward-looking condition is the one most frequently overlooked. A founder applying for the waiver while quietly planning to restart the same company within 18 months is technically misrepresenting the application, and reversing a granted waiver early does not carry the same simple process as the original recommencement notification described below.
A dormant company is exempt from audit and, in many cases, from preparing full financial statements, but it is never exempt from filing the Annual Return with ACRA. Late filing carries a fixed penalty of S$300 within three months of the due date and S$600 beyond that, regardless of whether the company is trading or dormant.
Beyond ACRA penalties, a dormant company continues to require a company secretary under Section 171 of the Companies Act and a maintained registered office, both of which carry ongoing service costs regardless of trading activity. A company weighing dormant status purely to avoid the settlement work required for striking off should factor these recurring costs into the comparison, not just the one-time effort of closing the company properly.
A dormant company that resumes trading or starts earning income again must notify IRAS promptly, since continuing to file as dormant after business activity resumes is a compliance breach in its own right.
Step 1: Recognise the trigger event. Recommencement is triggered the moment the company begins carrying on business or receives any income, not when the founder decides to formally restart operations.
Step 2: Notify IRAS within one month. The company must inform IRAS within one month of the recommencement date, using the Recommencement of Business notification.
Step 3: Resume standard Corporate Income Tax filing. Once IRAS processes the notification, the company returns to filing Form C-S, Form C-S Lite, or Form C as a normal active company from that point forward.
Step 4: Confirm ACRA filings remain current. Since the Annual Return obligation never actually paused, the company should confirm no ACRA filings were missed during the dormant period before resuming full operations.
A company with no realistic plan to trade again within the foreseeable future, no assets worth preserving, and no attachment to the entity's name or incorporation history is generally better served by striking off than by carrying the ongoing costs of dormant compliance indefinitely. The recurring corporate secretary fees, registered office costs, and Annual Return filing obligation accumulate every year a company sits dormant without a genuine intention to trade again, and none of that spending is recoverable once the decision to strike off is eventually made anyway.
Conversely, a company pausing for a defined, shorter-term reason, such as a founder between ventures who intends to reuse the same entity, or a company waiting on a specific market condition to improve, is better served staying dormant, since striking off and later restoring a company is a materially heavier process than simply notifying IRAS of recommencement. The decision point that should trigger a genuine review is the two-year mark referenced in IRAS's waiver conditions: a company still dormant with no clearer plan at that point is a strong candidate to reassess whether striking off is now the more sensible path.
Dormant status and striking off solve different problems, and the cost comparison only makes sense once a founder is clear about which problem they actually have. A company with a real chance of trading again should stay dormant despite the ongoing corporate secretary and Annual Return obligations, since the alternative, restoring a struck-off company, is considerably more involved than a simple recommencement notification. A company with no future plans is usually better off absorbing the settlement work of striking off once, rather than carrying indefinite compliance costs for an entity that will never trade again.
For the full mechanics of the striking off process itself, including the settlement checklist and the current restoration rules, ATHR's guide to closing a Singapore company covers that path in detail.
Deciding between dormant status and striking off, and then keeping a dormant company correctly compliant with both ACRA and IRAS's separate tests, requires ongoing attention that is easy to deprioritise once a company has genuinely stopped trading.
ATHR provides corporate secretary services, covering Annual Return filing and the statutory secretary requirement that continues regardless of dormant status, alongside accounting and tax services for IRAS waiver applications and dormant company tax filings.
👉 Ready to confirm whether dormant status or striking off is the right call for your company? Book a free consultation with ATHR today →
The ATHR Content Team is a group of professional writers from Singapore and the Philippines, committed to delivering informative, practical, and engaging content for business owners across Southeast Asia.
