- Simpler Tax
- A dormant company
A dormant company: do I still file, and what?
Yes. A dormant company still files its Annual Return with ACRA within 7 months after its financial year end, and its corporate income tax return with IRAS by 30 November of the year of assessment, 30 Nov 2026 for YA 2026, unless IRAS has granted it a waiver from filing. What falls away is the rest: the ECI (waived, because revenue is nil and the estimate is nil), the AGM (exempt while total assets are S$500,000 or less and the company is not listed) and the preparation of financial statements (exempt on the same asset test, for a company dormant since its last year end).
Dormant means two different things. ACRA asks whether there was an accounting transaction; IRAS asks whether the company carried on business or had any income. A company can be dormant for one and not the other.
Computed from the rulebook, waiver conditions checked by hand Edition YA-2027 · sources verified through 24 Jul 2026
Two meanings of dormant
The word is the same and the tests are not. ACRA's is in the Companies Act and is about transactions; IRAS's is about business and income. The rulebook holds both, because the app has to ask both questions.
| Who asks | Dormant means | What turns on it |
|---|---|---|
| ACRA | No accounting transaction in the financial year. The Act disregards a short list: taking the subscriber shares, appointing a secretary or auditor, keeping the registered office and the statutory registers, paying a fee or a composition sum to the Registrar, and sums the regulations set as nominal. ACRA's own guidance words it as no significant accounting transactions. | The AGM exemption and the exemption from preparing financial statements, each with the S$500,000 asset cap. |
| IRAS | The company did not carry on business and had no income for the whole of the basis period. Income of any kind ends it: a year with bank interest is not a dormant year for IRAS. | Whether IRAS will grant a waiver from filing the return. Nothing else: the return is due either way until it does. |
A company with a bank balance that earned nothing, paid nothing but the Registrar's S$60.00 fee for last year's Annual Return, and sold nothing, is dormant for both. The same company with S$12.00 of interest credited to the account had income, so for IRAS that year is not dormant and the return carries the interest in it.
It does not follow that an ECI becomes due, and this is where the two questions are usually run together. The waiver's second condition is a nil estimate, and the estimate is what is left after the year's deductible expenses: S$12.00 of interest against a S$60.00 fee leaves nothing to estimate, so both conditions still hold and nothing is sent. Interest of S$500.00 in the same year is a different answer: the estimate is S$440.00, the nil condition fails, and the ECI is due within 3 months after the year end. Both figures on this page are the engine's, computed through the same chain that produces the return.
IRAS reads dormancy by basis period. A company with no business and no income for the whole of its basis period ending in 2025 is dormant for YA 2026. See year of assessment versus financial year end.
What is still due: the Annual Return and the tax return
Confirming to ACRA who the company is, who runs it and who owns it, with the financial statements attached. Due even if the company did nothing all year. It is due within 7 months after the financial year end, on BizFile, and the fee for filing it is one of the transactions ACRA disregards, so filing it does not end the dormancy. A company exempt from preparing financial statements has none to attach, and is exempt from filing them. S$300 if up to three months late, S$600 after that, and prosecution beyond.
The corporate income tax return is due 30 November of the year of assessment, and a dormant company files it like any other unless IRAS has granted it a waiver. The waiver is not automatic and is not self-assessed: it is applied for, IRAS reviews it, and until it is granted the return is due. A company with nil revenue meets the revenue tests for Form C-S and for Form C-S (Lite), whose cap is S$200,000; the remaining conditions (incorporated in Singapore, income taxable only at the prevailing rate, none of the four claims) decide which of the three forms are open to it. Lite is never forced: a company that qualifies for it may file Form C-S or Form C instead. See which return, and what goes in each box.
IRAS's own filing table lists a fourth return on that date, a Form for Dormant Company, beside Form C-S, Form C-S (Lite) and Form C. It is the route a dormant company takes on myTax Portal when no waiver has been granted. Simpler Tax computes the Form C-S family; it does not produce that form, so check which return the portal opens for the company before working the boxes here.
Late filing draws a composition fine or a summons, and IRAS may assess you on an estimate that is payable regardless. A dormant company has nothing to be taxed on, but an estimate raised on a missing return is payable regardless; filing the return is what revises it.
What falls away: the ECI, the AGM and the statements
The ECI. An early estimate of the profit you will be taxed on, filed within three months of your financial year end, long before the real return. It is waived when both hold for the year: revenue of S$5,000,000 or below, and a nil estimate. A company with no business and no income has nil revenue and a nil estimate, so the waiver holds and nothing is sent. The waiver is self-assessed; myTax Portal may still list the ECI as ready to file, and that is not a demand. See the ECI due date and the waiver, worked.
The AGM. The meeting where the financial statements are laid before the shareholders. A private company can skip the meeting itself, but not the accounts. A dormant company that is small enough and not listed does not have to hold an AGM at all. The conditions are three: dormant in ACRA's sense, not listed and not the subsidiary of a listed company, and total assets of S$500,000 or less. Nothing is filed to claim it, and the Annual Return is still due. A dormant company over the cap keeps the ordinary 6-month AGM duty and the two ordinary ways out of it: the statements sent to every member within 5 months after the year end, or every member agreeing to dispense with AGMs.
The financial statements. A company that has been dormant since incorporation or since the end of its previous financial year, is not listed or the subsidiary of a listed company, and whose total assets did not exceed S$500,000 at any time in the year is exempt from preparing financial statements for that year, and so from auditing and filing them. The exemption is from the statements, not the books: the accounting records the Act requires are still kept, and the Annual Return still goes in. See what records to keep, and for how long. See the small company audit test.
The waiver from filing the return
IRAS can waive a dormant company's obligation to file the return. The application goes through the "Apply for Waiver/File Last Form C-S/C (Dormant/Striking Off)" e-Service on myTax Portal, and IRAS says it processes one within two months, longer if the case is complex. These are the conditions:
| Condition | What it means |
|---|---|
| Filed to date | The Form C-S or Form C, the accounts and the tax computations are filed up to the date the company ceased business or became dormant. |
| No investments | The company owns no investments (shares, real property, fixed deposits) at the date of the application. |
| Not GST-registered | A GST-registered company de-registers for GST first. |
| Staying dormant | The company has no intention of recommencing business within the next two years. |
Granted, the waiver holds while the company stays dormant. If the company recommences business or starts to receive income, it tells IRAS within 1 month of that date, through myTax Mail, and asks for the return for that year of assessment.
The first condition is the one that catches people: the waiver is granted from a filed position, so a company that stopped trading mid-year files the return for the year it stopped in, with the accounts to that date, and applies after.
A worked year: dormant through 2025, YA 2026
A Singapore Pte Ltd with a 31 December year end that did nothing in 2025
It carried on no business and had no income from 1 Jan 2025 to 31 Dec 2025. Its one asset is a bank balance of S$20,000 that earned nothing, it is not listed, it is not registered for GST, and it has not applied for a waiver. The dates are the engine's year map for that company; the verdicts are the rulebook's conditions applied to it.
| Filing | Date | For this company |
|---|---|---|
| ECIDue within 3 months after the year end | 31 Mar 2026 | WaivedRevenue S$0.00 is S$5,000,000 or below, and the estimate is nil. Nothing is sent to claim it. |
| AGMDue within 6 months after the year end | 30 Jun 2026 | ExemptDormant, not listed, total assets S$20,000 against a cap of S$500,000. |
| Financial statementsPrepared for the members, and filed with the Annual Return unless the company is a solvent exempt private company | 31 Jul 2026 | Exempt from preparing themDormant since the last year end, not listed, total assets S$500,000 or less. The accounting records are still kept. |
| Annual Return to ACRADue within 7 months after the year end | 31 Jul 2026 | FilesEvery company, active or dormant. S$300 late fee within three months of the date, S$600 after. |
| Form C-S for YA 202630 November of the year of assessment | 30 Nov 2026 | FilesUnless IRAS has granted the company a waiver from filing. Nil revenue is under the S$200,000 cap, so Form C-S (Lite) is open to it if the other conditions hold, and it is optional. |
Two filings for that year: the Annual Return to ACRA, dated 31 Jul 2026, and the return to IRAS, due 30 Nov 2026. Those are the year's dates, and the first three of them are already behind the calendar as this page stands, so read them as the year's timetable rather than as what is still ahead. Only the return is still to come. A company that has not yet filed that Annual Return is inside the S$300 late fee until 31 Oct 2026, three months after the date, and the S$600 fee after that.
Had the company held S$800,000 of assets instead, still dormant, it would lose both ACRA exemptions. It would prepare financial statements: a solvent exempt private company is then exempt from filing them and may lodge a PDF set voluntarily, and any other company files them with the Annual Return. And it would hold the AGM by 30 Jun 2026 or send those statements to every member by 31 May 2026 instead. The two IRAS answers would not move.
The waiver verdict, printed with its arithmetic
Post the year's paper, even when it is one bank statement and the Registrar's fee, and the Tax screen issues the ECI pack: both waiver conditions printed with their figures, both ticked, and the verdict that there is nothing to file. A year the books were told nothing about is held rather than certified, because an empty file and a dormant company look the same from the outside and only the entries tell them apart. The Annual Return and the return sit on the year map with their dates. Simpler Tax files nothing.
Download for WindowsQuestions people ask
My company did nothing all year. Do I still file Form C-S?
Yes, unless IRAS has granted the company a waiver from filing. The return is due 30 November of the year of assessment whether the company traded or not; for YA 2026 that is 30 Nov 2026. With nil revenue the company is under the S$200,000 cap, so Form C-S (Lite) is open to it if it meets the other Form C-S conditions. Lite is optional: a company that qualifies for it may file the ordinary Form C-S, or Form C, instead. IRAS also lists a Form for Dormant Company on the same date, which is the route a dormant company takes on myTax Portal.
Does a dormant company have to file an ECI?
No, if it had no income. The ECI is waived when revenue for the year is S$5,000,000 or below and the estimate is nil, and a company with no business and no income meets both. Nothing is sent to IRAS to claim it. A little income does not by itself undo the waiver: the estimate is what is left after the year's deductible expenses, so S$12.00 of bank interest against a S$60.00 Registrar's fee still leaves nil, and the waiver holds even though the year is no longer dormant in IRAS's sense. S$500.00 of interest against the same fee leaves S$440.00, and then the ECI is due within 3 months after the year end.
Does a dormant company have to hold an AGM?
Not if it is dormant in ACRA's sense, is not listed and not the subsidiary of a listed company, and its total assets are S$500,000 or less. That exemption needs no resolution. A dormant company over the cap has the two routes every private company has: send the financial statements to every member within 5 months after the year end, or have every member agree to dispense with AGMs.
Does a dormant company have to prepare financial statements?
Not if it has been dormant since incorporation or since the end of its previous financial year, is not listed or the subsidiary of a listed company, and its total assets did not exceed S$500,000 at any time in the year. The exemption is from preparing the statements, not from keeping the books: the accounting records are still required, and the Annual Return is still filed.
How do I get the waiver from filing the tax return?
Apply on myTax Portal through the "Apply for Waiver/File Last Form C-S/C (Dormant/Striking Off)" e-Service. IRAS reviews the application and says it processes one within two months. Until the waiver is granted the return is due, so a company that applies late in the year still files by 30 Nov 2026.
The company starts trading again after the waiver. What then?
Tell IRAS within 1 month of the date business recommenced or income was first received, through myTax Mail, and ask for the return for that year of assessment. The waiver is for a company that stays dormant; once it trades or earns, the return is asked for again.
Which year of assessment is a dormant 2025 year?
YA 2026. A company with no business and no income for the whole of its basis period ending in 2025 is dormant for YA 2026, and that is the return due 30 Nov 2026. The year of assessment is always the calendar year after the one the financial year ended in.
Sources
Statutory figures on this page are read from the Simpler Tax rulebook at build time, edition YA-2027, every source last checked 24 Jul 2026. The rulebook entries named below are the ones this page was computed from; the IRAS pages are what they were verified against.
- IRAS, Dormant companies (the definition, the return, the waiver)
https://www.iras.gov.sg/taxes/corporate-income-tax/dormant-companies-or-companies-closing-down/dormant-companies - IRAS, FAQs: apply for waiver to submit tax return (dormant company)
https://www.iras.gov.sg/media/docs/default-source/uploadedfiles/pdf/faqs---apply-for-waiver-to-submit-tax-return-(dormant-company)478b2d0a-e3d5-43b4-b7fb-8ddb583c1abe.pdf - IRAS, Estimated Chargeable Income (ECI) filing
https://www.iras.gov.sg/taxes/corporate-income-tax/estimated-chargeable-income-(eci)-filing - IRAS, Overview of Form C-S / Form C-S (Lite) / Form C
https://www.iras.gov.sg/taxes/corporate-income-tax/form-c-s-form-c-s-(lite)-form-c-filing/overview-of-form-c-s-form-c-s-(lite)-form-c - ACRA, Exemptions from holding an AGM
https://www.acra.gov.sg/how-to-guides/annual-general-meetings/exemptions-from-holding-an-agm/ - ACRA, Filing annual returns: deadline and requirements
https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-annual-returns-companies/deadline-requirements - ACRA, Who needs to file financial statements (the dormant relevant company)
https://www.acra.gov.sg/xbrl-filing-and-resources/who-needs-to-file-financial-statements - Companies Act 1967, section 205B (dormant: no accounting transaction)
https://sso.agc.gov.sg/Act/CoA1967?ProvIds=pr205B- - Companies Act 1967, section 201A (the statements exemption)
https://sso.agc.gov.sg/Act/CoA1967?ProvIds=pr201A- - Both dormant definitions, the AGM and statements exemptions, the recommencement notice rulebook acra.dormant
- Annual Return and AGM windows, and the late fees rulebook acra.annual-return
- Corporate return due date rulebook forms.filing-deadline
- ECI due date and the two waiver conditions rulebook cit.eci.filing
- Form C-S conditions and the revenue cap rulebook forms.cs.eligibility
- Form C-S (Lite) revenue cap, and that filing Lite is optional rulebook forms.cs-lite
- The solvent exempt private company and filing financial statements rulebook acra.xbrl