If a Singapore company has been struck off, but there is money to recover, a dispute to pursue, an award to enforce, or a business to restart, its stakeholders may still be able to restore the company (i.e. ‘bring the company back to life’).

Under the Companies Act 1967 and ACRA’s framework, there are two main ways to restore a struck-off company to the register:

1. Court-ordered restoration via the High Court; and
2. Administrative restoration via ACRA (the Registrar).

This article is written for directors, shareholders, creditors and counterparties who need a clear, accurate and commercially realistic roadmap to restoration. We will also explain how an experienced Singapore corporate lawyer fits into that process.

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1. Why restoration matters if your company has been struck off

When ACRA strikes a company off the register, it is treated in law as dissolved. That has real commercial consequences:

• The company cannot sue or be sued, enter new contracts, or hold property in its own name.
• The company cannot enforce claims that belong to it (for example, against a debtor, contractor, supplier or former director).
• Where an arbitral award or judgment is in favour of the company, nobody has standing to enforce it unless the company is restored or an equivalent mechanism is used.

The legislature anticipated this problem. ACRA’s guidance expressly recognises that a company can be restored within 6 years of striking-off by a court order, which must then be lodged on BizFile+ to update the status to “Live”.

Once restored, the company is again a legal person and must comply with ongoing obligations such as filing its annual returns.

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2. Two ways to restore a struck-off company in Singapore

2.1 Court-ordered restoration (High Court, s 344(5) Companies Act)

The core restoration power sits in section 344(5) of the Companies Act 1967. In simplified terms:

• “Any person who feels aggrieved” by the striking-off can apply to the Court;
• The application must be made within 6 years of the striking-off;
• The Court may restore the company if it is satisfied that:
  • The company was carrying on business or in operation at the time of striking-off, or
  • It is otherwise just that the company be restored.

The High Court has applied this provision in a series of decisions, clarifying what “aggrieved person”, “practicable benefit” and “just” mean in practice.

2.2 Administrative restoration via ACRA (ss 344D–344F)

A separate, lighter-touch route exists under section 344D of the Companies Act for administrative restoration:

• The application is made to the Registrar (ACRA), not the Court.
• It is limited to specific applicants – generally former directors or former members/shareholders.
• Conditions are set out in the Companies (Striking Off) Regulations 2015, including that the company was carrying on business or in operation at the time of striking-off and certain compliance requirements.

ACRA has discretion to grant or refuse the application. If ACRA refuses administrative restoration, the only route remaining is a court application under s 344(5).

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3. Who can apply – and the 6-year deadline

3.1 The 6-year time limit

Both court-ordered and administrative restoration share a hard 6-year limit from the date of striking-off.

If more than six years have passed, ordinary restoration under s 344 is no longer available and you will need specialised advice on alternative routes.

3.2 Who is eligible to apply?

Administrative restoration (ACRA / s 344D)

• An application may only be made by a former director or former member/shareholder of the struck-off company.

Court-ordered restoration (High Court / s 344(5))

• Any “aggrieved person” may apply – this expressly includes:

• • Creditors who need the company restored to recover debts;
  • Counterparties who have claims or defences that depend on the company’s existence;
  • Directors and shareholders who need the company restored to pursue company claims or retain some business or investment benefit.

Importantly, the High Court has confirmed that a person may be “aggrieved” even if he previously applied to strike the company off, if there is now a good reason to restore it.

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4. Route 1 – Administrative restoration via ACRA

Administrative restoration is usually appropriate when:

• The company was struck off by ACRA, not by winding-up;
• You are a former director or shareholder;
• The company was still carrying on business or in operation at the time of striking-off; and
• You are prepared to regularise filings, pay outstanding fees/penalties, and bring accounts and tax matters up to date.

Key points:

1. Application to Registrar under s 344D

1. • You apply to ACRA (Registrar) via BizFile+ eServices under the administrative restoration category.
   • The Companies (Striking Off) Regulations 2015 set the conditions for administrative restoration, including the requirement that the company was in operation at striking-off and that necessary filings are brought current.
2. ACRA’s Discretion

• ACRA has full discretion whether to approve the application, and may request supporting documents (bank statements, contracts, accounts) to show ongoing business or financial transactions around the time of striking-off.

3. Speed and practicalities

• Practitioner commentary suggests that, where the company qualifies and documentation is in order, administrative restoration can be processed significantly faster than a court application, sometimes within weeks.

4. If ACRA says “no”

• If ACRA refuses administrative restoration, your remaining route is to apply to the High Court under s 344(5) for a court-ordered restoration.

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5. Route 2 – Court-ordered restoration via the High Court (s 344(5))

Court-ordered restoration is more flexible and often the only viable route where:

• The applicant is a creditor or other non-director “aggrieved person”;
• ACRA administrative restoration is not available or refused;
• You need the Court’s powers to grant additional directions (e.g., to facilitate litigation or enforcement).

5.1 Legal test under s 344(5)

The High Court in the case of Fu Zhihui Alvin distilled three key requirements for restoration under s 344(5):

1. Locus standi (aggrieved person)

• • You must show a real interest in the company being restored (for example, a claim to pursue, an award to enforce, assets to realise, or an investment/business purpose).

2. Time limit

• • The application must be filed within six years from the date the company was struck off.

3. Substantive ground

1. • Either:
     • The company was carrying on business or in operation at the time of striking-off; or
     • It is “just” that the company be restored (for example, to preserve or unlock some identifiable benefit, or to avoid injustice).

Earlier cases such as Re Asia Petan Organisation confirm that s 344(5) applies even when the company was struck off on its own application, and stress that the Court’s discretion is wide but guided by practicable benefit and fairness.

5.2 Effect of restoration – “as if the company had never been struck off”

Once restored, section 344G provides that the company is treated as having continued in existence as if its name had not been struck off, and the Court may give directions to place the company and others in the position that is just.

This retrospective effect is crucial where you intend to:

• Pursue claims which accrued before or around striking-off;
• Enforce awards or judgments; or
• Complete transactions or restructurings that depend on the company’s existence.

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6. Step-by-step: from discovery to “Live” status

Every case has its nuances, but a typical restoration engagement runs through these stages:

Step 1: Legal and factual assessment

A Singapore corporate lawyer will typically:

• Retrieve the ACRA business profile and Gazette notices to confirm the key dates of striking-off.
• Identify the applicant (creditor, director, shareholder, counterparty) and confirm standing under s 344(5) or s 344D.
• Map out the benefit of restoration (litigation, enforcement, asset recovery, investment vehicle, tax/compliance regularisation).

Step 2: Choosing between ACRA and High Court routes

 

• If you are a former director or shareholder, the company was active at striking-off, and you are willing to bring filings up to date, administrative restoration will usually be explored first.

 

• If you are a creditor or other non-insider, or if ACRA is unlikely to approve, your lawyer will advise proceeding with a High Court application under s 344(5).

 

Step 3: Preparing evidence and filings

For a court application, counsel will typically prepare:

• An Originating Application in the General Division of the High Court;
• One or more supporting affidavits exhibiting:
  • the ACRA profile and Gazette notices;
  • contracts, invoices, bank statements, or correspondence showing the company was carrying on business or in operation at striking-off, or that there is a practical benefit in restoration;
  • where relevant, draft pleadings or a claim summary for intended litigation.

For administrative restoration, your adviser or corporate service provider will submit the application through BizFile+, attaching supporting documents to satisfy Regulation 6 of the Companies (Striking Off) Regulations 2015 (conditions for administrative restoration).

Step 4: Hearing / ACRA review

• In the High Court route, the Originating Application is heard in chambers. The Court may invite submissions on standing, the 6-year limit and the “just” requirement.
• In the ACRA route, the Registrar reviews the application and supporting documents, may request clarification or additional information, and then makes a decision under s 344D–344F.

Step 5: Lodging the order and resuming compliance

If the Court grants an order:

• The sealed Court Order must be lodged via BizFile+. ACRA specifically notes that:
  • The company can be restored within 6 years of striking-off by court order;
  • There is no ACRA filing fee for this restoration lodgement; and
  • The status will be updated to “Live” once processed.

After restoration, you must resume compliance: annual returns, directors’ particulars, accounting records and other statutory obligations.

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7. How a Singapore corporate lawyer adds value

 

Given the legal tests, evidential burdens, and 6-year time bar, restoration is not just a form-filling exercise. The High Court itself has noted that anyone who wishes to restore a company has to engage the services of a lawyer and file an application to court, which may be costly and time-consuming, underscoring the seriousness of the process.

An experienced Singapore corporate lawyer can:

• Assess quickly whether restoration is viable and commercially sensible;
• Choose the right route (administrative vs court-ordered) to maximise speed and certainty;
• Design the evidential strategy so that your affidavit or ACRA application addresses the key criteria under s 344, s 344D and Regulation 6;
• Coordinate with accountants and corporate secretaries to regularise overdue filings and avoid repeat non-compliance;
• Bundle restoration with downstream work – for example, preparing claims, enforcing awards, or documenting settlements once the company is “Live”.

From a commercial perspective, retaining a specialist firm on a fixed-fee, scope-defined basis for restoration (and subsequent claims) allows you to convert a struck-off “dead” entity into a revenue- or recovery-generating asset, with cost certainty upfront.

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FAQ – Restoring a struck-off company in Singapore

Q1: How long do I have to restore a struck-off company in Singapore?
A: In general, six years from the date of striking-off. This limit is reflected in the Companies Act, ACRA’s guidance and multiple practitioner commentaries. Once this period passes, ordinary restoration routes under s 344 are no longer available.

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Q2: What is the difference between ACRA administrative restoration and High Court restoration?

A: For administrative restoration (s 344D):

• • Application to ACRA;
  • Only former directors or former shareholders may apply;
  • Conditions are prescribed in the Companies (Striking Off) Regulations 2015;
  • Often faster if all filings, fees and documents are in order.

For court-ordered restoration (s 344(5)):

• • Application to the High Court;
  • Any “aggrieved person” (including creditors and counterparties) may apply;
  • The Court must be satisfied that the company was in business or operation at striking-off or that it is otherwise just to restore.

If administrative restoration is refused or not available, you must proceed via the Court.

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Q3: Can a creditor or counterparty (not a shareholder) restore a struck-off company?

A: Yes, provided they can show they are an “aggrieved person” – typically by pointing to a legitimate claim or interest that depends on the company’s existence, such as unpaid debts or damages claims. This has been recognised across case law and legal commentary.

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Q4: What happens after restoration? Is the company treated as if it never disappeared?

A: Under s 344G, once a company is restored, it is regarded as having continued in existence as if its name had never been struck off. The Court can also make ancillary orders to place the company and others in a just position.

Practically, your company’s status on ACRA will show as “Live”, and all ordinary statutory obligations resume, including annual returns and other filings.

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Q5: Do I really need a lawyer for a High Court restoration application?

A: In Singapore, a company generally must be represented by a qualified lawyer in court proceedings. The High Court in Fu Zhihui Alvin expressly noted that anyone who wants to restore a company has to engage legal services and file an application to court, which is not a mere administrative formality.

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9. Next steps – Getting tailored advice for your situation

Every struck-off company has a story:

• Sometimes, a solvent company was struck off simply because it was “not needed”, but circumstances later changed (e.g., a new investment, restructuring or opportunity).
• In other cases, customers, contractors or landlords discover a company has been struck off after a dispute arises, and need the company restored so their claims can proceed.

If you:

• Are a director or shareholder of a struck-off company;
• Have a claim or award in favour of a struck-off company; or
• Are a creditor or counterparty needing to sue a struck-off entity,

you should seek prompt, case-specific advice. A Singapore corporate lawyer can review your ACRA records, timelines and objectives, then design a restoration strategy (via ACRA, the High Court, or both) that is legally sound and commercially worthwhile.

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Our firm specialises in representing clients on the legal aspects of commercial matters, including advising clients on resolving their commercial disputes.

The author, Waltson Tan, is a corporate lawyer trained in London and Singapore. He is qualified as an advocate and solicitor in Singapore, and has more than nine years of post-qualification experience.

Waltson focuses his practice on mergers and acquisitions, private equity, joint ventures, investment funds and other general corporate and commercial transactions. He has also represented numerous leading multinational organisations on a broad spectrum of corporate, regulatory, cross-border restructuring and employment matters.

Waltson also advises clients on a monthly and yearly retainer basis, where he provides dedicated services to each client in relation to the issues which clients face, including general corporate and employment related matters.

If you require further information and/or expert guidance on the above or any other area of law, you may wish to contact the author of the article, whose details are as follows:

Waltson Tan Director +65 8079 0028 waltson.tan@28falconlaw.com

Office address: 101A Upper Cross Street #13-11, People’s Park Centre Singapore 058358