Companies under Liquidation/ Judicial Management/ Receivership

Companies that have commenced voluntary or compulsory liquidation will have a liquidator appointed by the company or the Court. The liquidator is required to fulfil certain duties prescribed in the Income Tax Act 1947:

1. Section 59(1) of the Income Tax Act 1947 provides that the liquidator shall be answerable for doing all acts, matters and things as are required to be done in relation to the tax affairs of the company.
2. Section 59(2) of the Income Tax Act 1947 provides that the liquidator shall not distribute any of the assets of the company in liquidation to its shareholders unless he has made provisions for the full payment of any tax payable by the company.
   

The liquidator of a company that has commenced voluntary/ compulsory liquidation is required to:

1. File the company’s financial statements and tax computations for all outstanding Year(s) of Assessment up to the date of liquidation via [email protected] with the email subject header: “Submission of Liquidation Documents”.
2. File the subsequent Declaration of Receipts and Payments for the liquidation period via [email protected] with the email subject header: “Submission of Liquidation Documents”.
3. Ensure that the company's outstanding tax matters are resolved before the completion of the liquidation process.

To reduce carbon footprint, liquidators should submit all documents such as the Declaration of Receipts and Payments to IRAS via the digital mode only and there is no need to submit duplicate hardcopy documents to IRAS.

IRAS does not issue tax clearance letters for all companies under liquidation. Before the liquidator proceeds with the completion of the liquidation process, which may involve calling the Final Meeting, he can retrieve the following documents from mytax.iras.gov.sg to establish if the company has no outstanding tax matter or tax liability:

• Tax matter - Latest Notice of Assessment issued by IRAS
• Tax liability - Latest Statement of Accounts issued by IRAS

Where the liquidation process has been completed, the liquidator must ensure that the books and papers of the company are retained for a period of at least 5 years from the date of dissolution of the company.

A company under liquidation with receipts has to file its Declaration of Receipts and Payments ('Declaration') with IRAS on a yearly basis, while a company under liquidation without receipts has to file its Declaration once every 4 years.

With effect from 1 May 2021, a company under liquidation is no longer required to split the receipts and payments based on calendar year when filing its Declaration with IRAS. This is in alignment with the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) which took effect from 30 Jul 2020. Under the IRDA, liquidators are required to prepare an account of the company’s receipts and payments for a period of 12 months after the date of the liquidator's appointment and every subsequent period of 12 months. When filing its Declaration with IRAS, liquidators can adopt the same 12-month period without the need to split based on calendar year.

Company Under Liquidation with Receipts

For a company under liquidation that has receipts, the liquidator has to file a Declaration of Receipts and Payments (PDF, 128KB) with IRAS on a yearly basis. This should be filed with IRAS within 1 month from the end of the period for which the declaration is made.

The last Declaration must be filed within 7 days of the decision taken to call for the Final Meeting, which must take place within 6 months of the decision to call for it. For companies under compulsory liquidation, the Final Meeting is the date of the court order for dissolution.

When the Final Meeting has taken place, the company must submit its final financial statements to IRAS for the period starting from the date of commencement of liquidation to the date of the Final Meeting.

Company Under Liquidation without Receipts

For a company under liquidation that has no receipts, the liquidator is only required to file a Declaration of Receipts and Payments (PDF, 128KB) with IRAS once every 4 years.

If the Final Meeting is called less than 4 years from the date of commencement of liquidation, the company has to file the last Declaration with IRAS within 7 days of the decision taken to call for the Final Meeting, which must take place within 6 months of the decision to call for it. For companies in compulsory liquidation, the Final Meeting is the date of the court order for dissolution.

When the Final Meeting has taken place, the company must submit its final financial statements to IRAS for the period starting from the date of commencement of liquidation to the date of the Final Meeting.

View a summary of the liquidation process and filing requirements (PDF, 100KB) and more examples of filing requirements (PDF, 158KB).

Use of Digital Services at mytax.iras.gov.sg

1. For a company under liquidation, can the authorised staff/ third party of the company continue to access the company’s digital services at mytax.iras.gov.sg?

   All authorisations made by a company will be terminated when it is under liquidation. The authorised staff/ third party will not be able to access the company’s digital services at mytax.iras.gov.sg.

2. Can the appointed liquidator/ official assignee access the company’s digital services at mytax.iras.gov.sg?

   To access the company’s digital services at mytax.iras.gov.sg, the appointed liquidator/ official assignee, who is usually an individual, may apply for a Corppass Admin (CPA) account using the 'Letter of Authorisation (LOA)'.

   Once the CPA account is approved by Corppass, the liquidator will be able to access Corppass to appoint a third party (e.g. the liquidator's company/ firm) to access IRAS’ digital services on behalf of the liquidating company.

   View our step-by-step guides for assistance on Corppass setup.

Filing Requirements

1. Are IRAS’, the Insolvency Office’s and the Accounting and Corporate Regulatory Authority's (ACRA) filing requirements for companies under liquidation the same?

   No, the filing requirements for companies under liquidation stated on this page apply only to filing requirements with IRAS. The liquidator must also comply with the Insolvency Office’s and ACRA's filing requirements. For more details on their filing requirements, refer to the Insolvency Office's website and ACRA's website.

2. For a company that commenced liquidation on 4 Jan 2023 and has receipts on 1 Feb 2023, can the liquidator continue to prepare the Declaration of Receipts and Payments on a calendar year basis?

   As the company commenced liquidation after 30 Jul 2020 (i.e. the effective date of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA)), the liquidator should prepare the Declaration of Receipts and Payments on a 12-month basis from the date of liquidation, in other words, from 4 Jan 2023 to 3 Jan 2024.

3. How long does IRAS take to complete the review of the company’s Corporate Income Tax matters after the filing of the last Declaration of Receipts and Payments?

   Generally, IRAS takes 3 months from the date of receipt of the last Declaration of Receipts and Payments to complete the review of the company’s Corporate Income Tax matters.

4. What are the filing requirements if there is a change of liquidator during the liquidation process?

   The liquidator should file the Declaration of Receipts and Payments up to the date it ceases to be the liquidator. The new liquidator should submit the Notice of Appointment and Situation of Office of Liquidators and take over the filing thereafter.

5. How many liquidators need to sign on the Declaration of Receipts and Payments?

   If there is more than 1 liquidator handling the liquidation matters of the company, 1 of the liquidators may sign on behalf of the rest of the liquidators. However, all the liquidators are still responsible for the declaration and information given.

6. How are ‘receipts’ defined for companies under liquidation in determining the filing frequency required?

   Receipts refer to any kind of payment received. The liquidator needs to file the Declaration of Receipts and Payments on a yearly basis throughout the period where there are receipts.

7. Does the liquidator need to file the Declaration of Receipts and Payments on a yearly basis even though the receipts are treated as non-taxable income?

   Yes, the liquidator still needs to file the Declaration of Receipts and Payments on a yearly basis as long as there are receipts during the relevant year(s). The liquidator can file once every 4 years if there are no receipts thereafter.

8. Is it necessary for companies under liquidation to apply for tax clearance before the Final Meeting?

   No, they are not required to apply for tax clearance. Liquidators should log in to mytax.iras.gov.sg to retrieve the company’s latest Notices of Assessment and Statements of Accounts to confirm that the company has no outstanding tax matters or liability.

9. After the Final Meeting has taken place, does the liquidator need to submit the Final Declaration of Receipts and Payments to IRAS?

   No, the liquidator is not required to submit the Final Declaration of Receipts and Payments after the final meeting has taken place. However, if additional receipts are received for the period from the last declaration submitted to the date of final meeting, the liquidator should file an interim Declaration of Receipts and Payments so that the assessment can be raised on a timely basis.  

A company under judicial management/ receivership is still required to file its Form C-S/ Form C-S (Lite)/ Form C, financial statements and tax computation with IRAS yearly.

Learn how to file Form C-S/ Form C-S (Lite)/ Form C.

The judicial manager/ receiver can also check the status of the company’s Form C-S/ Form C-S (Lite)/ Form C, assessment and payment at mytax.iras.gov.sg if he is an authorised staff or third party in Corppass. Learn how to access the digital services at mytax.iras.gov.sg.