Note: After incorporating a Singapore company, many Chinese enterprises do not immediately commence actual business. Some companies have been incorporated for one or two years, have no employees, no operating revenue, and bank accounts with almost no transactions, and are simply left idle.
Does such a company still need to file annual returns, tax returns and financial statements? If it may be used again in the future, what at minimum should be maintained now?
What really needs to be assessed is not only whether the company has income, but what status the company is currently in and how it is intended to be used in the future. As long as the company remains live, ACRA Annual Return, financial statements, IRAS tax filing, and the particulars of directors, shareholders, registered address and controllers each still carry separate compliance requirements.
What deserves more attention is that problems often do not arise while the company is idle. Instead, several years later, when preparing to reopen bank accounts, bring in investors, raise financing, adjust equity or resume business, companies discover gaps in past filings, financial records and corporate governance documents.
This article uses the common scenario of a company that has been incorporated but has not yet carried on actual operations to set out the main compliance lines that a Singapore company still needs to handle, and further explains: if the company is temporarily not used, what records enterprises should at least retain, and what to note when continuing to maintain it, reactivating it, or exiting.
01 Having no actual operations does not mean the company has no continuing compliance obligations
A Singapore company temporarily without customers, employees or operating revenue does not mean that it has disappeared from the regulatory records.
Under the published requirements of the Accounting and Corporate Regulatory Authority (ACRA), as long as the company remains in "live" status, it is still generally required to file an Annual Return each year. ACRA specifically states that even if the company is inactive or dormant, or has obtained a tax filing waiver from the Inland Revenue Authority of Singapore (IRAS), this does not automatically remove the obligation to file an Annual Return.
Two matters should be distinguished here: whether the company has carried on business, and whether the company still exists in ACRA's register.
Having no business may simply mean that the company has not carried on transactions for the time being. However, as long as the company has not completed deregistration, liquidation or any other process that removes it from registered status, the enterprise still needs to handle the continuing matters of the company as a separate legal entity. The registered address, company secretary, directors, shareholders, financial year end and controller particulars also cannot be left unmanaged for a long period simply because business is suspended.
Chinese-invested enterprises often neglect subsequent maintenance after a project is suspended. When the company reopens bank accounts, brings in investors or changes its shareholding, the past few years' filings, financial records and director documents may already have gaps, and the historical situation may be difficult to explain clearly.
For annual returns with a filing due date on or after 14 January 2022, ACRA provides that a late filing penalty of S$300 applies if the delay does not exceed 3 months, and S$600 if the delay exceeds 3 months. ACRA states that this is the most common outcome for a single filing breach, but a specific case may still proceed to composition, prosecution in court, striking off of the company, or disqualification of directors. Upon conviction in court, each charge may carry a fine of up to S$10,000, and may also give rise to a separate default penalty.
These consequences will not automatically arise in the same way in every case of late filing, but they are sufficient to show that temporarily having no business cannot justify a long-term failure to maintain the company. If a company has not filed annual returns for several years, it should also be aware that ACRA may initiate striking off procedures. Once the company is struck off, the entity will no longer exist, and director liability and restoration issues will also need to be dealt with separately.
Before determining annual return obligations, first confirm four matters: whether the company is still live; what its financial year end is; whether it still holds bank accounts, investments or other assets; and whether ACRA and IRAS filings for past years have been completed.
02 Annual Return is a company information update, not a tax return
The core function of an Annual Return is to update ACRA with the company's basic registered information and annual status. It is not a corporate income tax return, nor is it equivalent to a set of financial statements.
According to ACRA, an Annual Return generally covers the company name and registration number, company type, business activities, registered address, directors, company secretary, members and share information. If the company is required by law to file financial statements, the financial statements will also be filed as part of the relevant return.
For most non-publicly listed private companies, the Annual Return should generally be filed within 7 months after the end of the financial year. Different time limits apply to listed companies and special situations such as companies maintaining a foreign branch register, and these should be checked separately based on the specific company type and FYE.
For example, if a non-publicly listed private company has an FYE of 31 December each year, 31 July of the following year will generally be a key deadline for its Annual Return. However, if the company's type, share capital or foreign register arrangements change, the calculation still needs to be rechecked.
The Annual Return also affects the accuracy of the company's public information. Investors, counterparties and banks may rely on this information to understand the company's directors, shareholders, business activities and registered address. Before filing the Annual Return, the directors and company secretary need to re-verify this information; this verification itself is part of annual governance.
Therefore, even if the company has no actual operations, it is advisable to check the following after each FYE: whether the company's business activities remain accurate; whether the registered address and office hours have changed; whether the directors and company secretary remain in office; whether shareholder and share information is consistent with internal records; whether the FYE needs adjustment; and whether any financial statements required to be filed have been prepared.
03 Whether financial statements are exempt cannot be judged solely by whether there is revenue
Having no revenue does not automatically mean that financial statements need not be prepared or filed.
ACRA's current published rules are that a Singapore-incorporated company is generally required to prepare financial statements unless it is a qualifying dormant relevant company. The company is generally required to file financial statements with ACRA unless a relevant exemption applies.
At least two situations should be distinguished here.
First, a qualifying dormant relevant company. The illustrative conditions set out on ACRA's page include: the company has been dormant since incorporation or since the end of the previous financial year; there were no significant accounting transactions in the relevant financial year; it satisfies the substantial assets test; and it is not a listed company or a subsidiary of a listed company. For the assets test, the company's total assets must not exceed S$500,000 at any time during the financial year, or if it is a parent company, the group's consolidated total assets must not exceed S$500,000. The above are only some of the conditions under the Section 201A framework. "No income" or "assets not exceeding S$500,000" cannot be understood in isolation as an automatic exemption.
Second, a qualifying solvent exempt private company, meaning a solvent exempt private company. Where the relevant conditions are met, such a company may not need to file financial statements with ACRA, but this exemption mainly concerns "filing" and cannot be relied on to waive the requirement to prepare financial statements. ACRA also requires a solvent EPC to make an online solvency declaration when filing its Annual Return. Whether a company is an EPC, whether it is solvent, and whether it may be exempted from filing must still be checked by reference to its members, beneficial shareholding, debt solvency and company type.
Having no actual operations does not mean the company has no financial records. Bank charges, company secretarial fees, share capital, shareholder current account transactions, loans, investments and related party transactions may all be reflected in the financial statements. Whether these matters constitute significant accounting transactions under ACRA rules, and whether they affect the assessment of whether the company is a dormant relevant company, must be judged by reference to the nature of the transactions, the company type and the impact on the financial statements. A company cannot self-certify that exemption conditions are met merely because the amounts are very small.
Financial statements filed with ACRA may become part of the company information available for public purchase. If the company intends to raise financing, bring in investors, transfer shares, or be used as a group holding platform in the future, it may need to retain relatively complete financial statements, working papers and transaction explanation materials even if certain filing exemptions are legally available.
04 IRAS dormant rules and ACRA financial statement exemptions must be assessed separately
A "dormant company" also has its own assessment criteria in the tax filing context.
According to IRAS's published materials, a dormant company for tax purposes is a company that did not carry on business and had no income throughout the basis period. Even if a company falls within this status, it is generally still required to file its corporate income tax return by 30 November each year, unless it has obtained an IRAS-approved tax filing waiver.
A company that meets the tax definition of dormant may use IRAS's "Form for Dormant Company" simplified service. IRAS states that there is no need to file financial statements with IRAS when using this service. However, if a company applies for a waiver, it must first complete the Form C-S, Form C-S (Lite) or Form C, financial statements and tax computations due up to the date of cessation, and retain the relevant accounting and filing records.
To apply for a waiver from filing Form C-S, Form C-S (Lite) or Form C, the company must satisfy the conditions set out by IRAS: the company is already dormant, and the relevant filings, financial statements and tax computations up to the date of cessation have been completed; the company does not hold investments, or holds investments but has not derived investment income; if previously GST-registered, it must first complete GST deregistration; and it has no plan to recommence business within the next 2 years. After applying for a waiver, if there are previous years' tax filings, financial statements or tax computations that still need to be submitted, IRAS may require the company to complete them within 21 days from the application date; late applications may be rejected.
Having no income is only part of the assessment, and a waiver does not arise automatically. If the company receives investment income such as bank interest, dividends or rent, or plans to recommence business, the tax filing approach must be reassessed. A company that has obtained a waiver and subsequently recommences business or begins to derive income is generally required to notify IRAS within one month from the date it commences business or derives income. For one-off income where the company continues to remain dormant, IRAS FAQs provide further explanation, and the company should also submit explanations, financial statements and tax computations as required.
The company should preferably record the two types of "exemption" separately:
- ACRA level: whether financial statements need to be prepared and filed with ACRA;
- IRAS level: whether a corporate income tax return needs to be filed and whether a tax filing waiver has been obtained.
An exemption on one track does not automatically extend to the other track.
05 Changes to company information and RORC cannot wait for a one-off catch-up at the annual return
Annual Return is a filing at an annual milestone, but changes to company information usually have separate update deadlines.
According to ACRA's published update requirements as of August 2026, when the company's business activities, registered address or office hours, directors or other company officers change, the change generally needs to be updated through Bizfile within 14 days. The relevant pages also set out corresponding 14-day requirements for changes in shares and shareholder particulars. Where shares are issued or transferred, or a shareholder's name, identification details, nationality, address or contact details change, the corresponding update obligations need to be checked separately.
The most common omission is updating only one of these. For example, ACRA has been updated for a director but the bank signing authority has not been synchronised; shareholders have changed but the company secretary, bank and internal group shareholding chart have not been synchronised; or the registered address has changed but government notices, accounting records and transaction contracts still use the old address.
As long as the company is not a RORC-exempt entity, it needs to separately maintain a Register of Registrable Controllers, i.e. RORC. Even if the controller is the same person as a registered shareholder or director, this registration cannot be skipped merely because the particulars overlap. ACRA's published information shows that an enterprise must issue annual notices to controllers to confirm controller particulars; even if there is no change, this cannot be entirely skipped. If controller particulars change, the privately maintained RORC should be updated within 7 days after the controller notifies the company of the change, and the corresponding information should be filed with ACRA's central RORC within 2 working days after the update. If the same person is both a director and a controller, the RORC and director particulars must still be updated separately; one update cannot substitute for the other.
RORC obligations generally apply to dormant companies as well. Directors, shareholders, registered address, business activities and controller particulars should not be checked only casually before filing the Annual Return. When personnel, shareholding, address, business or control changes, the company should also synchronise and check ACRA, RORC, bank, tax, accounting and internal authorisation documents.
06 A company with no actual operations should at least establish an annual maintenance checklist
Companies temporarily without actual business may first establish a simplified but continuous annual checklist:
| Timing | At least check | What to retain |
|---|---|---|
| Around FYE | Financial year end, whether the company is still live, whether there is bank or investment income | Company status, bank statements, asset and transaction explanations |
| Before Annual Return | Company name, business activities, registered address, directors, secretary, shareholders, shares and FYE | Latest Bizfile information, internal checklist, director/shareholder documents |
| Financial statements stage | Whether it is a dormant relevant company, whether it is a solvent EPC, whether FS need to be prepared or filed | Financial statements, books, vouchers, exemption basis and authorisation documents |
| IRAS filing stage | Whether it meets the tax definition of dormant, whether a waiver has been obtained, whether there is interest, dividend, rental or other income | Tax filing acknowledgements, waiver approval documents, tax computation materials |
| When changes occur | Whether directors, secretary, shareholders, shares, address, business or controllers have changed | Resolutions, handover documents, Bizfile/RORC update records, bank synchronisation records |
This checklist does not require an enterprise to turn a company temporarily without business into a high-cost project. It is intended to address gaps in records: why the company has no business, whether it truly has no income, how funds and expenses are handled, who the controller is, whether director and shareholder particulars are accurate, and whether operations can be quickly resumed when the company is reactivated.
For a company that has not had actual operations for a long period, what the enterprise ultimately needs to decide is actually a choice: continue maintaining it, apply for an available tax filing waiver, or exit.
If the company is still intended to be used in the future for investment, trading, financing or regional business, the focus should be on maintaining continuity of company records and filings. If there is no short-term operating plan, the company may assess whether the IRAS waiver conditions are met. If the company no longer has any use value in the future, it should further consider deregistration or liquidation rather than maintaining an idle entity indefinitely.
If the company is no longer intended to be used, three paths can be compared: continuing to maintain it, applying to IRAS for a tax filing waiver, or exploring deregistration or liquidation. An IRAS-approved tax filing waiver does not mean the company has been deregistered; as long as the company remains live, the ACRA Annual Return still needs to be handled separately. Deregistration or liquidation also involves outstanding debts, assets, filing records and director responsibilities, which need to be checked separately.
Conclusion | When a company is temporarily not used, the real issue is whether it can still be used smoothly in the future
For a Singapore company that has been incorporated but has not yet actually operated, ongoing compliance is not an end in itself.
What really needs to be considered is whether the company still has future use value, and whether, when it comes time to reopen bank accounts, raise financing, bring in investors, adjust equity or resume business, the company records of the past few years can withstand scrutiny by banks, investors, counterparties and professional advisors.
If the company currently has no actual operations but is still intended to be used in the future as a regional platform, investment vehicle or trading entity, it should maintain continuity of Annual Return, financial records, tax filings, RORC and basic company information. Conversely, if the company has no actual future use, there is no need to maintain an idle entity indefinitely. Instead, the company should further compare different arrangements such as continuing maintenance, applying for a tax filing waiver, deregistration or liquidation, taking into account whether it still has assets, liabilities, bank accounts and historical filing matters.
In particular, for companies that have not been systematically maintained for several consecutive years, before deciding to reactivate, it is advisable to first sort out the historical situation again: which annual filings have been completed and which items are overdue; whether financial records are complete; whether ACRA and IRAS statuses are consistent; whether directors, shareholders, controllers and bank signing authority remain accurate; and whether there is continuous documentation to explain the absence of operations in the past.
For companies preparing to reopen bank accounts, raise financing, bring in investors or resume operations, making up past filings is often only the first step. More importantly, the company's status and records over the past few years should be reconnected, so that the entity can genuinely be put back into use.
If a company has been incorporated but unused for a long time and is now considering whether to retain, reactivate or exit, it may also first conduct an overall review of the company's status, historical filings, financial records and governance documents, and then decide on subsequent remedial filings, tax waiver, resumption of operations or exit arrangements.
Practical Tips
Enterprises may first obtain from their company secretary, accountant or legal counsel and check the following materials:
- The company's latest Bizfile profile, FYE and Annual Return filing records;
- Historical financial statements, books, bank statements and key supporting documents;
- The basis for ACRA financial statement filing or exemption;
- IRAS corporate income tax filings, dormant company filings or waiver approval records;
- Particulars of directors, company secretary, shareholders, registered address and controllers;
- RORC annual notices, update records and records filed with ACRA's central register;
- Bank accounts, authorised signatories, business plans and future reactivation arrangements.
If the company has not been maintained for several consecutive years, it is advisable to first create four tables by year: "completed items, overdue items, documents to be supplemented, and issues requiring professional judgment", and then decide on the path of remedial filing, waiver application, resumption of operations or deregistration.
Key References
- ACRA｜Deadline & requirements for annual returns
- ACRA｜Financial statements: Filing requirements & exemptions
- ACRA｜Updating company information, officers & shareholders
- ACRA｜Setting up & maintaining a Register of Registrable Controllers
- IRAS｜Dormant Companies
- ACRA｜Penalties & enforcement action: Late annual return filing
- ACRA｜Prosecution of cases in the State Courts
The information retrieval and regulatory information in this article is current as of 24 August 2026. Whether a company is a dormant relevant company, a solvent exempt private company or a dormant company for tax purposes, and whether the relevant exemption applies, still needs to be further checked against the company type, financial year, assets, transactions, group structure and the latest official requirements.
For further information on going-global structuring, Singapore corporate governance, bank account opening and ongoing compliance arrangements, please contact the professional advisors of China-Singapore Legal News.
Author | Zhang Jingxinyue, Lawyer Review | Lawyer Zhang's amendment comments incorporated, pending WeChat official account layout and publication
This article is for general information only and does not constitute legal advice on any specific matter.
This article is general information and not legal advice. Specific matters require assessment by appropriately qualified professionals.