Statute Details
- Title: Companies (Striking Off) Regulations 2015
- Act Code: CoA1967-S834-2015
- Type: Subsidiary Legislation (SL)
- Authorising Act: Companies Act (Cap. 50)
- Enacting power: Section 411 of the Companies Act
- Commencement: 3 January 2016
- Current status (per extract): Current version as at 27 Mar 2026
- Key provisions (as provided): Regulations 1–6
- Notable amendment (per timeline): Amended by S 634/2020 (with effect from 30/07/2020)
What Is This Legislation About?
The Companies (Striking Off) Regulations 2015 (“Striking Off Regulations”) set out the procedural and substantive framework for removing (“striking off”) a company’s name from the Singapore register of companies. In practical terms, the Regulations operationalise parts of the Companies Act that allow the Registrar to strike off a company where the company is effectively dormant—either it has never commenced business or it has stopped operating.
While striking off is often described as an administrative step, it has serious legal consequences: the company’s corporate existence is brought to an end (subject to restoration mechanisms), and the process can affect creditors, counterparties, regulators, and anyone holding rights against the company. The Regulations therefore focus on (i) when striking off may be pursued, (ii) what conditions must be satisfied to protect third parties, and (iii) how objections and administrative restoration applications are handled.
The Regulations also define key terms (such as “regulatory action” and “disciplinary proceedings”) to ensure consistent application. They further prescribe time limits—most importantly, the period within which a person can show cause against striking off—and specify the form and content of notices and applications through the electronic transaction system.
What Are the Key Provisions?
Regulation 1 (Citation and commencement) provides that the Regulations may be cited as the Companies (Striking Off) Regulations 2015 and come into operation on 3 January 2016. This is a standard commencement provision, but it matters for practitioners assessing whether a particular striking off process complied with the applicable rules at the relevant time.
Regulation 2 (Grounds and conditions for striking off a company’s name) is the core substantive provision. It states that, for the purposes of section 344A(1) of the Companies Act, it sets out the grounds and conditions on which the Registrar may strike the company’s name off the register on the application of the company. The structure is important: the Registrar’s power is not open-ended; it is tied to specific grounds and eligibility conditions.
Under Regulation 2(2), the Registrar may strike off a company where the company either: (a) has not started to carry on business or begin operation, or (b) has ceased to carry on business or operate. This captures both “never commenced” and “ceased operations” scenarios.
Regulation 2(3) then imposes three cumulative conditions that must be satisfied before the Registrar may strike off the name on the company’s application:
- No ongoing or pending proceedings: the company must not be a party to any ongoing or pending proceedings (civil or criminal) before a court, whether in Singapore or elsewhere.
- No assets/contingent assets and no liabilities/contingent liabilities: the company must have no assets or contingent assets and no liability or contingent liability.
- No ongoing regulatory action or disciplinary proceeding: the company must not be subject to any ongoing or pending regulatory action or disciplinary proceeding.
These conditions are designed to reduce the risk that striking off will prejudice active disputes, unresolved claims, or regulatory matters. For example, if a company has contingent liabilities (such as potential claims that are not yet quantified), the Registrar should not strike off under these conditions.
Regulation 2(4) also provides definitions that practitioners will frequently rely on:
- “Disciplinary proceedings” refers to proceedings that may be taken by a professional body against a member for professional misconduct.
- “Profession” and “professional body” are defined by reference to written law governing professional qualification and registration.
- “Regulator” means a statutory body or authority with supervisory or regulatory functions under a statute.
- “Regulatory action” is defined broadly to include any action a regulator may take against a company for breach of conditions of licence, registration, permit, permission, approval, consent, or other authorisation.
For legal advisers, these definitions help determine whether a company is “clean” enough for administrative striking off. In practice, the existence of regulatory oversight—such as licensing conditions, permits, or disciplinary processes—can be a bar to striking off.
Regulation 3 (Prescribed period to show cause) prescribes the time limit for a person to respond to the Registrar’s intention to strike off. For the purposes of section 344A(4)(b), a person has 60 days after the date of the notice of intention to show cause why the Registrar should not exercise the power to strike off.
Regulation 3(2) clarifies that the relevant “date of notice” is the date on which the Registrar’s intention is first published in the Gazette under section 344A(4) of the Companies Act. This is a critical procedural detail: practitioners calculating deadlines should anchor them to the Gazette publication date rather than internal communications or later website postings.
Regulation 4 (Form of notice of objection) addresses how objections must be filed. For the purposes of section 344C(2), the form of a notice of objection is the form provided on the electronic transaction system under section 12A of the Companies Act, or such other form as the Registrar may accept.
This means that objections are not merely “written submissions”; they must comply with the prescribed electronic form (unless the Registrar accepts an alternative). Failure to use the correct form may create procedural vulnerabilities.
Regulation 5 (Considerations in deciding to allow objection) sets out the factors the Registrar must take into account when deciding whether to allow an objection under section 344C(3)(b). The Registrar must consider:
- Reasons submitted for the objection;
- Supporting documents and information submitted with the objection;
- Any other documents or information submitted following a Registrar’s request.
For practitioners, this is a roadmap for effective objections: the objection should be reasoned, evidence-backed, and responsive to any follow-up requests. It also implies that the Registrar’s decision is not purely discretionary; it is structured around the materials presented.
Regulation 6 (Conditions for applications for administrative restoration) governs the pathway to restore a company’s name to the register after it has been struck off under section 344 of the Companies Act. For the purposes of section 344D(1), an application to the Registrar may only be made if all the listed conditions are satisfied.
Regulation 6(1) requires:
- The company was carrying on business or in operation at the time of striking off (i.e., it was not truly dormant).
- Where property is vested in the Official Receiver under section 213(1) of the Insolvency, Restructuring and Dissolution Act 2018, the Official Receiver must have consented in writing to restoration.
- Documents up to date: the company has lodged, or has given an undertaking acceptable to the Registrar to lodge, all documents necessary to bring the Registrar’s records up to date.
- Payment of outstanding fees/penalties: the company has paid (or undertaken to pay) any outstanding fee or penalty under the Companies Act that was payable by the company, its former directors, or both at the time of striking off.
Regulation 6(2) clarifies that “time of striking off” means the time at which the name was struck off under section 344. This matters for evidencing whether the company was actually operating at that point.
From a practitioner’s perspective, Regulation 6 creates a checklist approach: restoration is not a “second chance” based solely on good intentions. It is conditional on factual operation at the relevant time, documentary compliance, and financial rectification (including fees and penalties).
How Is This Legislation Structured?
The Regulations are structured as a short, six-regulation instrument:
- Regulation 1 sets out citation and commencement.
- Regulation 2 provides grounds and eligibility conditions for striking off, including definitions of key terms.
- Regulation 3 prescribes the 60-day show-cause period and ties the start date to Gazette publication.
- Regulation 4 specifies the objection notice form via the electronic transaction system.
- Regulation 5 lists the Registrar’s decision-making considerations for objections.
- Regulation 6 sets conditions for administrative restoration, including Official Receiver consent where relevant, up-to-date filings, and payment/undertakings for outstanding fees and penalties.
Who Does This Legislation Apply To?
The Regulations apply primarily to the Registrar of Companies and to parties interacting with the striking off process under the Companies Act—most notably the company applying for striking off, and persons who wish to object or who later seek administrative restoration.
In practice, the “who” extends to stakeholders affected by striking off: creditors, counterparties, regulators, and professional bodies may have an interest in whether the company is truly free of proceedings, liabilities, regulatory action, or disciplinary matters. While the Regulations do not directly confer rights on every stakeholder, they create procedural entry points (show cause and objection) and restoration conditions that can determine whether a company can be brought back.
Why Is This Legislation Important?
The Striking Off Regulations are important because they operationalise a high-impact administrative mechanism. Striking off can be used to clear the register of companies that are effectively inactive, but it can also create legal uncertainty for anyone dealing with the company—particularly where disputes, contingent claims, or regulatory obligations exist.
For practitioners, the Regulations provide concrete compliance benchmarks. Regulation 2’s conditions (no proceedings, no assets/liabilities, no regulatory or disciplinary matters) are often the deciding factors in whether striking off is appropriate. Regulation 3’s 60-day Gazette-based timeline is essential for timely objections or show-cause submissions. Regulation 4’s electronic form requirement affects procedural validity. Regulation 6’s restoration conditions—especially the requirement that the company was operating at the time of striking off and the need for Official Receiver consent where property is vested—shape the feasibility and strategy of restoration applications.
From an enforcement and risk-management perspective, these rules encourage accurate corporate status reporting and reduce the likelihood of striking off companies that still have legal or regulatory footprints. They also provide a structured, evidence-oriented process for objections and a disciplined pathway for restoration.
Related Legislation
- Companies Act (Cap. 50) — in particular sections on striking off and restoration (including sections 344A, 344C, and 344D referenced in the Regulations).
- Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018) — especially section 213(1) concerning vesting of property in the Official Receiver.
- Dissolution Act 2018 — referenced in the metadata; practitioners should confirm the exact cross-references applicable to the striking off and restoration framework.
Source Documents
This article provides an overview of the Companies (Striking Off) Regulations 2015 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.